Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2022-09-20 Agenda and Backup
City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com City Council Council Work Session Room & Council Chambers 3:00 PMTuesday, September 20, 2022 CLOSED MEETING BEGINS AT 3:00 P.M. IN THE COUNCIL WORK SESSION ROOM WORK SESSION BEGINS IMMEDIATELY FOLLOWING THE CLOSE MEETING IN THE COUNCIL WORK SESSION ROOM REGULAR MEETING BEGINS AT 6:30 P.M. IN THE COUNCIL CHAMBERS REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL Individuals may speak during a Council meeting under one of the following categories: Open Microphone: At regular meetings only, individuals can speak on any topic that is not on the agenda for no longer than four (4) minutes per individual. This portion of the meeting occurs immediately after the start of the regular meeting session. Please note, Council members cannot engage in a discussion on topics presented during this portion and there are limited slots available for this portion of the meeting. Comments on Agenda Items: Public comments can be given for any item considered by the Council, EXCEPT work session reports or closed meetings. Individuals are only able to comment one time per agenda item and cannot use more than one method to comment on a single agenda item. Public comments are limited to three (3) minutes per citizen. Public Hearing Items: Individuals are limited to four (4) minutes per public hearing item. _________________________________________________________________________________ Individuals may participate by using one of the following methods: 1. In Person for Regular or Consent Agenda Items: To provide in-person comments regular or consent agenda items (excluding public hearing items), Individuals must be present at the meeting and submit a speaker card (available at the meeting location) to the City Secretary prior to the item being called. 2. In Person for Public Hearing Items: For public hearing items, speaker cards are encouraged but not required. Page 1 City of Denton Printed on 12/12/2022 1 September 20, 2022City Council Meeting Agenda 3. eComment: The agenda is posted online at https://tx-denton.civicplus.com/242/Public-Meetings-Agendas. 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. Using eComment, Individuals may indicate support or opposition and submit a brief comment about a specific agenda item. eComments may be submitted up until the start of the meeting at which time the ability to make an eComment will be closed. eComments will be sent directly to members of the City Council immediately upon submission and recorded by the City Secretary into the Minutes of the Meeting. 4. By Phone: Individuals may register to provide comments by phone. Instructions and a link to register to comment by phone will be available at www.cityofdenton.com/publicmeetings until noon of the meeting date. Residents will submit contact information using the link provided and receive further instructions via email on how to join the meeting by phone and provide comments. _________________________________________________________________________________ After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Close Meeting on Tuesday, September 20, 2022, at 3:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as indicated below: 1. Closed Meeting: Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, dismissal, compensation, and/or contract of the City Auditor. ID 22-1519A. Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, dismissal, compensation, and/or contract of the Municipal Judge. ID 22-1520B. Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s attorneys and discuss status, strategy, and potential resolution of litigation in Cause No. 21-10564-431, styled “Mackinzie Hooks v. City of Denton” pending in the 431st Judicial District Court, Denton County, Texas; where discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or otherwise compromise the City’s legal position in pending litigation. ID 22-1861C. Page 2 City of Denton Printed on 12/12/2022 2 September 20, 2022City Council Meeting Agenda Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the Texas Government Code (the ‘Public Power Exception’). The City Council reserves the right to adjourn into a Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.086 of the Texas Open Meetings Act. NOTE: Any item for which a formal action at the Regular Meeting has been taken by Council may be subject to a request for a motion for reconsideration at any time during the meeting, at the Concluding Items Section, or after the meeting. In order to comply with the Texas Open Meetings Act, a request for a motion for reconsideration made during, at the end of, or after a Council meeting will be placed on the agenda and considered at the next official meeting of the City Council. Following the Closed Meeting, the City Council will reconvene in Open Meeting to take action, if any, on matters discussed in closed session. Following the completion of the Close Meeting, the City Council will convene in a Work Session in the Council Work Session Room to consider the following items: WORK SESSION 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on any item listed on the Consent Agenda prior to its consideration. Each speaker will be given a total of three (3) minutes to address any item(s). Any person who wishes to address the City Council regarding these items may do so by utilizing the "By Phone" registration process as referenced under the REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL detailed at the beginning of this agenda. Registration is required prior to the time the City Council considers this item. Registrants may call in and remain on hold or receive a call back at the time the 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 Audit Project 027 - Network Management: Asset Controls. [Estimated Presentation/Discussion Time: 30 minutes] ID 21-2812A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Audit of Network Management: Asset Controls Exhibit 3 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction on a proposed Municipal Utility District policy and application requirements. [Estimated Presentation/Discussion Time: 30 minutes] ID 22-1446B. Page 3 City of Denton Printed on 12/12/2022 3 September 20, 2022City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Proposed Municipal Utility District (MUD) Policy Exhibit 3 - Draft Municipal Utility District application form Exhibit 4 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1). A Work Session to discuss and review the prospect of eliminating from City Policy all unnecessary employee drug testing, except where unambiguously required by state or federal law. (2). A Work Session to discuss and review the status of TXDOT roads the City intends to take back, and amendment of the Mobility Plan to include a roundabout at the intersection of Eagle, Bell, Dallas, and Locust. [Estimated Presentation/Discussion Time: 30 minutes] ID 22-882C. Exhibit 1 - Agenda Information Sheet - Pending Council Request Exhibit 2 - Ordinance 21-1837 - City Council Request Process Exhibit 3 - Presentation Attachments: _________________________________________________________________________________ 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. RECOGNITIONS/PROCLAMATIONS/PRESENTATIONS Recognition: Certificate of Accreditation to Denton Police DepartmentID 22-1939A. Proclamation: Fire Prevention WeekID 22-1787B. October 09-15, 2022 Fire Prevention WeekAttachments: Proclamation: Live United MonthID 22-1822C. September 2022 Live UnitedAttachments: Proclamation: Hunger Action MonthID 22-1954D. September 2022 Hunger Action MonthAttachments: Proclamation: Muzquiz Friendship City SupportID 22-1956E. Page 4 City of Denton Printed on 12/12/2022 4 September 20, 2022City Council Meeting Agenda September 20, 2022 Muzquiz Support Muzquiz proclamation in Spanish Attachments: Proclamation: National Forensic Science WeekID 22-1959F. September 18-24, 2022 National Forensic Science WeekAttachments: 3. PRESENTATIONS 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. Wanda Bowman regarding retaliation for filing grievances for denial of services, and oversight of United Way. ID 22-1763a. Mrs. Jacqueline Shaw regarding Be The Match Blood Marrow (Stem Cell) Transplant Advocacy Campaign. ID 22-1903b. Mr. Stephen Dillenburg regarding willful misconduct.ID 22-1904c. Ms. Kimberly Truax regarding road construction of obstructive median at Hickory Creek and Livingston Drive. ID 22-1952d. 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 or a board, commission, and committee. Approval thereof will be strictly on the basis of the those recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff Page 5 City of Denton Printed on 12/12/2022 5 September 20, 2022City Council Meeting Agenda recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. For those items recommended by a specific board, commission, or committee, the agenda item will reference that recommendation. To view the video of the related board, commission, or committee meeting, as applicable, a link can be found within the applicable supporting documentation (Exhibit 1). Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A – AI). 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 August 16 and August 30, 2022 Meetings.ID 22-821A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - August 16, 2022 Minutes - Draft Exhibit 3 - August 30, 2022 Minutes - Draft Attachments: Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Animal Shelter Advisory Committee, Board of Ethics, Community Services Advisory Committee, Parks, Recreation & Beautification Board, and Zoning Board of Adjustment. ID 22-1389B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Nominations List Attachments: Consider approval of a resolution of the City of Denton providing the August 22, 2022 meeting absence of a Public Utilities Board member be excused; and providing an effective date. ID 22-1627C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Draft Resolution & Exhibit Attachments: Consider approval of a resolution of the City of Denton providing the August 8, 2022 meeting absence of a Historic Landmark Commission member be excused; and providing an effective date. ID 22-1684D. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Draft Resolution & Exhibit Attachments: Consider approval of a resolution of the City of Denton providing the August 22, 2022 meeting absence of a Public Utilities Board member be excused; and providing an effective date. ID 22-1811E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Draft Resolution & Exhibit Attachments: Consider approval of a resolution of the City of Denton providing the September 12, 2022 meeting absence of a Public Utilities Board Member be excused; and providing an effective date. ID 22-1899F. Page 6 City of Denton Printed on 12/12/2022 6 September 20, 2022City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Draft Resolution & Exhibit Attachments: Consider a reappointment to the Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board (Downtown TIRZ #1). ID 22-1881G. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Nominations List Attachments: Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute and deliver to Denton ICC 35, LLC a temporary construction easement containing 1,125 square feet (0.026 Acres) located near Loop 288 And Interstate Highway 35E in the City and County of Denton, Texas for the construction of a retaining wall and all necessary or desirable appurtenances for a total compensation amount of Six Hundred Seventy-Nine Dollars And 54/100 ($679.54); Providing for severability; and providing an effective date. ID 22-1279H. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Location Map Exhibit 4 - LLC Management Check Attachments: Consider adoption of an ordinance of the City of Denton, Texas, approving a negotiated settlement between the Atmos Cities Steering Committee (“ACSC”) and Atmos Energy Corp., Mid-Tex Division regarding the company’s 2022 Rate Review Mechanism filing; declaring existing rates to be unreasonable; adopting tariffs that reflect rate adjustments consistent with the negotiated settlement; finding the rates to be set by the attached settlement tariffs to be just and reasonable and in the public interest; approving an attachment establishing a benchmark for pensions and retiree medical benefits; requiring the company to reimburse ACSC’s reasonable ratemaking expenses; determining that this ordinance was passed in accordance with the requirements of the Texas Open Meetings Act; adopting a savings clause; declaring an effective date; and requiring delivery of this ordinance to the company and the ACSC’s legal counsel. ID 22-1606I. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Average Bill Impacts Attachment Exhibit 4 - RRM Rate Tariffs Attachment Exhibit 5 - RRM Pension Benchmark Attachment Attachments: 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; and providing an effective date. ID 22-1883J. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Resolution Exhibit 3 - Organizational Chart Attachments: Page 7 City of Denton Printed on 12/12/2022 7 September 20, 2022City Council Meeting Agenda Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or designee to fulfill the responsibilities of the city as an operator of the Pecan Creek Water Reclamation Plant and those pursuant to Texas Water Code 26.0291; including paying any amounts required by the protocols and funded in the annual budget; declaring an effective date. The Public Utilities Board recommends approval (5-0). ID 22-1726K. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Attachments: Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or designee to fulfill the responsibilities of the City as a Public Water System Operator and those pursuant to Texas Water Code 5.103 and Texas Health and Safety Code Section 341.041 for the annual Water System Fee (Public Health Service Fee); including paying any amounts required by the TCEQ and funded in the annual budget; declaring an effective date. The Public Utilities Board recommends approval (5-0). ID 22-1727L. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Attachments: Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or designee to fulfill the responsibilities of the City the water storage in Lake Lewisville and Lake Ray Roberts for the annual major capital repair (MCR) and operations and maintenance pursuant to 43 U.S.C. 390B for the annual operation, maintenance, and replacement cost fee (ACOE Fee); including paying any amounts required by the United States Army Corps of Engineers (ACOE) and funded in the annual budget; declaring an effective date. The Public Utilities Board recommends approval (5-0). ID 22-1728M. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Attachments: 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 DKJ Concrete Construction, Inc., as the primary contractor, and JKK Concrete Construction, LLC, as the secondary contractor, for the utility cut restoration for the Water Utilities Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 8046 - awarded to DKJ Concrete Construction, Inc., the primary contractor, and JKK Concrete Construction, LLC, the secondary contractor, 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 $5,250,000.00). The Public Utilities Board recommends approval (6 - 0). ID 22-1809N. Exhibit 1 - Agenda Informaton Sheet Exhibit 2 - Pricing Evaluation Exhibit 3 - LLC Members Exhibit 4 - Ordinance and Contract Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule ID 22-1740O. Page 8 City of Denton Printed on 12/12/2022 8 September 20, 2022City Council Meeting Agenda municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Black & Veatch Corporation, for engineering services related to the LLWTP Sludge Improvements project for the Water Production Department as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7574-020 - Professional Services Agreement for engineering services awarded to Black & Veatch Corporation, in the not-to-exceed amount of $282,955.00). The Public Utilities Board recommends approval (5 - 0). Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Contract Attachments: 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 Johnston Technical Services, Inc., through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract No. DIR-CPO-4792, for the purchase of Microwave Network Equipment and Service for the Water Production Department; providing for the expenditure of funds therefor; and providing an effective date (File 8075 - awarded to Johnston Technical Services, 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 $300,000.00). The Public Utilities Board recommends approval (5 - 0). ID 22-1741P. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Pricing Sheet Exhibit 3 - Ordinance and Contract Attachments: 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 Genomic Life, Inc., for the Cancer Guardian Program services with a monthly voluntary rate of $20.00 per employee or $40.00 per employee and spouse for the City of Denton employees; providing for the expenditure of funds therefor; and providing an effective date of January 1, 2023 (RFP 7979 - awarded to Genomic Life, 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 $340,000.00). ID 22-1742Q. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Contract Attachments: 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 Continental American Insurance Company, for voluntary insurance products, including accident, critical illness with cancer, and hospital indemnity coverage for the City of Denton employees; providing for the expenditure of funds therefor; and providing an effective date of January 1, 2023 (RFP 7982-1 - awarded to Continental American Insurance Company, 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 $1,685,000.00). ID 22-1743R. Page 9 City of Denton Printed on 12/12/2022 9 September 20, 2022City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Pricing Evaluation Exhibit 3 - Ordinance and Contract Attachments: 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 greehill North America, Inc., for a public tree inventory for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 8036 - awarded to greehill North America, 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 $210,100.00). ID 22-1744S. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Pricing Evaluation Exhibit 3 - Ordinance and Contract Attachments: 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 Denton County, under the Texas Government Code, Section 791.001, to authorize the use of consolidated communication systems for public safety and governmental services for the City of Denton; authorizing the expenditure of funds therefor; and declaring an effective date (File 8082 - award an Interlocal Cooperative Purchasing Agreement with Denton County, in the not-to-exceed amount of $118,752.00). ID 22-1745T. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Interlocal Agreement Attachments: 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 Emburse, Inc., for the continued provision of expense tracking and approval management software in support of the City’s Purchasing Card (PCard) program, and to add travel booking expense tracking and approval management support for the Finance Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7915 - awarded to Emburse, 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 $120,000.00). ID 22-1810U. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Pricing Evaluation Exhibit 3 - Ordinance and Contract Attachments: 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 BWI Companies, Inc., for the supply of landscape and turf fertilizer, insecticides, herbicides, and fungicides for the City of Denton Parks and Recreation Department, for Section A - Herbicide, Section B - Fungicides, Section C - Insecticides/Miticides/Rodenticides, Section D - Organic Products, and Section E - Miscellaneous; providing for the expenditure of funds therefor; and providing an ID 22-1833V. Page 10 City of Denton Printed on 12/12/2022 10 September 20, 2022City Council Meeting Agenda effective date (IFB 8022 - awarded to BWI Companies, 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 $244,000.00). Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bid Tabulation Exhibit 3 - Ordinance and Contract Attachments: 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 Justin Seed Company, Inc., for the supply of landscape and turf fertilizer, insecticides, herbicides, and fungicides for the City of Denton Parks and Recreation Department, for Section F - Bulk Fertilizer; providing for the expenditure of funds therefor; and providing an effective date (IFB 8022 - awarded to Justin Seed Company, 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 $158,500.00). ID 22-1834W. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bid Tabulation Exhibit 3 - Ordinance and Contract Attachments: 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 6-L Investments LLC dba Weaver Wisdom Collision Center, as the primary vendor, and James Wood Auto Park, Inc, as the secondary vendor, for collision and paint repair services for various City of Denton departments; providing for the expenditure of funds therefor; and providing an effective date (IFB-BV 8025 - awarded to 6-L Investments LLC dba Weaver Wisdom Collision Center, the primary, and James Wood Auto Park, Inc, the secondary, for three (3) years, with the option for two (2) additional one (1) year extensions, in the total (5) five year not-to-exceed amount of $895,200.00). The Public Utilities Board recommends approval (6 - 0). ID 22-1835X. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bid Tabulation Exhibit 3 - LLC Members Exhibit 4 - Ordinance and Contract Attachments: 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 Kirby-Smith Machinery, Inc., for Komatsu heavy equipment repair services for various City of Denton departments; providing for the expenditure of funds therefor; and providing an effective date (IFB-BV 8026 - awarded to Kirby-Smith Machinery, 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 $1,000,000.00). The Public Utilities Board recommends approval (6 - 0). ID 22-1836Y. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Contract Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule ID 22-1844Z. Page 11 City of Denton Printed on 12/12/2022 11 September 20, 2022City Council Meeting Agenda municipal corporation, authorizing the City Manager to execute a contract with JWC Environmental, Inc., for a 4-shred channel grinder for the Solid Waste and Recycling Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 8059 - awarded to JWC Environmental, Inc., in the not-to-exceed amount of $104,148.00). The Public Utilities Board recommends approval (6 - 0). Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bid Tabulation Exhibit 3 - Ordinanace and Contract Attachments: 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 Seepex, Inc., for an open hopper pump for the Solid Waste and Recycling Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 8059 - awarded to Seepex, Inc., in the not-to-exceed amount of $51,127.00). The Public Utilities Board recommends approval (6 - 0). ID 22-1846AA. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bid Tabulation Exhibit 3 - Ordinance and Contract Attachments: 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 Spector Manufacturing, Inc, for the purchase of two (2) walking floor steel trailers for the Solid Waste Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 7883 - awarded to Spector Manufacturing, Inc, in the not-to-exceed amount of $261,478.00). The Public Utilities Board recommends approval (6 - 0). ID 22-1875AB. Exhibit 1 - Agenda Informatin Sheet Exhibit 2 - Bid Tabulation Exhibit 3 - Ordinance and Contract Attachments: 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 Bedford, under the Texas Government Code, Section 791.001, to authorize the City of Bedford 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 8077 - award an Interlocal Cooperative Purchasing Agreement with the City of Bedford). ID 22-1876AC. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Interlocal Agreement Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Kimley-Horn and Associates, Inc., for the professional design and master plan services for the Aquatics Facilities for the Parks and ID 22-1879AD. Page 12 City of Denton Printed on 12/12/2022 12 September 20, 2022City Council Meeting Agenda Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7850-004 - Professional Services Agreement for professional design services awarded to Kimley-Horn and Associates, Inc., in the not-to-exceed amount of $80,000.00). Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Contract Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the city manager or designee to execute contracts regarding Denton Public Library’s Books on Tap book discussion events for adults at local breweries and bars; and providing an effective date. ID 22-1755AE. Agenda Information Sheet Ordinance and Agreement Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the execution of the first amendment to a funding agreement between the City and Giving Hope, Inc. approved by City Council on April 19, 2022; said first amendment to amend the agency name on the contract to Grace Like Rain, Inc. DBA Giving Grace. ID 22-1800AF. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Amendment Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the execution of the first amendment to a funding agreement between the City and Giving Hope, Inc. approved by City Council on December 7, 2021; said first amendment to amend the agency name on the contract to Grace Like Rain, Inc. DBA Giving Grace. ID 22-1802AG. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Amendment Attachments: Consider approval of a resolution of the City of Denton approving the issuance and sale by Legacy Denton Public Facility Corporation of Multifamily Housing Revenue Bonds (Vintage Ranch) Series 2022 to provide affordable rental housing; and providing an effective date. ID 22-1829AH. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Resolution Attachments: Consider adoption of an ordinance approving a Settlement Agreement and Release implementing the terms of the settlement in litigation styled “Mackinzie Hooks v. City of Denton,” Cause No. 21-10564-431, pending in the 431st Judicial District Court, Denton County, Texas; and directing the City Manager or designee and the City’s attorneys to effectuate as necessary and appropriate the terms of a Settlement Agreement and Release to effectuate this approval; and declaring an effective date. ID 22-1862AI. Exhibit 1 - AIS Exhibit 2 - Ordinance and Settlement Agreement and Release Attachments: Page 13 City of Denton Printed on 12/12/2022 13 September 20, 2022City Council Meeting Agenda 5. PUBLIC HEARINGS Hold a public hearing and receive citizen input on the FY 2022-23 Proposed Budget. The Proposed Budget will raise more total property taxes than last year’s budget by $7,853,242 or 10.28% and of that amount $3,239,066 is tax revenue to be raised from new property added to the tax roll this year. ID 22-252A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - FY 2022-23 Notice of Proposed Budget Exhibit 3 - Presentation Attachments: Hold a public hearing on a proposed property tax increase that will not exceed $0.575682 per $100 valuation. The proposed rate will exceed the no new revenue tax rate ($0.511429 per $100) but will not exceed the voter-approval tax rate ($0.603743 per $100). ID 22-253B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - 2022 Notice of Proposed Tax Rate Exhibit 3 - Presentation Attachments: 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 the Rayzor Ranch Overlay (RRO) District to Mixed-Use Neighborhood (MN) District, thereby amending the Rayzor Ranch Overlay District Concept Plan and Zoning Map Exhibits, for approximately 3.819 acres of land generally located west of Bonnie Brae Street between Linden Drive and Panhandle Street, 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 [5-0] to recommend approval of the request. (Z21-0019a, 2500 Panhandle, Mia Hines) Z21-0019aC. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 - Site Location Map Exhibit 4 - Existing Zoning Map Exhibit 5 - Proposed Zoning Map Exhibit 6 - Existing RROD Zoning Exhibit Exhibit 7 - Existing RROD Concept Exhibit Exhibit 8 - Proposed RROD Zoning Exhibit (REV) Exhibit 9 - Proposed RROD Concept Exhibit (REV) Exhibit 10 - Future Land Use Map Exhibit 11 - Table of Allowed Uses Exhibit 12 - Notification Map & Posting Affidavit Exhibit 13 - Draft Ordinance (REV) Exhibit 14 - Presentation Attachments: Page 14 City of Denton Printed on 12/12/2022 14 September 20, 2022City Council Meeting Agenda Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an amendment to the Rayzor Ranch Overlay District by amending the Development Standards regarding the number and location of multifamily dwelling units within the Rayzor Ranch South Campus encompassing approximately 257 acres generally located south of West University Drive/US 380 and north of Scripture Street, between IH-35 and Bonnie Brae Street 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 (Z22-0004b, RROD Multifamily, Mia Hines) Z22-0004bD. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 - Site Location Map Exhibit 4 - Zoning Map Exhibit 5 - Future Land Use Map Exhibit 6 - RROD Zoning Exhibit Exhibit 7 - RROD Concept Exhibit Exhibit 8 - RROD Density Zone Exhibit Exhibit 9 - Section 35.7.15 Redline Exhibit 10 - Notification Map and Response Exhibit 11 - Ordinance Exhibit 12 - Presentation Attachments: 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 2 (R2) District to Heavy Industrial (HI) District on approximately 10.002 acres of land located approximately 407.7 feet east of N Western Blvd. and 1,466 feet north of Jim Christal Rd., 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 [5-0] to recommend approval of the request. (Z22-0009b, Project Cowboy, Angie Manglaris) Z22-0009bE. Page 15 City of Denton Printed on 12/12/2022 15 September 20, 2022City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 - Site Location Exhibit 4 - Exisiting Zoning Map Exhibit 5 - Proposed Zoning Map Exhibit 6- Future Land Use Map Exhibit 7- Comparison of Allowed Uses Exhibit 8 - Notification Map and Responses Exhibit 9 - Draft Ordinance Exhibit 10 - Presentation Attachments: 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 4 (R4) District to a Planned Development (PD) District on approximately 0.88 acres of land and from Highway Corridor (HC) District to a Planned Development (PD) District on approximately 2.52 acres of land totaling approximately 3.309 acres generally located north of the intersection of Willowwood Street and Jacqueline Drive, 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 [7-0] to approve the request. (PD22-0001a, The Reserves at Magnolia, Julie Wyatt) PD22-0001aF. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 - Site Location Map Exhibit 4 - Zoning Map Exhibit 5 - Future Land Use Map Exhibit 6 - PD Development Regulations Exhibit 7 - PD Development Plan Exhibit 8 - Permitted Use Comparison (R4, R7, and HC Districts) Exhibit 9 - Notification Map and Responses Exhibit 10 - Presentation Exhibit 11 - Draft Ordinance Attachments: Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas amending the Denton Development Code, specifically amendments related to two new uses: Data Center, Modular and Data Center, Warehouse; 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 [5-0] to recommend approval of the amendments. (DCA22-0003a, Data Center Code amendments, Ron Menguita) DCA22-0003 a G. Page 16 City of Denton Printed on 12/12/2022 16 September 20, 2022City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 - Draft Ordinance Exhibit 4 - Presentation Attachments: 6. ITEMS FOR INDIVIDUAL CONSIDERATION – CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of (I) various permanent sanitary sewer easements, and (II) temporary construction easements generally located, near the intersection of Corbin Road and the east line of I-35W, then northeasterly to the west line of Bonnie Brae Road, situated in the W. Sajvis Survey Abstract No. 1174, in the City and County of Denton, Texas, and with the use, purpose and legal descriptions of each easement being more particularly described in the attached exhibit “A” (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 agreements 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. ID 22-1653A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Location Map Exhibit 3 - Ordinance Exhibit 4 - Recommended Motion Exhibit 5 - Presentation Attachments: 7. ITEMS FOR INDIVIDUAL CONSIDERATION 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 Frontier Access, LLC., DBA Frontier Waste Solutions, providing for a guaranteed volume contract for the landfill, and providing an effective date (File #8005 awarded to Frontier Access, LLC., DBA Frontier Waste Solutions for a term of two (2) years beginning October 1, 2022, with no renewals or extensions). The Public Utilities Board recommends approval (6 - 0). ID 22-1557A. Exhibit 1 - Agenda Information Sheet Exhibit 2 Ordinance and Contract Exhibit 3 - LLC Ownership Information Exhibit 4 - Presentation Attachments: 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 Rhino Removal, LLC., providing for a guaranteed volume contract for the landfill; and providing an effective date. (File #8005 awarded to Rhino Removal, LLC., For ID 22-1558B. Page 17 City of Denton Printed on 12/12/2022 17 September 20, 2022City Council Meeting Agenda a term of two (2) years beginning October 1, 2022, with no renewals or extensions). The Public Utilities Board recommends approval (6 - 0). Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Contract Exhibit 3 - LLC Ownership Information Exhibit 4 - Presentation Attachments: 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 Waste Connections Lone Star, Inc., providing for a guaranteed volume contract for the landfill; and providing an effective date (File #8005 awarded to Waste Connections Lone Star, Inc. For a term of two (2) years beginning October 1, 2022, with no renewals or extensions). The Public Utilities Board recommends approval (6 - 0). ID 22-1559C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Contract Exhibit 3 - LLC Ownership Information Exhibit 4 - Presentation Attachments: Consider approval of a resolution of the City of Denton confirming the appointment of Doug Shoemaker as Chief of Police of the City of Denton; and declaring an effective date. ID 22-1777D. Exhibit 1 - Agenda Information Sheet.pdf Exhibit 2 - Resolution.pdf Attachments: Consider adoption of an ordinance of the City of Denton, Texas, amending the fiscal year 2021-2022 budget and annual program of services of the City of Denton to allow for adjustments to the Fleet Management Fund of Three Million Dollars ($3,000,000) for the purpose of increased fuel and maintenance costs; declaring a public purpose; directing the City Secretary attach a copy to the 2021-2022 Budget; requiring approval by at least five votes; and providing a severability clause; an open meetings clause and an effective date. ID 22-1663E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Presentation Attachments: Consider adoption of an ordinance of the City of Denton, Texas, amending the fiscal year 2021-2022 budget and annual program of services of the City of Denton to allow for adjustments to the Tourist & Convention Fund of Three Hundred Seventy Five thousand Dollars ($375,000) for the purpose of funding expenses associated with the O’Reilly Hospitality Incentive Agreement; declaring a public purpose; directing the City Secretary attach a copy to the 2021-2022 Budget; requiring approval by at least five votes; and providing a severability clause; an open meetings clause and an effective date. ID 22-1852F. Page 18 City of Denton Printed on 12/12/2022 18 September 20, 2022City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Tourist & Convention Presentation Attachments: Consider adoption of an ordinance of the City of Denton, Texas, amending the fiscal year 2021-2022 budget and annual program of services of the City of Denton to allow for adjustments to the Health Fund of Two Million Five Hundred Thousand Dollars ($2,500,000) for the purpose of funding expenses associated with increased health insurance costs; declaring a public purpose; directing the City Secretary attach a copy to the 2021-2022 Budget; requiring approval by at least five votes; and providing a severability clause; an open meetings clause and an effective date. ID 22-1854G. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Presentation Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to utilize a contract through the Lower Colorado River Authority Contract Number 5343, for the acquisition of electric maintenance, repair, and construction inventory to be stocked in the Warehouse and at Denton Municipal Electric; providing the expenditure of funds therefor; and providing an effective date (File 8111 - awarded to Techline, Inc., in the three (3) year not-to-exceed amount of $16,000,000.00). The Public Utilities Board recommends approval (6 - 0). ID 22-1902H. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Exhibit 3 - Ordinance Attachments: 8. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. C E R T I F I C A T E Page 19 City of Denton Printed on 12/12/2022 19 September 20, 2022City Council Meeting Agenda I certify that the above notice of meeting was posted on the official website (https://tx-denton.civicplus.com/242/Public-Meetings-Agendas) and bulletin board at City Hall, 215 E. McKinney Street, Denton, Texas, on September 16, 2022, 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 20 City of Denton Printed on 12/12/2022 20 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1519,Version:1 AGENDA CAPTION Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, dismissal, compensation, and/or contract of the City Auditor. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™21 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1520,Version:1 AGENDA CAPTION Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, dismissal, compensation, and/or contract of the Municipal Judge. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™22 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1861,Version:1 AGENDA CAPTION Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s attorneys and discuss status,strategy,and potential resolution of litigation in Cause No. 21-10564-431,styled “Mackinzie Hooks v.City of Denton”pending in the 431st Judicial District Court,Denton County,Texas;where discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas,or otherwise compromise the City’s legal position in pending litigation. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™23 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2812,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding Audit Project 027 - Network Management: Asset Controls. [Estimated Presentation/Discussion Time: 30 minutes] City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™24 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Internal Audit CITY AUDITOR: Madison Rorschach DATE: September 20, 2022 SUBJECT Receive a report, hold a discussion, and give staff direction regarding Audit Project 027 – Network Management: Asset Controls. BACKGROUND City of Denton Charter Article VI, Section 6.04 states, the City Internal Auditor is responsible for providing an independent appraisal of City operations as directed by the City Council. These audits are conducted in accordance with Generally Accepted Government Auditing Standards promulgated by the US Government Accountability Office. Per Government Auditing Standards, internal auditors should make audit reports available to the public and should communicate results to the parties who can ensure that the results are given due consideration. In order to meet these Government Auditing Standards, the City of Denton’s Internal Audit Procedures Manual requires finalized audit reports to be presented to the City Council. Once presented, all published reports can be found on the City of Denton’s Internal Audit Webpage. DISCUSSION This audit project is intended to evaluate the effectiveness of the City’s computer network management activities and has been broken into two phases. The second phase – Asset Controls – is intended to provide assurance that the City has implemented adequate controls to effectively purchase and manage information technology assets. The City currently owns about $8 million in technology assets. These assets must effectively be managed to ensure that they continue to fill operational needs and are appropriately safeguarded. RECOMMENDATION Staff recommends phase two, Asset Controls, of Audit Project 027 – Network Management be closed until a follow-up review is conducted to assess the implementation of the 11 issued recommendations. This follow-up review will likely take place in the next eighteen to thirty-six months. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This audit project was approved as part of the fiscal year 2021-22 Audit Plan adopted on October 12, 2021 and amended on March 2, 2022. EXHIBITS 1. Agenda Information Sheet 2. Audit of Network Management: Asset Controls City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 25 3. Presentation Respectfully submitted: Madison Rorschach, 940-349-7228 City Auditor 26 Office of the City Auditor Accountability Transparency Integrity Quality 215 E. McKinney St., Denton, TX 76201 (940) 349-7228 Audit of Network Management Asset Controls In general, the City lacks a formal information technology asset management program. Specifically, the City has not had written procedures to guide staff in procuring, deploying, and disposing of IT assets. That being said, some improvements have been made to IT asset governance recently, including establishing a Governance Committee and an asset replacement plan. In addition, the City appears to lack a complete and accurate register of all capitalized IT assets. While some informal monitoring of these assets exists, end-user assets are only verified on an ad-hoc basis. Audit Team City Auditor Madison Rorschach, CIA, CGAP Audit Staff Jenesa Halter Scott Garcia 27 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 2 Table of Contents Audit at a Glance ......................................................................................................... 3 Introduction ................................................................................................................... 4 Management Responsibility ...................................................................................... 4 Audit Objectives, Scope, and Methodology .......................................................... 4 Findings & Analysis ........................................................................................................ 6 Overall IT Asset Procurement Process Lacks Consistency ...................................... 7 IT Asset Capitalization Appears Appropriate; However, Process Informality Could Lead to Inconsistent Capitalization ............................................................ 10 Effective IT Asset Monitoring Is Hindered by Informal Inventory Tracking & Lack of Written Asset Deployment Guidance ................................................................ 12 IT Asset Disposal Process Recently Changed; Lack of Asset Disposal Procedures Increase Risk of Inappropriate Data Sanitization .................................................. 15 Appendix A: Management Response Summary ..................................................... 18 28 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 3 Audit at a Glance Why we did this Audit: The City currently owns about $8 million in technology assets. These assets must be managed to ensure that they continue to fill operational needs and are appropriately safeguarded. This audit was included on the City’s fiscal year 2021-22 Audit Plan as approved by the City Council. What we Found: This audit general evaluated the controls implemented to ensure information technology – or IT – assets are purchased according to established procurement policies and that IT asset management procedures are adequate and include inventory controls and life cycle planning. Our findings are summarized below: Planning & Procurement. Historically, the City has not had an IT asset replacement program, hindering long-term asset planning; however, one has been developed for FY23. While most reviewed IT asset procurements were made in accordance with relevant regulations, the City does not have clear guidelines on how IT assets should be procured. The City has established an informal process to capitalize IT assets; however, clear guidelines on what IT assets should be capitalized are lacking, potentially creating inconsistency. Deployment & Monitoring. Technology Services has not developed asset deployment guidelines to help ensure employees are only assigned authorized equipment. In addition, the City’s end-user device asset inventory does not always appear to be accurate, increasing the risk that assets may be lost. While monitoring assets via network connection is appropriate for infrastructure assets, it is not adequate monitoring for all capitalized IT assets. Disposal. Technology Services does not have written procedures outlining controls over asset disposals. In addition, IT assets are typically identified for disposal based on employee reported technical issues, potentially hindering operations. The City recently entered into a contract to have obsolete IT assets sanitized and recycled by a third- party; however, the City has not formally assessed if the data sanitization standards adopted by this contract are adequate. What we Recommend: Recommendations 1, 2, 4, 5 & 9 Develop written procedures to guide IT asset planning, procurement, capitalization, deployment, and disposal. Recommendation 3 Develop a process to streamline Technology Services’ review and approval of IT-related procurement card purchases. Recommendations 6, 7, & 8 Establish a complete and accurate IT asset inventory and ensure all movable assets are physically tagged. Recommendations 10 & 11 Review the City’s data sanitization security standards and periodically verify that the City’s IT asset recycling contractor complies with applicable standards. 29 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 4 Introduction The Internal Audit Department is responsible for providing: (a) an independent appraisal1 of City operations to ensure policies and procedures are in place and complied with, inclusive of purchasing and contracting; (b) information that is accurate and reliable; (c) assurance that assets are properly recorded and safeguarded; (d) assurance that risks are identified and minimized; and (e) assurance that resources are used economically and efficiently and that the City’s objectives are being achieved. The Internal Audit Department has completed a performance audit of the City’s information technology asset controls. We conducted this performance audit in accordance with generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. Management Responsibility City management is responsible for ensuring that resources are managed properly and used in compliance with laws and regulations; programs are achieving their objectives; and services are being provided efficiently, effectively, and economically. Audit Objectives, Scope, and Methodology The Internal Audit Department has completed an audit of the City’s information technology asset procurement processes and management program. This report is intended to provide assurance that the City has implemented adequate controls to effectively purchase and manage information technology assets. This report is the second phase in an audit project series covering the effectiveness of the City’s computer network management activities. A redacted report of Phase One Security Controls was published in July 2022. Audit fieldwork was conducted during June, July, and August 2022. The scope of review varied depending on the procedure being performed. The following list summarizes major procedures performed during this time: 1 The City of Denton Internal Auditor’s Office is considered structurally independent as defined by generally accepted government auditing standard 3.56. 30 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 5 ➢ Reviewed documentation to develop criteria including industry standards, best practices, and policies & procedures; ➢ Developed process narratives to identify current information technology asset management controls, including procurement governance, deployment and disposition processes, and asset inventory monitoring; ➢ Interviewed Technology Services, Finance Department, and Procurement Department staff and reviewed policies and procedures; ➢ Reviewed technology initiatives reviewed by the Technology Governance Committee from its inception in December 2021 to April 2022; ➢ Reviewed information technology purchases made via procurement cards from January 1, 2021 to December 31, 2021 to ensure all purchases made by non-Technology Services staff were complaint with the Purchasing Card Program Manual; ➢ Evaluated the accuracy of Technology Services’ asset registers by verifying the location and user of a judgmental sample of asset types;2 ➢ Conducted two on-site visits with Technology Services to verify that sampled infrastructure assets existed via physical inspection or connection to the network; ➢ Reviewed and verified a judgement sample of 14 asset deployments for recently hired City employees;3 ➢ Reviewed the November 2021 Application Inventory Assessment conducted by a City contractor and Technology Services’ draft strategic plan; ➢ Examined asset capitalization data from Finance and Technology Services and reviewed Finance’s Fixed Asset Procedures dated March 1, 2006; ➢ Reviewed supplemental budget requests from Fiscal Year 2017-18 to Fiscal Year 2021-22; ➢ Reviewed the City’s information technology asset recovery and recycling contract; and ➢ Reviewed all active Technology Services contracts and verified that a major asset contract was procured in accordance with applicable procurement regulations. 2 Due to the scope of this audit, radios, air watch subscriptions, and security cameras were not sampled. This sample size provides with 95 percent confidence that the population mean is within ±15% of the sample mean. 3 This sample size was limited due to the audit team being unable to timely ascertain from the Department’s records which new employees were assigned an information technology asset. 31 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 6 Findings & Analysis The City of Denton’s Technology Services Department is primarily responsible for managing the various information technology or – IT – assets used by employees daily.4 These assets, worth nearly $8 million, include both software and hardware assets such as computers, phones, tablets, and network infrastructure equipment. An effective IT asset management program begins before an asset is even procured as the type of assets and program funding must be identified and planned for to ensure IT assets are available when needed and effectively meet operational requirements. These assets must then be procured in accordance with applicable regulations. Maintaining a complete inventory of procured IT assets is typically necessary to ensure assets can be tracked and monitored. Once procured, assets are deployed throughout the organization and must be maintained to ensure they are functional throughout their useful life. Once becoming obsolete, IT assets must be adequately sanitized and disposed of to prevent inappropriate access to organizational data. Asset life cycles can last for a varied number of years depending on the asset type however the cyclical nature of their lifespan remains the same. Figure 1: IT Asset Life Cycle This audit generally evaluated the controls implemented to ensure IT assets are purchased and capitalized according to relevant regulations and that IT asset management procedures are adequate for asset planning, deployment, monitoring, and disposal. 4 It should be noted that while Technology Services is primarily responsible for the City’s IT assets, all departments are responsible for following the City’s IT-related policies when identifying, procuring, and managing their assets daily. Plan Procure DeployMaintain Dispose 32 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 7 Overall IT Asset Procurement Process Lacks Consistency The City’s IT assets are generally obtained through either procurement contracts managed by Technology Services or via procurement card purchases made by non-Technology Services employees. To effectively manage IT assets, Technology Services must ensure procurement of IT assets are done in a consistent, clear, and cost-effective manner. Specifically, best practices recommend organizations have formalized IT asset procurement processes that include long-term planning with a focus on asset life cycles. In addition, procurement processes must ensure assets are purchased in compliance with State procurement regulations and organization policy. What We Found • Technology Services historically lacked a strategic plan and formal asset replacement program, hindering long-term planning for the acquisition of critical assets. o Technology Services, with the help of a consultant, recently developed the Department’s first Information Technology Strategic Plan. This plan addresses multiple ongoing issues including IT asset management and procurement. o Department staff reported projected life cycles for all types of IT assets have not historically been documented; however, during their recent budget request the Department recommended a standardized five- year replacement program for user equipment such as computers and radios as well as network assets to help with long-term procurement planning and operational sustainability. • In general, Technology Services lacks an IT asset procurement policy and overall, the City lacks technology-specific procurement guidance. o A review of a software audit conducted by a consultant found that there was redundancy in several critical assets. For example, a variety of comparable asset management and work order management systems are in use by different departments throughout the City. According to Technology Services staff the procurement of redundant assets was caused due to the absence of a technology purchasing policy and technology governance. o In December 2021, the City adopted a Technology Project and Governance Policy, which should facilitate strategic acquisition of IT assets and minimize redundancy in the future. This policy created the Technology Governance Committee, which meets monthly to review requested technology initiatives. The Committee appears to have an effective process for reviewing critical IT projects and initiatives 33 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 8 including critical IT asset acquisitions based on review of the 11 initiatives processed by the Committee since its inception. • IT assets are generally obtained through procurement contracts that comply with State procurement regulations. o These contracts value just over $38 million and allow the City to purchase, maintain, and upgrade a variety of products including end- user devices like laptops, tablets, and smartphones, network infrastructure equipment, and software including the City’s financial systems, productivity softwares, and more. o Most of these contracts were sourced via cooperative contracts fulfilling both the City and State procurement requirements; however, one active contract for a major IT asset was competitively bid. Based on review of this solicitation, the contract was awarded per State regulations and the City’s procurement policy. • Technology Services approval of IT asset acquisitions made using procurement cards is generally not documented as required by City Policy. o Only 26 percent of applicable IT asset purchases made during 2021 were clearly procured as required by the City’s Purchasing Card Program Manual. For an additional 16 percent of end-user device accessory purchases, it was unclear if these required approval by Technology Services. This is detailed in Table 1: Table 1: Summary of Procurement Card IT Purchase Approvals (2021) Type Transactions Total Value Peripheral – No Approval Required5 76 $12,447.35 Accessory6 53 $11,407.33 Technology Services Transactions 7 $896.31 Appropriately Approved 6 $312.73 Not Approved 205 $36,869.21 Total: 334 $60,723.89 Why It Matters Technology Services is generally responsible for ensuring the City has the necessary IT assets to operate efficiently and procuring these assets in an appropriate manner. However, the lack of standardized procurement policies 5 Per the Procurement Card Manual, peripherals include either mice, keyboards, headsets, cameras, USB Hubs, and Bluetooth devices. 6 Accessories were identified by Internal Audit as IT end-user device related items that were not clearly peripherals such as device cases, charging cords, stands, and speakers. 34 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 9 and procedures has historically resulted in procurement of redundant software assets and limited long-term asset life cycle planning. That being said, Technology Services has recently created a Technology Governance Committee that should help minimize the procurement of redundant assets. In addition, the recently proposed hardware replacement program should improve asset management by allowing for expected future costs to be budgeted and replacing assets before they become obsolete or dysfunctional. However, for this plan to be effectively implemented, policies and procedures documenting how assets will be deployed, tracked, replaced, and disposed should be developed. In addition, while most critical information technology assets are procured by Technology Services, other departments are responsible for procuring software and hardware assets for their specific needs. However, the current City procurement policy lacks guidance for departments on how these purchases should be reviewed or approved except when using a procurement card, increasing the risk of redundant assets and network weaknesses. While the City has tried to mitigate this risk for procurement card purchases, there is no clear way for departments to request Technology Services review and approve their technology-related transactions. Recommendations: 1. Technology Services should develop and implement written policies and procedures that encompass its IT asset management and planning processes based on assets’ life cycles . Technology Services Comments: Concur, this is an initiative in the IT Strategic Plan. 2. Procurement should create technology-specific procurement guidelines in collaboration with Technology Services. City-wide training on technology procurement practices should also be provided to all City employees who are able to make purchases. Procurement Department Comments: Concur. Purchasing is in the process of updating the Procurement Manual and has included language specific to technology procurements. Additionally, a Standard Operating Procedure has been drafted defining technology classifications and the procurement process for each based on the recommendations from Technology Services. Purchasing will partner with the Technology Governance Committee to provide education on the process of acquiring technology equipment/systems/services from review to procurement. 35 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 10 Technology Services Comments: Concur, have already provided recommendations to Procurement. This is an initiative in the IT Strategic Plan. 3. Technology Services and Procurement should collaborate to implement a procedure that streamlines requests for Technology Services’ review and approval of IT-related procurement card purchases. Procurement should also investigate if this process can be implemented within the City’s procurement card reconciliation system. Technology Services Comments: Concur, have already provided recommendations to Procurement. This is an initiative in the IT Strategic Plan. Procurement Department Comments: Concur. The PCard Manual is in the process of being updated and will include procedures for the purchase of technology equipment based on the recommendations from Technology Services. IT Asset Capitalization Appears Appropriate; However, Process Informality Could Lead to Inconsistent Capitalization In general, technology assets should be capitalized in order to conform with generally accepted accounting principles. Organizations need to ensure consistent capitalization to safeguard their investments. Best practices suggest that the following capitalization procedures be implemented: ➢ Written capitalization policies or guidance; ➢ Establish minimum value threshold; o While $5,000 is generally used as a capitalization threshold, this amount can be adjusted based on an organization’s needs and similar items can be combined to meet the threshold when the acquisition is significant to an organization.7 ➢ Establish a useful life threshold; o Generally, an asset should have a useful life of at least one year before it is considered capitalizable. What We Found • Technology Services staff confirmed there is no written guidance to help the Department determine what IT assets should be capitalized nor are any value or useful life thresholds assessed when reviewing IT asset acquisitions. 7 For example, if the threshold for individual assets is $5,000 and an organization purchases 100 assets with an individual cost of a is $1,500 then the total cost of $150,000 should be capitalized (if the acquisition is significant). 36 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 11 o The Finance Department does have a capitalization policy that was adopted in 2006; however, it does not include any specific guidance on capitalizing IT assets. According to Finance staff, this policy is outdated and is currently under review. • Finance and Technology Services have established a generally appropriate informal practice to capitalize acquired IT assets. o Specifically, Finance conducts an initial review of IT acquisitions and completes an assessment to identify which assets should be capitalized and which should be expensed a few times a year. This assessment is then sent to Technology Services for verification. • Historically, only hardware assets have been capitalized; however, the Governmental Accounting Standards Board released statement 96 in May of 2020, which clarified that both hardware and subscription-based information technology software arrangements (e.g. a Cloud subscription) may be capitalized. o Finance has confirmed they will be implementing this guidance next fiscal year. Why It Matters The practice of capitalization basically transforms short-term costs into long-term investments, reducing operating costs in a fiscal year. Over time, these fixed assets can result in the accumulation of thousands of dollars in City property. To ensure the most value is received for the City’s purchases, IT assets need to be appropriately capitalized and safeguarded. While the City does appear to be appropriately capitalizing IT assets, the lack of formal IT asset capitalization definitions limits Technology Services’ ability to establish a process to determine if their assets should be capitalized. This may lead to inconsistent capitalization which could financially burden the Department since the cost of expensive purchases may not be appropriately spaced out between fiscal years affecting the limited yearly budget. Recommendation: 4. Finance should establish a written procedure on IT asset capitalization in coordination with Technology Services. This procedure should include information on useful life and initial cost thresholds, periodic inventory procedures, and how to assess software asset capitalization in accordance with the Governmental Accounting Standards Board’s Statement 96. 37 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 12 Finance Department Comments: Concur, Finance has started updating the current capitalization policy and will include IT asset capitalization within the policy and procedures. Technology Services Comments: Concur, will collaborate with Finance. Effective IT Asset Monitoring Is Hindered by Informal Inventory Tracking & Lack of Written Asset Deployment Guidance Technology Services is generally responsible for assigning, deploying, and maintaining IT assets to City employees once procured. According to best practices, governments should establish and maintain appropriate inventory systems for their physical capital assets to protect them from loss or misuse. IT assets capitalized most recently by the City totaled more than $330,000 and include: ➢ Multiple types of computers including laptops and rugged computers; ➢ Computer accessories such as monitors, batteries, keyboards, and docking stations; ➢ Mobile Printers; ➢ Cameras, camera boxes and other accessories; ➢ System configuration services and; ➢ Other technical systems such as GPS tracking and Mass Notification. Similarly, it is recommended that organizations establish written policies and procedures governing how this inventory is recorded, deployed, and periodically verified to ensure assets are safeguarded and that the asset register is accurate. Tagging all moveable equipment with an asset identification tag is also recommended by the International City/County Management Association’s “The Importance of Inventorying Capital Assets” since these are the hardest assets to keep track of and the easiest to steal. What We Found • Technology Services has developed a process for supervisors to request IT assets be deployed or reassigned to employees by submitting an electronic access request form. However, the City does not have a policy or procedure indicating what roles or positions are authorized to be assigned certain IT asset types, making tracking assets harder. 38 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 13 o Based on a judgmental sample of 14 asset deployments for new employees hired after April 1, 2022, all but one matched the recorded asset information. The one unmatched asset was assigned to an intern who shares a desk and computer with another intern. Based on the department’s response, it is unclear where the assigned asset is or who its primary user is. o Some employees may share end-user devices; however, based on review of Technology Services asset register it is not always clear if a device is shared, which may create confusion about where the asset is located or who is primarily responsible for the asset. o In addition, departments do not always report IT asset transfers to Technology Services, which may lead to assets being assigned to primary users who are no longer in possession of the asset or who are no longer employed by the City. • In general, Technology Services’ method for recording City-owned IT assets may not ensure all capitalized assets are tracked. o Instead, the Department uses an active discovery tool that updates daily to keep a record of assets that are connected to the City’s network. o While the active discovery tool can identify infrastructure assets and some end-user devices, some IT hardware assets that are currently being capitalized by the City – such as monitors and mobile phones – do not connect to the network. This creates gaps in the City’s technology inventory, as these assets are not being recorded. • Technology Services does not have a process for periodically verifying IT asset register accuracy. o Technology Services uses dashboard monitors to verify that infrastructure assets remain in service. Based on a sample of 71 Infrastructure assets, 61 were verifiable based on this method; however, eight of these assets could not be verified because the register did not include unique asset identifiers. o In addition, end-user devices (i.e. computers, tablets, and mobile phones) are not regularly verified to ensure they are accurately reflected in the asset register. Based on review of a sample of 31 end- user devices,8 20 were verified as being in the correct location or with 8 A sample of 42 assets was originally selected; however, Internal Audit did not receive a response from City employees on 11 assets. 39 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 14 the assigned primary user. The remaining 11 assets could not be found as summarized in Table 2. Table 2: End-User Device Verification Summary Verification Status Sample Devices Verified 20 Device Not Located in Assigned Location 4 Employee Had Different Device 4 Employee Separated from City 3 Total: 31 o Additionally, the asset register showed users with multiple IT assets of the same type. For example, one employee had three computers assigned and another employee that had eight tablets assigned to them. Based on discussion with these employees, they were not in possession of all these assets, further indicating that the location of some assets may not be accurately recorded. • Based on the sampled end-user devices, at least two employees reported that their device did not have a physical asset tag. Why It Matters Without an asset deployment policy or procedure, it is difficult to ensure asset deployments are appropriate due to the wide range of end-user devices that the City owns including desktop computers, laptops, mobile phones, and radios. Further, the lack of a standard procedure for documenting asset deployment information may create confusion on who is responsible for certain assets. This is even more important due to increased hybrid work schedules since incorrect primary user information may further hinder the City’s ability to find missing mobile assets. Additionally, an accurate and updated inventory is needed to protect tangible capital assets from the danger of loss or misuse. Best practices suggest that if an asset is capitalized it should be inventoried to facilitate tracking and periodic verification. While Technology Services has a procedure to identify capitalized assets connected to the network, not all currently capitalized assets can be recorded and tracked this way. In addition, there is evidence that asset register information is not regularly updated. This, along with the Department’s limited asset monitoring procedures, increases the risk that missing assets are not timely identified and may hinder the Department when investigating missing assets. Finally, best practice suggest that all capitalized assets should be inventoried and tracked. While the City currently capitalizes some IT assets such as computer monitors and other accessories these assets are not inventoried or 40 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 15 tracked. For that reason, the operating costs associated with inventorying and tracking these assets should be considered when determining what IT assets should be capitalized – especially as many IT assets do not individually cost more than the City’s current $5,000 capitalization threshold. Recommendations: 5. Technology Services should establish policies and procedures regarding asset assignment specifying how many assets and what type of assets can be assigned to different types of employees. Technology Services Comments: Comply. 6. Technology Services should establish a complete and accurate inventory with a clear tracking method of all capitalized IT assets, including those deemed obsolete. This inventory should include detailed asset information such as asset type, asset and serial number, price, warranty information, procurement dates, and the employee who has been assigned the piece of equipment. Technology Services Comments: Partially concur, this will require additional staffing resources to perform physical inventories and inventory tools that aren’t currently in our budget, but we will request a supplemental in our next budget. Until this can be accomplished, we will attempt to use what resources we have to attempt to do this to the best of our ability. 7. Technology Services should define what a primary user is for IT assets and only specifically assign assets to those deemed primary users to ensure inventory information is as accurate as possible. Technology Services Comments: Concur. 8. Technology Services should ensure all moveable assets are tagged with a physical tag identifying the item as property of City of Denton along with identifying asset data. Technology Services Comments: Partially concur, asset tagging will need budget funding, but we will request a supplemental to add this program in the FY25 budget. IT Asset Disposal Process Recently Changed; Lack of Asset Disposal Procedures Increase Risk of Inappropriate Data Sanitization Eventually, information technology assets become obsolete or unusable and must be disposed of safely and securely to safeguard valuable organizational data. For this reason, best practices recommend an asset disposal process be 41 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 16 established to ensure confidential or sensitive data stored on the assets are appropriately destroyed or sanitized. In addition, i-SIGMA offers the National Association of Information Destruction’s AAA certification to companies involved in data destruction. This federally- recognized certification ensures data destruction companies compliance with all known data protection laws through audits by trained, accredited security professionals fulfilling customers’ regulatory due diligence obligations. What We Found • Technology Services does not have written policies or procedures concerning asset disposal or any other guidance for staff regarding controls over IT asset disposal. o Instead IT assets are generally identified for disposal based on reported operational issues and then sanitized by Technology Services as needed. Once sanitized, the assets were historically auctioned by the City’s Warehouse Division if possible. o Recently, the City entered a contract to have obsolete assets sanitized and recycled, with the first asset pickup occurring in early August. The recycle-disposal process had not been formalized prior to the release of those assets. • Per the new contract, the vendor picks up and transports retired IT assets, provides detailed receipts for all assets recovered, completes data destruction services for all hard disk drives, and issues certificates of data destruction and disposition. o This contract requires the City’s data to be sanitizatized per the Department of Defense’s 2006 5220.22-M guidance. Based on review of best practices, 5220.22-M is no longer recommended as a method to securely erase data by government entities as the sanitization standards were updated and moved to Title 32, Code of Federal Regulation. • Technology Services staff confirmed they have no plans to periodically monitor or audit the contractor’s data destruction practices. Rather, the contractor’s certifications of destruction will be relied on as assurance that sensitive data has been destructed securely and completely. o Further, the City’s new disposal contractor does not appear to hold any professional data destruction certifications. 42 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 17 Why It Matters The data stored within the City’s IT assets is vast and can range from criminal records to business licensing to employee payroll information. Without adequate asset disposal and sanitization procedures data could be breached potentially resulting in the loss of sensitive or confidential data, misuse of secure data, litigation, or harm to the City’s reputation. Development of written policies and procedures for IT asset disposals would help ensure that assets and the data stored within are disposed of appropriately as well as provide staff with institutional knowledge, facilitate consistency, and help navigate emergency situations. Creation of this guidance should be a high priority for the Department since assets have already begun to be released from the City’s possession. Similarly, while the City’s current recycling contract has adopted data sanitization standards, these appear to be considered obsolete based on a review of best practices. For this reason, Technology Services should review available data sanitization standards to determine which are most appropriate for its variety of data. Likewise, ensuring adequate data sanitization is occurring by actively monitoring sanitization or requiring professional certifications not only safeguards confidential and sensitive data but also provides reassurance that the City is doing all it can to protect this information and the public in general. Recommendations: 9. Technology Services should develop policies and procedures for asset disposal including guidance on access controls, segregation of duties, and asset disposal authorization. Technology Services Comments: Concur. 10. Technology Services should review the security standards that the City requires for data sanitization and the necessity for professional certification for future IT asset recycling contracts. Technology Services Comments: Concur, Tech Services will be using FBI Criminal Justice Information Systems (CJIS) policy for data sanitization guidance as the Police Department is our largest consumer of technology. When evaluating recycling contracts, we also consider experience, performance, and cost. 11. Technology Services should implement a procedure to periodically review or verify that data sanitization is conducted by the current IT asset recycling contractor according to the agreed standard. Technology Services Comments: Concur. 43 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 18 Appendix A: Management Response Summary The following summarizes the recommendations issued throughout this report. The auditors found that staff and the Department were receptive and willing to make improvements to controls where needed. Management has provided their response to each recommendation. 1 Technology Services should develop and implement written policies and procedures that encompass its IT asset management and planning, including an ‘Asset Life Cycle’ Procedure. Concur Expected Completion: 2024 Technology Services Comments: Concur, this is an initiative in the IT Strategic Plan. Responsibility: TS Management 2 Procurement should create technology- specific procurement guidelines in collaboration with Technology Services. Concur Expected Completion: 2023 Procurement Department Comments: Concur, purchasing is in the process of updating the Procurement Manual and has included language specific to technology procurements. Additionally, a Standard Operating Procedure has been drafted defining technology classifications and the procurement process for each based on the recommendations from Technology Services. Purchasing will partner with the Technology Governance Committee to provide education on the process of acquiring technology equipment/systems/services from review to procurement. Technology Services Comments: Concur, have already provided recommendations to Procurement. This is an initiative in the IT Strategic Plan. Responsibility: Chief Tech Officer 3 Technology Services and Procurement should collaborate to implement a procedure that streamlines requests for Technology Services’ review and approval of IT-related procurement card purchases. Concur Expected Completion: 2024 Procurement Department Comments: Concur, the PCard Manual is in the process of being updated and will include procedures for the purchase of technology equipment based on the recommendations from Technology Services. Responsibility: Asst. Director Procurement 44 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 19 Technology Services Comments: Concur, have already provided recommendations to Procurement. This is an initiative in the IT Strategic Plan. 4 Finance should establish a written procedure on IT asset capitalization in coordination with Technology Services. Concur Expected Completion: 2023 Finance Department Comments: Concur, Finance has started updating the current capitalization policy and will include IT asset capitalization within the policy and procedures. Technology Services Comments: Concur, will collaborate with Finance. Responsibility: Chief Financial Officer 5 Technology Services should establish policies and procedures regarding asset assignment specifying how many assets and what type of assets can be assigned to different types of employees. Concur Expected Completion: 2024 Technology Services Comments: Concur. Responsibility: Chief Tech Officer 6 Technology Services should establish a complete and accurate inventory with a clear tracking method of all capitalized IT assets, including those deemed obsolete. Partially Concur Expected Completion: 2025 Technology Services Comments: Partially concur, this will require additional staffing resources to perform physical inventories and inventory tools that aren’t currently in our budget, but we will request a supplemental in our next budget. Until this can be accomplished, we will attempt to use what resources we have to attempt to do this to the best of our ability. Responsibility: TS Management 7 Technology Services should define what a primary user is for IT assets and only specifically assign assets to those deemed primary users to ensure inventory information is as accurate as possible. Concur Expected Completion: 2024 Technology Services Comments: Concur Responsibility: TS Management 8 Technology Services should ensure all moveable assets are tagged with a physical tag identifying the item as property of the Partially Concur Expected Completion: 2025 45 Audit of Network Management: Asset Controls September 2022 Audit Project #: 027 P a g e | 20 City of Denton along with identifying asset data. Technology Services Comments: Partially concur, asset tagging will need budget funding, but we will request a supplemental to add this program in the FY25 budget. Responsibility: TS Deputy Director 9 Technology Services should develop policies and procedures for asset disposal including guidance on access controls, segregation of duties, and asset disposal authorization. Concur Expected Completion: 2024 Technology Services Comments: Concur. Responsibility: TS Deputy Director 10 Technology Services should review the security standards that the City requires for data sanitization and the necessity for processional certification for future IT asset recycling contracts. Concur Expected Completion: 2024 Technology Services Comments: Concur, Tech Services will be using FBI Criminal Justice Information Systems (CJIS) policy for data sanitization guidance as the Police Department is our largest consumer of technology. When evaluating recycling contracts, we also consider experience, performance and cost. Responsibility: TS Deputy Director 11 Technology Services should implement a procedure to periodically review or verify that data sanitization is conducted by the current IT asset recycling contractor according to the agreed standard. Concur Expected Completion: 2023 Technology Services Comments: Concur. Responsibility: TS Deputy Director 46 Audit of Network Management: Asset Controls Madison Rorschach City Auditor Internal Audit Department September 20, 2022 147 Purpose of the Audit 2 •Audit evaluated IT asset management activities including: •Planning & procurement; •Deployment & monitoring; and •Disposal. •The City’s approximately $8 million in IT assets must be effectively managed to ensure operational continuity. ID 21-2812 IT Asset Life Cycle Plan Procure DeployMaintain Dispose 48 •IT asset replacement program & Governance Committee recently established. •Technology-specific procurement guidance generally lacking. •IT assets appropriately capitalized. •Informal process may lead to inconsistency. Summary of P-Card IT Purchases Type Trans.Value Peripheral*76 $12,447.35 Accessory**53 $11,407.33 Tech. Svcs. Trans.7 $896.31 Appropriately Approved 6 $312.73 Not Approved 205 $36,869.21 Total:334 $60,723.89 3ID 21-2812 Inconsistent IT Asset Procurement & Informal Capitalization Process Increase Risk * Peripherals include mice, keyboards, headsets, cameras, USB hubs, and Bluetooth devices ** Accessories include items like device cases, charging cords, stands, & speakers. 49 •IT asset deployment process generally effective. •Lack of guidance on needed asset deployment information may create confusion when inventorying. •Asset register based on network connection. •Some capitalized IT assets don’t connect to the network and so aren’t tracked. •End-user assets not regularly verified. •Not all moveable assets appear to be tagged. End-User Device Verification Summary Verification Status Sample Devices Verified 20 Device Not At Assigned Location 4 Empl. Had Different Device 4 Empl. Separated from City 3 Total:31 4ID 21-2812 Effective Asset Monitoring Hindered by Informal Inventory Tracking & Lack of Guidance 50 •Controls over IT asset disposals not formalized. •Obsolete asset identification process reactive. •Contract recently executed to have a third-party sanitize and recycle obsolete assets. •No procedure in place to verify contract complies with agreed sanitization standards. •Agreed sanitization standards appear to be outdated. IT Assets Ready for Disposal 5ID 21-2812 IT Asset Disposal Recently Changed; Lack of Disposal Procedures Increases Risk 51 6 Management Response Summary Rec.Recommendations*Response Implementation Actions* 1 Develop & implement written policies and procedures that encompass IT asset management & planning.Concur Will do as part of the IT Strategic Plan implementation. 2 Create technology-specific procurement guidelines.Concur In the process of updating the Procurement Manual, which includes specific language on technology procurements. 3 Implement a procedure that streamlines requests for Tech. Svcs. review & approval of IT-related p-card purchases.Concur In the process of updating the P-Card Manual, which will include procedures for purchasing technology equipment. 4 Establish written procedure on IT asset capitalization.Concur In the process of updating the current capitalization policy, which will include IT asset capitalization within the policy and procedure. 5 Establish policies & procedures regarding asset assignment.Concur Concur. 6 Establish a complete & accurate inventory.Partially Concur Plan to request budget supplemental to get additional staffing resources to accomplish this. 7 Define what a primary user is for IT assets.Concur Concur. 8 Ensure all moveable assets are tagged with a physical tag.Partially Concur Plan to request budget supplemental to get additional staffing resources to accomplish this. 9 Develop policies and procedures for asset disposal.Concur Concur. 10 Review the security standards that the City requires for data sanitization.Concur Tech Services will be using CJIS for data sanitization guidance. 11 Implement a procedure to periodically review or verify that data sanitization is conducted according to the agreed standard.Concur Concur. *Detailed recommendations and implementation actions can be seen in the full audit report. ID 21-2812 52 Questions? 7 Madison Rorschach City Auditor Internal Audit Department ID 21-2812 53 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1446,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on a proposed Municipal Utility District policy and application requirements. [Estimated Presentation/Discussion Time: 30 minutes] City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™54 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: David Gaines DATE: September 20, 2022 SUBJECT Receive a report, hold a discussion, and give staff direction on a proposed Municipal Utility District policy and application requirements. [Estimated Presentation/Discussion Time: 30 minutes] BACKGROUND: The Interim MUD Policy, which was adopted on May 5, 2020, was intended to serve as a stop-gap measure to provide staff direction for evaluating two MUD applications pending at that time (Legends Ranch and La La Ranch), as well as future requests. It was envisioned that the interim policy would be in place until Council could provide further direction on MUDs within the context of annexation, development growth, and the City’s relationship with Denton County and the ETJ. The City continues to experience strong development pressures within the ETJ. To date the City has granted consent to five MUDs (Mud 11/Astra, La La Ranch Expansion #1, Meadows, Stonehill Ranch, and Legends). The City has approved a development agreement with Legends Ranch as a result of granting consent to their request. Moreover, 11 additional MUDs have expressed an intent to submit a request for consent from the City. The interim MUD policy is not currently providing effective policy direction and guidance to MUD applicants or the City. Therefore, on May 17, 2020 staff gave a presentation and received feedback from Council regarding a set of goals that would provide the framework to develop a revised updated MUD policy to better address MUD developments occurring with the City’s ETJ today. Council concurred with the goals presented and agreed that pursuing development agreements with MUD developers providing for development design, construction and permitting consistent with the City’s technical design standards and adopted long range planning policies and master plans was the preferred path for promoting better quality development within the ETJ. Staff has used the prior direction received from Council to develop the draft updated MUD policy being presented to Council for consideration on September 20, 2022. The purpose of the proposed updated MUD policy is to provide increased clarity and direction for potential MUDs, outlining the City’s minimum expectations for development with the ETJ, while also fostering communication between the MUD, City and where appropriate the County. Staff is seeking feedback and direction regarding the updated MUD policy so that this policy can be finalized for approval by Council. Staff to asks Council to consider the following question when reviewing the policy: Does the updated MUD policy adequately lay out the City’s expectations for MUDs developing within the City’s ETJ? City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 55 WHAT IS A MUD? 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 MUD is one 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 (as well as other improvements) through the issuance of bonds. Managed by a Board elected by property owners within the MUD, 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 is not required to follow the City’s land use /zoning regulations, and it does not have to pay impact fees for roadways within the ETJ and for utilities if not being serviced by the City. 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 (or developer) by submitting a Petition for Consent to Creation of a Political Subdivision in the 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 MUD should request consent from the City as part of the TCEQ process. If the land is in the City’s ETJ, then the City may enter into a development agreement with the MUD developer, pursuant to Section 212.172 of the Local Government Code. The City can also require that the MUD construct all public facilities to City specifications, according to Section 54.016(e) of the Water Code. It is beneficial to the City if a MUD pursues establishment through the TCEQ, as it encourages the City’s consent and provides an opportunity for the City to influence and come to a mutually beneficial agreement with the MUD. Also, if an agreement is not reached with a MUD, and consent is not provided by the City, the City may protest the establishment of the MUD to the TCEQ and to appeal the creation of the MUD to the district court, if necessary. If the MUD pursues approval through the Texas legislature the City is provided with less opportunity for influence. POLICY PURPOSE The updated MUD policy outlines the City’s baseline expectation for a proposed MUD wanting to develop in the City’s ETJ. The updated policy provides a framework for the relationship between a MUD and the City of Denton over the long term that, in most cases, will be formally outlined in a development agreement between the City and the MUD. City staff believes that the implementation of this policy will provide the City with increased leverage in discussions with the proposed MUD developer, particularly where provision of utility services and emergency services are matters of discussion. The end result being development that exceeds TCEQ’s minimum requirements within the City’s ETJ. Furthermore, if the City were to appeal TCEQ’s decision related to authorizing a MUD that the City did not consent to, then the policy could assist with providing appeal support. The focus of the updated policy is to encourage and influence MUD development consistent with adopted City policies, including the Denton 2040 Comprehensive Plan, and the City’s master plans and technical design requirements. If consistent development standards are used by the MUD and the City the provision of services and maintenance of infrastructure will be simplified over the long term. In addition, the annexation of any MUDs will have been facilitated from a technical design and policy perspective. The 56 updated MUD policy also promotes the fiscal sustainability of the MUD so that the risk of any future financial burden on the residents of Denton is minimized should the MUD be annexed into the City’s jurisdiction. UPDATED MUD POLICY This section of the AIS contains an overview of the contents of the updated MUD policy; a complete copy of the updated draft MUD policy is included as Exhibit 2. The updated MUD policy is divided into four main sections. Section IV. Conditions and Considerations for Consent contains the bulk of the policy direction and is divided into 12 subsections, each of which is focused on a different topic which requires review and consideration by the City and the MUD. The structure of the updated MUD policy is as follows: I. Introduction II. Goals III. How to use this document IV. Conditions and considerations for consent: A. General B. Denton County C. Development D. Transportation E. Utility Services F. Electric Service G. Emergency Services H. Solid waste and recycling I. Open Space/Environment J. Gas Wells K. Financing L. Annexation In addition, staff has developed a MUD application form to accompany the updated MUD policy and aid in implementation (Exhibit 3). The aim of the MUD application form is to collect information necessary to allow staff to adequately review and evaluate the MUD application for consent, while making the application process as efficient as possible for the proposed MUD. I. INTRODUCTION: The introduction section provides an overview of what a MUD is, the MUD approval process (by the TCEQ or through legislation), and how a MUD is financed. The introduction section also outlines that the updated MUD policy aims to: • Guide discussions between the City and the MUD; • Outline the City’s goals, expectations and priorities; • Act as a resource to evaluate MUD applications for City consent; and • Provide a basis for a development agreement between the City and the MUD, if deemed necessary. II. GOALS: The following 11 goals were supported by Council on May 17, 2022, and these goals establish the framework for the updated MUD policy: 57 1. Establish an equitable arrangement between the MUD and the City in order to influence the development as much as possible. 2. Establish clear guidelines with respect to MUDs, for the benefit of City Council, City staff and the MUD, and to ensure collaboration with Denton County and neighboring communities as applicable. 3. A MUD should be developed in a manner generally consistent with the Comprehensive Plan. 4. Encourage alignment with the City of Denton’s technical design standards, including but not limited to, road, water, wastewater, and stormwater standards (within the CCN) so that services can be provided to and maintained for the MUD over time. 5. Ensure the MUD has adequate protective services including fire, police, and ambulance services for the safety of residents and the greater community. 6. Verify the long-term fiscal sustainability of the MUD, in order to protect the residents’ investment, and ensure that a financial burden is not placed on the residents of the MUD or the City of Denton. 7. Encourage environmental stewardship of MUD lands and the provision of parks and open space for the long-term sustainability of the City’s ETJ and the enjoyment of MUD residents. 8. To prepare for potential future annexation of a MUD in ETJ 1, ensure that the recommendations of this policy are implemented to facilitate the technical and financial integration of the MUD into the City. 9. For lands within ETJ 2, ensure that the recommendations of this policy are implemented so that any possible negative offsite impacts of the development are minimized, and necessary services can be provided. 10. Establish a framework for necessary communication regarding a MUD with Denton County to ensure necessary coordination between the City and County takes place. 11. Establish clear guidelines for a development agreement between a MUD and the City of Denton, should the City decide a development agreement is beneficial. III. HOW TO USE THIS DOCUMENT: This section of the updated MUD policy outlines the role of the City’s consent in the larger TCEQ approval process, and a brief overview of the application timeline and process for consideration by Council. Also, and most importantly, this section of the updated MUD policy outlines parameters whereby applications for consent may be approved or denied by Council. The parameters include: completeness of the application; location; annexation status; and alignment with the City’s comprehensive plan, master plans and technical requirements. IV. CONDITIONS AND CONSIDERATIONS FOR CONSENT: This section of the updated MUD policy provides policy direction for proposed MUDs wishing to locate in the City’s ETJ. For proposed MUDs this section outlines the City’s minimum expectations for development. Additionally, for staff and Council, this section provides the direction required to consistently evaluate the MUD applications that the City receives. This section of the policy is divided into 12 subsections; below is a brief description of the direction provided in each subsection: GENERAL This subsection highlights the importance of alignment with the City’s comprehensive plan, as MUDs are located within the City’s future growth area. It also identifies the development agreement as the City’s preferred tool to outline the terms of agreement between the City and the MUD. Lastly, this subsection outlines a process whereby the City may assist a MUD in the process of obtaining necessary easements for development. DENTON COUNTY MUDs that are located within the City’s ETJ are also, by default, located within Denton County. This subsection of the updated MUD policy outlines the importance of communication and coordination with Denton County. It outlines a framework whereby the County is notified of MUD applications the City receives and promotes communication between the City, County and MUD developer as necessary. 58 DEVELOPMENT The City recognizes that MUDs present a unique opportunity for residents to live in a more rural setting that cannot be provided within the City limits. In an effort to manage development within the City’s ETJ the development subsection of the policy promotes development that employs conservation design principals, includes a diversity of housing types, prioritizes low impact design, and uses the City’s design standards. TRANSPORTATION The transportation subsection outlines the importance of a well-planned and sustainable local and regional transportation network. This includes planning for increased capacity and using consistent standards between the City, County and MUD, so that future connections, maintenance and replacement of transportation infrastructure can be streamlined over the long term. The section requires the development of a transportation impact assessment (TIA) in support of a proposed MUD, inspection of any new or upgraded roadways to the satisfaction of the City, and ongoing maintenance of the MUDs road network. UTILITY SERVICES – WATER, WASTEWATER, STORMWATER FACILITES This subsection outlines potential servicing strategies available to a proposed MUD. The location of the proposed MUD will determine the nature of utility services for the MUD. Proposed MUDs that are within the City’s certificate of convenience and necessity (CCN), the boundaries of which generally align with ETJ 1 boundaries, are eligible to receive City utility services. The policy outlines that where this is the case, it is important that applicable City infrastructure standards are used so that the MUD utility system is able to integrate into the City’s existing utility infrastructure system. When located within the CCN it will be important that future growth in the ETJ is considered when sizing and planning the utility system so that efficiencies are gained where possible, as this may require the oversizing of utility infrastructure. The policy outlines that areas that are outside the City’s CCN will not be eligible for City utility services. In these cases, it will be important to ensure that utility systems installed for the MUD are technically sound and minimize the potential risk of harm to residents and the surrounding environment. ELECTRIC SERVICE Electric service should be provided to the MUD community in a comprehensive and cost-effective manner to the benefit of MUD residents. The policy specifies that where a proposed MUD is located in the City’s single or multiple certified service area, the City would prefer to be the exclusive provider of electric utilities so that network efficiencies can be realized. The policy outlines a process whereby the proposed MUD may solicit proposals for the provision of electric services, and the City is provided the opportunity to review the proposals and submit a counter proposal if the proposed MUD is located in the City’s service area. EMERGENCY SERVICES For the purposes of this policy emergency services relates to fire and ambulance services. This subsection outlines that for the safety of MUD residents and the surrounding area, it is important that a proposed MUD secure comprehensive emergency services. The policy states that it is the City’s preference that the City be the provider of emergency services, particularly within ETJ 1, where there is proximity with the City’s existing emergency service infrastructure. The policy creates a framework whereby the proposed MUD and the City can discuss the provision of services and the City and MUD may enter into an agreement for the provision of emergency services or the City may grant consent for an alternate emergency services provider. 59 SOLID WASTE AND RECYCLING This subsection of the policy outlines that solid waste and recycling services should be provided to the MUD community in a comprehensive, cost-effective and environmentally sustainable manner to the benefit of MUD residents. The policy outlines a process whereby the proposed MUD may solicit proposals for the provision of solid waste and recycling services, and the City is provided the opportunity to review the proposals and submit a counter proposal if the proposed MUD is located in the City’s service area. OPEN SPACE/ENVIRONMENT The City of Denton places significant importance on environmental stewardship and green infrastructure (including parks, greenways, stream corridors and tree canopies). This subsection of the policy outlines the City’s priorities and encourages the MUD to integrate these values into the proposed development for the benefit of the regional environment and the enjoyment and safety of residents. In addition, the policy outlines that should a MUD be annexed into the City in the future, alignment with City policies, master plans and development standards will help to ensure the MUD will have equivalent design standards to the City and can be integrated into the City with an increased level of ease. GAS WELLS The City prioritizes the safety of residents in situations where the gas industry and residents interact, through gas well setbacks and other standards. It is important that a proposed MUD integrate these gas well development standards into the proposed development for the benefit of the safety of its residents. In addition, should a MUD be annexed into the City in the future, the incorporation of these development standards into the overall MUD development design layout will ensure the MUD will have equivalent design standards to the City. FINANCING This subsection of the policy seeks to confirm the fiscal surety of the MUD over time. Fiscal sustainability of any MUD located within the City’s ETJ is a priority for the City. This provides the City with the confidence that the MUD will succeed over time and will prevent any undue financial burden from being placed on MUD residents and/or the City. The City has outlined a number of recommendations within the policy, and these include recommendations surrounding the issuance of bonds and taxes associated with the MUD. These recommendations will be incorporated into a development agreement between a MUD and the City. ANNEXATION At the time of an application for consent, a proposed MUD may already have a desire to be annexed into the City limits at some point in the future. This subsection of the policy sets the parameters for annexation discussions between a MUD and the City. Agreed upon terms will be outlined in a development agreement between the City and MUD so that there is clarity for the future annexation process. APPLICATION FORM AND PROCESS The MUD application has been designed to be streamlined and consistent with the application process the proposed MUD undertakes with TCEQ. It aims to provide the City with the information required to fully assess the application for consent and identify any areas that may be of concern that will require further discussion with the MUD applicant (i.e. developer). The application is composed of two components: the application form; and a list of submission requirements. The application form requests basic information of the proposed MUD applicant, such as contact information, landowner information, size, location, and land use of the proposed MUD. The application also asks six yes/no questions that relate to provision of services to the proposed MUD that may be of concern to the City; these questions will flag areas of potential concern at an early stage in the staff review and evaluation of an application. 60 The list of application submission requirements has been designed to follow the TCEQ’s application requirements as closely as possible. This means that the MUD applicant is able to provide a copy of information provided to the TCEQ to the City for review and the number of additional studies/work required in support of the proposed MUD’s application to the City is minimized. However, there are a few exceptions to this, and staff is proposing that the City require a trip generation analysis (and TIA if applicable), concept plan map, and a number of narrative descriptions be completed in support of the MUD application. The City believes that this additional information is essential to assess consistency with City standards, and aid in the evaluation of the MUD application. RECOMMENDATION Receive the report for information and provide staff with feedback and direction related to the draft updated MUD policy. EXHIBITS 1. Agenda Information Sheet 2. Proposed Municipal Utility District (MUD) Policy 3. Draft Municipal Utility District application form 4. Presentation Respectfully submitted: Tina Firgens, AICP Deputy Director of Development Services/ Planning Director 61 MUNICIPAL UTILITY DISTRICT POLICY City of Denton 62 1 Table of Contents I. Introduction ................................................................................................................................................. 2 II. Goals ............................................................................................................................................................ 2 III. How to use this document: ........................................................................................................................... 3 IV. Conditions and Considerations for Consent: ................................................................................................. 4 A. General ............................................................................................................................................................ 5 B. Denton County ................................................................................................................................................. 5 C. Development ................................................................................................................................................... 5 D. Transportation ................................................................................................................................................. 6 E. Utility Services - Water, wastewater and stormwater facilities ...................................................................... 6 F. Electric Service ................................................................................................................................................. 8 G. Emergency services ......................................................................................................................................... 9 H. Solid Waste and Recycling ............................................................................................................................... 9 I. Open Space/Environment .............................................................................................................................. 10 J. Gas Wells ....................................................................................................................................................... 11 K. Financing ....................................................................................................................................................... 11 L. Annexation .................................................................................................................................................... 12 63 2 I. Introduction A Municipal Utility District (MUD) is a type of special district that allows a developer to fund development typically outside of a City’s corporate boundary (i.e. city limits). While typically residential or mixed-use in nature, a MUD can also be commercial or industrial. Once established a MUD may issue bonds to fund, water, wastewater, drainage, electrical services, roads or other infrastructure and services within the MUD boundary pursuant to Article III, Section 52, and/or Article XVI, Section 59, of the Texas Constitution. MUDs are established through application to, and approval by the Texas Commission on Environmental Quality (TCEQ), or through the Texas legislature. This policy applies to MUD applications within the City’s extraterritorial jurisdiction (ETJ); the City does not permit MUDs to be created within its corporate boundaries. The City is committed to working with MUDs towards an equitable agreement that allows both the City and the MUD to achieve their goals. This policy will: • Guide discussions between the City and the MUD; • Outline the City’s goals, expectations and priorities; • Act as a resource to evaluate MUD applications for City consent; and • Provide a basis for a development agreement between the City and the MUD, if deemed beneficial. II. Goals The City is committed to the vision and goals set out within the Denton 2040 Comprehensive Plan. The City would like to see an equivalent or better quality of development and environmental protection undertaken by MUDs within the City’s ETJ as is required by developers within City limits. Reaching an agreement between the City and the MUD on how the MUD will be developed, how services will be provided, and how the MUD will be managed over time will provide a level of certainty and clarity for both the MUD and the City. In addition, receiving consent from the City will satisfy one of the MUD’s application requirements for TCEQ approval. The City of Denton will review and evaluate applications for MUDs within the City’s ETJ in conjunction with this policy. The City seeks to avoid any unintentional or unforeseen financial, environmental or social burden on the City in the future. As such the goals of the policy are as follows: 1. Establish an equitable arrangement between the MUD and the City in order to influence the development as much as possible. 2. Establish clear guidelines with respect to MUDs, for the benefit of City Council, City staff and the MUD, and to ensure collaboration with Denton County and neighboring communities as applicable. 64 3 3. A MUD should be developed in a manner generally consistent with the Comprehensive Plan. 4. Encourage alignment with the City of Denton’s technical design standards, including but not limited to, road, water, wastewater, and stormwater standards (within the CCN) so that services can be provided to and maintained for the MUD over time. 5. Ensure the MUD has adequate protective services including fire, police, and ambulance services for the safety of residents and the greater community. 6. Verify the long-term fiscal sustainability of the MUD, in order to protect the residents’ investment, and ensure that a financial burden is not placed on the residents of the MUD or the City of Denton. 7. Encourage environmental stewardship of MUD lands and the provision of parks and open space for the long-term sustainability of the City’s ETJ and the enjoyment of MUD residents. 8. To prepare for potential future annexation of a MUD in ETJ 1, ensure that the recommendations of this policy are implemented to facilitate the technical and financial integration of the MUD into the City. 9. For lands within ETJ 2, ensure that the recommendations of this policy are implemented so that any possible negative offsite impacts of the development are minimized, and necessary services can be provided. 10. Establish a framework for necessary communication regarding a MUD with Denton County to ensure necessary coordination between the City and County takes place. 11. Establish clear guidelines for a development agreement between a MUD and the City of Denton, should the City decide a development agreement is beneficial. III. How to use this document: As part of the TCEQ application process, a proposed MUD is required to seek consent from any city in whose ETJ the MUD wishes to locate. The proposed MUD should provide the TCEQ with evidence that the application (to the TCEQ) conforms substantially to the City’s consent and provide evidence that the City’s consent does not place any conditions or restrictions on the proposed MUD District unless otherwise negotiated through a development agreement. This policy will act as a tool for the MUD, City of Denton staff and City Council to evaluate an application for consent. For detailed consent application requirements please refer to the MUD application, available on the City website (insert link). This policy should be reviewed prior to pre-application meetings with City staff and prior to formal application for City consent. Once a complete consent application is submitted to the City, staff will review the submission and discuss any questions, concerns, or items of clarification with the applicant. Within 90 days of receiving a complete application, staff will formulate a recommendation and bring the MUD application forward for Council consideration. City Council may support applications for consent where: • The recommendations of this policy are met; 65 4 • The proposed MUD is consistent with this policy and the vision and goals of the Denton Comprehensive Plan; and • The proposed MUD meets or exceeds the City’s minimum in requirements as applicable. Should the City consent to the creation of a MUD, a development agreement may be entered into between the MUD and the City. Any conditions of consent specified by Council, including but not limited to, provision of services, details related to the finances of the MUD, future annexation, and/or the provision of emergency services, should be included in the development agreement. In special circumstances, where alternate and acceptable provisions have been agreed upon by the City and the MUD, Council may vary the recommendations in this policy. If the proposed MUD is located adjacent to the City’s corporate boundary voluntary annexation may be considered in lieu of a MUD. Annexation into the City may provide alternative funding options for the development, such as a Public Improvement District (PID) and would be subject to approval by City Council. City Council may choose not to support applications for consent where: • The City has plans to provide municipal services to the area proposed for the MUD within the next 5 years; • The property is currently included in a Non-Annexation Agreement; or • The recommendations of this policy have not been met. City Council shall not consider applications for consent where: • The proposed MUD is located (in part or in whole) within the current Denton corporate boundaries; • The City has plans to annex the lands included within the proposed MUD; or • The proposed MUD application is incomplete. Should a proposed MUD not be granted consent by City Council and the MUD moves forward with the TCEQ application process, the City may challenge the applicant’s request before the TCEQ and may appeal the decision of the TCEQ to the District Court. IV. Conditions and Considerations for Consent: The conditions and considerations for consent outlined in this policy stem from the City’s vision for smart balanced growth, high-quality development, and a commitment to sustainability. It is important to the City that MUDs in the City’s ETJ, which is the City’s future growth area, adopt a similar vision and commitment to quality for their community. This will allow for seamless integration of the development into the City and surrounding region as it grows. 66 5 A. General As MUDs are located within the City’s ETJ, and may in the future be annexed into the City, it is of high importance to the City that MUDs are developed in accordance with the City’s comprehensive plan. The City’s MUD application process provides the opportunity for the MUD and the City to confirm alignment with the City’s comprehensive plan and outline an agreement on how development and ongoing maintenance of the MUD will occur. • The proposed MUD should be generally consistent with the vision, goals and policies of the City of Denton Comprehensive Plan. • Should City Council grant consent to the MUD, the City and the MUD should enter into a development agreement to outline all associated conditions of consent. • The MUD should obtain all rights-of-way and easements necessary for the MUD. If the MUD is not able to obtain necessary third-party rights-of-way and easements then the City may, where allowed by State law, assist through the eminent domain process for services provided by the City and all associated fees should be borne by the MUD. B. Denton County While the City has the authority to grant consent to proposed MUDs, MUDs are also located within Denton County. The development of a MUD has potential impacts on the infrastructure and services provided by the County. Examples of these impacts include, but are not limited to, road maintenance, fire protection, and policing services. To encourage communication and transparency the County should be kept apprised of any MUD applications within the City’s ETJ. • A proposed MUD should submit a copy of their application for consent to Denton County in tandem with the proposed MUD application submittal to the City. • The City, County, and if necessary the MUD applicant, should make a concerted effort to discuss any items within the application that require clarification or are of concern to the County. • Any services assumed by the City that would otherwise be provided by the County should be included within a development agreement. C. Development The City recognizes that MUDs present a unique opportunity for residents to live in rural setting. That being said, the ETJ is the City’s growth area and requires management and planning so that the City’s long-term vision can be realized. Contiguous, staged growth which is fiscally and environmentally sound, reduces fragmentation and sprawl, discourages premature development, and conserves the City’s future expansion area are key considerations for the City in the ETJ. Therefore, it is important that MUDs: • Employ conservation design principles in subdivision design to maximize retention of existing topography, scenic views, natural drainage flows and natural habitat. 67 6 • Include diversity of housing types. • Prioritize low impact design and minimize the use of impermeable surfaces in order to maximize storm water quality and minimize downstream impacts. • Limit commercial land uses; however, should commercial land area be included in a MUD then the City and MUD should consider entering into a strategic partnership agreement, or a limited annexation, to allow the City to collect sales taxes from the area. • Provide public school sites within the MUD boundary if required by the applicable school district. • Use the City’s development standards contained within the Denton Development Code and Criteria Manuals as a basis for development standards in the MUD. • Develop in accordance with the submitted concept plan, and any significant changes to the concept plan should be submitted to the City for review and approval. D. Transportation It is important that the local and regional transportation network be well planned and sustainable. This includes planning for increased capacity and using consistent standards between the City, County and MUD, so that future connections, maintenance and replacement of transportation infrastructure can be streamlined over the long term. • Transportation networks and construction design should be reflective of applicable City and County mobility plans and design standards. • Regional transportation improvements may be required as they benefit the proposed MUD and are necessary to facilitate future development in the surrounding area. • Transportation plans, including a transportation impact analysis (TIA), should be reviewed and approved by the City in accordance with City standards. Construction of and/or necessary upgrades to roadways shall be at the sole cost of the MUD developer. Associated built infrastructure should be inspected by the City and/or County (whoever has applicable jurisdiction) to ensure that appropriate design standards are met. This will help to ensure consistency with City and/or County infrastructure and promote the long-term sustainability of the road network. • The MUD transportation network should be maintained and repaired to the satisfaction of the City and/or County in accordance with the applicable jurisdiction’s maintenance standards. E. Utility Services - Water, wastewater and stormwater facilities The location of the proposed MUD within the City’s ETJ will determine the nature of utility services for the MUD. Proposed MUDs that are within the City’s certificate of convenience and necessity (CCN), the boundaries of which generally align with ETJ1 boundaries, are eligible to receive City utility services. Where this is the case, it is important that applicable City infrastructure standards are used so that the MUD utility system is able to integrate 68 7 into the City’s existing utility infrastructure system. When located within the CCN it will be important that future growth in the ETJ is considered so that efficiencies are gained where possible, and this may require the coordination of oversizing of utility infrastructure. Areas that are outside the City’s CCN will not be eligible for City utility services. Where a proposed MUD is located outside the City’s CCN it will be important to ensure that utility systems installed for the MUD are technically sound and minimize the potential risk of harm to residents and the surrounding environment. Furthermore, coordination with the water supplier and TCEQ for the area should be pursued. In general, regardless of where located, all MUDs should achieve the following objectives. • All MUDs shall have adequate infrastructure for water, wastewater, and stormwater, as approved by the appropriate jurisdiction. • Utility infrastructure that services the proposed MUD should be consistent with the City’s Utilities Master Plan to ensure efficient construction and use of utility infrastructure. • The proposed MUD should demonstrate, to the satisfaction of the City, how utilities will be managed over time, including: • Treatment capacity; • Capacity/allocation per dwelling unit/commercial unit; and • Fiscal surety including usage rates, maintenance and amortization. • Costs to relocate any existing utility infrastructure should be borne by the MUD, not by the City. • To ensure fiscal sustainability for the MUD, taxes for the operation and ongoing maintenance of the MUD utilities should be established (in accordance with 49.107 of the Texas Water Code), and any surplus funds collected through taxes should be deposited in a capital reserves replacement fund. • Water conservation techniques should be implemented in accordance with City standards, so that water resources are managed in an equitable and sustainable manner over time. The following MUD objectives are more specific to geographical considerations as it relates to the City’s CCN. Within the City’s CCN: • To avoid duplication of services and infrastructure, a MUD located within the City’s CCN should use the City as the exclusive provider of utility services. In such a case, the City shall set and collect all associated fees with the provision of service. • Future growth in the CCN should be a consideration when determining the size and capacity of utility infrastructure. Infrastructure should be built to a regional standard/capacity in a manner consistent with the City’s comprehensive plan and utility master plans. This will avoid duplication of infrastructure and allow 69 8 for maintenance and replacement cost efficiencies. Items that may need to be considered in the design of the MUD utility network may include, but not be limited to: • wastewater interceptors and lift stations; • water lines; • treatment plants; and • stormwater infrastructure. • The City may enter into discussions on cost-sharing of off-site improvements where system wide improvements are necessary and will benefit multiple properties. • To ensure utility infrastructure is constructed to an appropriate standard, the following should take place: • Plans for all utility infrastructure should be prepared, reviewed and approved in accordance with City design standards. • The City should inspect all utility infrastructure, at the MUD developers cost, to ensure compliance with approved infrastructure plans. • If utility infrastructure is not built to City standards, an exemption should be granted by the City where appropriate. • The City and MUD may by agreement determine whether the MUD or City is the owner of the utility infrastructure. • If a MUD within the City’s CCN wishes to receive utility services from another source, prior written approval from Denton City Council shall be required unless otherwise allowed by state law. Outside the City’s CCN: • Plans for all utility infrastructure should be prepared, reviewed and approved in accordance with the City, Denton County, and/or the applicable utility district(s) design standards. • Denton County and the applicable utility district(s) should be responsible for inspections of utility infrastructure to ensure compliance with approved infrastructure plans. • Where the long-term maintenance of the utility system is the responsibility of the MUD, a maintenance plan should be submitted to the City and the County for review. F. Electric Service Electric service should be provided to the MUD community in a comprehensive and cost- effective manner to the benefit of MUD residents. Where a proposed MUD is located in the City’s single certified service area, the City is the exclusive provider of electric utilities. Where a proposed MUD is located in the City’s multiple certified service area, the City prefers to be the exclusive provider of electric utilities so that network efficiencies can be 70 9 realized. Therefore, the following is recommended as it relates to electrical service for the MUD development. • Where a proposed MUD is located within the City’s single certified service areas, the city shall be the exclusive provider electric utilities. • Where a proposed MUD is located within the City’s multiple certified service areas, a MUD may solicit proposals for electric service from other providers in order to evaluate the market and ensure that the developer obtains a competitive rate for comprehensive service. The City should have the opportunity to review proposals for electric service solicited by the MUD and should have the opportunity to submit a competing offer to provide electric distribution service to the MUD. If the City submits a proposal that is equivalent to the other lowest cost provider, then the MUD should obtain electric service from the City. G. Emergency services For the safety of MUD residents and the surrounding area, it is important that a proposed MUD secure comprehensive emergency services, including fire and ambulance services. Considerations for emergency services include response times, and the level/quality of services the provider is able to offer. For this reason, it is the City’s preference that the City be the provider of emergency services, particularly within ETJ1, where there is proximity with existing emergency service infrastructure. Once a MUD consent application has been filed with the City, the MUD and the City should discuss the provision of emergency services or alternate emergency service providers if deemed necessary. For the safety of residents, the MUD shall demonstrate that it has appropriate emergency services. • If the City provides fire protection services within the MUD, a Fire Protection Agreement with the City must be approved by City Council. The agreement should include terms and conditions for the MUD to receive full City of Denton fire protection services and include a Fire Service Improvement Fee (or similar fee) to fund fire station construction and operations. • The City may require the donation of land to the City (as applicable) for fire stations or other public safety facilities, if determined necessary for the provision of services by the City. • For the protection of residents, roadway design should enhance access and reduce response times (reference section IV.D for transportation requirements). H. Solid Waste and Recycling Solid waste and recycling services should be provided to the MUD community in a comprehensive and cost-effective manner to the benefit of the MUD residents, and should be managed in an environmentally sustainable manner. • Where a proposed MUD is located in which the City could reasonably provide solid waste and recycling services, the city should be the exclusive provider of these services. 71 10 • Solid waste and recycling services should be provided to the MUD at a competitive rate. The MUD may solicit proposals for solid waste and recycling services in order to obtain a competitive rate for comprehensive service. • The City should have the opportunity to review proposals for solid waste and recycling services and should have the opportunity to submit an offer to provide solid waste and recycling services to the MUD. If the City submits a proposal that is equivalent to the other lowest cost provider, then the MUD should obtain solid waste and recycling services from the City. I. Open Space/Environment The City of Denton places significant importance on environmental stewardship and green infrastructure (including parks, greenways, stream corridors and tree canopies). It is important that a proposed MUD integrate these values into the proposed development for the benefit of the regional environment and the enjoyment of residents. In addition, should a MUD be annexed into the City in the future, the incorporation of these considerations into the overall MUD development design layout will ensure the MUD will have equivalent design standards to the City. • Coordination between the MUD and the City should take place to ensure park, trail and open space development is consistent with the City’s Parks, Recreation and Trails System Masterplan, and the Preferred Land Preservation Plan within the Denton Comprehensive Plan. • When located within ETJ 1 and in close proximity to City limits, the City may require that trails and parkland or a public access easement be dedicated to the City. • The trail network within the MUD should: o Connect to points of interest within the MUD including, but not limited to, schools, parks, and residential areas. o Facilitate connections between the City and MUD, where possible, to the benefit of MUD residents and the larger region. o Be constructed to City standards for consistency and ease of maintenance. • Parks within the MUD should: o Be provided in a quantity and manner consistent with the City’s parkland dedication ordinance. o Protect unique features. o Be maintained over the short and long-term, including the update and replacement of park infrastructure as needed. o Be connected to the MUD trail network, and regional trail network, as applicable. • The MUD should be compliant with City Environmentally Sensitive Areas (ESA) regulations. • The MUD should be compliant with City tree preservation regulations. 72 11 J. Gas Wells The City prioritizes the safety of residents in situations where the gas industry and residents interact, through gas well setbacks and other standards. It is important that a proposed MUD integrate these gas well development standards into the proposed development for the benefit of the safety of its residents. In addition, should a MUD be annexed into the City in the future, the incorporation of these development standards into the overall MUD development design layout will ensure the MUD will have equivalent design standards to the City. • Gas wells are encouraged to be developed and operated in accordance with the Denton Development Code. Ideally, setbacks from gas wells should be consistent with setbacks outlined in the Denton Development Code. • MUDs containing gas wells where located within certain watershed areas of the ETJ, must follow watershed permitting requirements of the City. K. Financing It is a priority of the City that any MUD located within the City’s ETJ be developed in a fiscally sustainable manner. This will allow the MUD to succeed over time and will prevent any undue financial burden from being placed on MUD residents and/or the City. Unfortunately, it is possible that a potential financial burden could be passed on through increased taxes for MUD residents or through poorly maintained infrastructure and/or assumed debt if the MUD lands are annexed into the City in the future. The recommendations below seek to confirm the fiscal surety of the MUD over time. Bonds • Should a development agreement between the MUD and the City be required, the development agreement should outline conditions with regards to bonds, to ensure the fiscal surety of the MUD over the long term. These conditions may include, but not be limited to, the following: • Bonds should remain obligations of the MUD, until the MUDs dissolution. • Once the MUD has established a maturity date for initial bonds, the maturity date for any additional bonds issued should not extend beyond the maturity date of the initial bonds. If the MUD would like a bonds maturity date to extend beyond the initial maturity date consent from the City should be required. • The City and MUD may agree to limit a MUD to only issue bonds for the purposes of providing roads, water, wastewater and drainage improvements as provided in the Texas Water Code, Section 54.016(e). • The City may refuse to give consent to the issuance of bonds or limit the amount of bonds issued by the MUD if the MUD is not in compliance with all agreements between the MUD and the City. 73 12 • So that the City is aware of the ongoing financial management of the MUD, any development agreement between the MUD and the City should outline a series of reporting requirements with regards to administering bonds. These reporting requirements may include, but not be limited to, the following: • The value of the bonds being proposed for issuance; • The projects to be funded by such bonds; • The proposed debt service tax rate after issuance of the bonds; and • Within thirty (30) days after the MUD closes the sale of a series of bonds, the MUD shall deliver to the City Manager a copy of the final official statement for the bonds as well as any additional information requested by the City. Within sixty (60) days after the bonds are delivered the MUD should provide the City with a complete transcript of bond proceedings. Taxes • The MUD must be financially self-sustaining with an ad valorem tax rate sufficient to support the services provided by the MUD and a contract tax rate sufficient to support services provided to the MUD. • City property and land shall be exempted from all MUD taxes, assessments, charge fees and fines of any kind. • To ensure the long-term sustainability of infrastructure built in accordance with this policy the MUD should establish an Operation and Maintenance Tax pursuant to Section 49.107 of the Texas Water Code. The tax should establish a fund that is able to cover the ongoing maintenance and replacement of infrastructure. L. Annexation Should the proposed MUD desire future annexation into City limits, the proposed MUD may enter into discussion with the City to set annexation parameters at the time the proposed MUD is seeking consent from the City. Agreed upon terms will be outlined in a development agreement between the City and MUD so that there is clarity for the future annexation process. • The MUD should be developed in a manner consistent with this policy and other applicable City policies, so that future annexation is not impaired in any way. • Annexation should not occur until 100% of the original bonds for the creation and operation of the district have been repaid. • If there is a limited purpose annexation, the MUD and City should enter into a strategic partnership agreement (or similar) with the City to facilitate annexation. • Annexation should be based on fiscal impact, taking into consideration all public facilities and services, and whether adequate public facilities exist. • If public infrastructure is transferred to the City, all associated warranties should be transferred to the City. 74 Department of Development Services Planning Division 401 N Elm Denton, Texas 76201 (940) 349‐8360 Municipal Utility District Application Site Address or Roadway Boundary/ies Proposed Name of MUD Total Acreage of Proposed MUD Approx. Units Applicant Applicant Phone Phone Address City State Zip Email Property Owner Information Same As above Property Owner Phone Phone Address City State Zip Email Number of Current property owners located within the proposed MUD: Additional Proposal Information Proposed land uses (including number of units): Is the proposed MUD within the City’s CCN boundary? Is the Proposed MUD seeking water services from the City? Yes No Yes No Is the proposed MUD seeking fire services from the City? Is the Proposed MUD seeking wastewater services from the City? Yes No Yes No Is the proposed MUD seeking electric services from the City? Are any gas wells present within the proposed MUD boundary or within 500ft of the proposed MUD boundary? Yes No Yes No Are all application requirements included with this application? (please see the attached checklist) Yes No Project #: Date Received: 75 Applicant Initials I have read, understand, and fully acknowledge the City's adopted policy regarding the establishment of Municipal Utility Districts and intend to fully comply with said policy. (link to MUD policy will be here) The applicant has prepared this application and certifies that the facts stated herein and exhibits attached hereto are true, correct, and complete. IF THIS APPLICATION IS FILED BY ANYONE OTHER THAN THE OWNER OF THE PROPERTY, this application must be accompanied by a power of attorney or affidavit. If the owner is a company, the application must be accompanied by proof of authority for the company's representative to sign the application on its behalf. Signature of Applicant Date Owner Authorization: Email:Telephone: _ Address: Company Name:__Name:_____________________________________ __________________________________________ _______________________________________________________________________________________________ ______________________ _____________________________________________ CHECK ONE OF THE FOLLOWING: (name of project representative) to act in the capacity as my agent for submittal, processing, representation, and/or presentation of this development application. The designated agent shall be the principal contact person for responding to all requests for information and for resolving all issues of concern relative to this application. ☐I I will represent the application myself; or☐I I hereby designate ________________________ I hereby certify that I am the owner of the property and further certify that the information provided on this development application is true and correct. By signing below, I agree that the City of Denton (the “City”) is authorized and permitted to provide information contained within this application to the public. The City is also authorized and permitted to reproduce any copyrighted information submitted in connection with the application, if such reproduction is associated with the application in response to a Public Information Request. Date:_Owner's Signature: ___________________________________ ____________________ (printed owner’s name) the above signed, who, under oath, stated the following: “I hereby certify that I am the owner, for the purposes of this application; that all information submitted herein is true and correct.” day personally appeared BEFORE ME, a Notary Public on thisSTATE OF TEXAS COUNTY OF ______ ________________________ __________________________ . , 20day ofSUBSCRIBED AND SWORN TO before me, this the ______________________________ Notary Signature (Seal) ____________________________ 76 Municipal Utility District: Application Submission Requirements The documents and/or narrative statements listed below must be included with the application. Technical documents are encourage to include executive summaries, to simplify the review process. The application will not be considered complete if any of the documents below are missing, an incomplete application will delay the review process. General: Provide a narrative description of the vision for the proposed MUD, including demonstration that the proposal is consistent with the City’s comprehensive plan. Denton County: Evidence that the petition for consent, and a copy of the associated TCEQ application, was filed with the Denton County Clerk.* Development: A metes and bounds description of the proposed MUD*, with boundary survey exhibit. A vicinity map* A existing conditions map* (or preliminary plan, as referenced in the TCEQ application requirements) map which shows: o Existing facilities* o Any area of the proposed MUD contained int 100-year flood plain (if the district contains land within the 100-year floodplain, provide a narrative statement indicating this land will be developed or removed from the flood-plain)* A proposed concept plan map, including the number of units, approximate lot sizes, any proposed school sites, and public facility sites. MUDs which include anticipated recreational facilities* o detailed summary of the proposed recreational facility projects* o estimated costs* o proposed financing methods* Existing and projected populations* Transportation: A traffic impact assessment (TIA), or traffic analysis including: o Impact of the proposed MUD on the local and regional road network o Proposed road cross sections A maintenance and repair plan for MUD road infrastructure Utility Services: Description of existing area, conditions, topography, and proposed improvements* 100-year flood computations or source of information* Evaluation of the effect the district will have on: o Land elevation* o Subsidence* o Ground water level within the region* o Recharge capability of a groundwater source* 77 o Natural run-off rates and drainage* o Water quality* Proposal for how water and wastewater utility services will be provided to the MUD and managed over time including required: o Treatment capacity; o Capacity/allocation per dwelling unit/commercial unit; and o Fiscal surety including usage rates, maintenance and amortization. If located within the City’s CCN and seeking to have an alternate provider of services please provide documentation outlining availability for comparable service, including copies of corresponding utilities within two miles of the proposed district* Electric Service: Describe proposed plan for provision of electric services. Emergency Services: Describe proposed plan for provision of fire services. Solid Waste and Recycling: Describe proposed plan for provision of solid waste and recycling services. Open Space/Environment/Gas Wells: Map identifying environmentally sensitive areas, proposed parkland and proposed trail network. Include the parkland calculation used (based on the City’s parkland dedication ordinance). Map showing any existing gas wells, and setbacks to proposed development from existing gas wells. Financing: Market study * o Not more than 6 months old as of date petition is filed with the Commission* o Indicates projections (i.e. units per year and specific years) for proposed development including single family, commercial, retail etc. * Developer’s financial statement and experience with districts If the developer and the petitioner are different, documentation explaining the relationship between the developer and the petitioner* Cost estimates for proposed improvements and cost summary for anticipated bond issue requirement* Projected tax rate and water and wastewater rates* Annexation: If the proposed MUD would like to consider annexation into City limits in the future, provide a narrative explanation of the time and conditions under which the proposed MUD would like annexation to occur. * Indicates an existing application requirement for the TCEQ 78 Da Updated MUD Policy File ID 22-1446 1 City Council Meeting September 20, 2022 1 79 Purpose of agenda item: File ID 22-14469/20/22 2 •To present the updated MUD policy to Council. •To discuss and provide feedback and direction to staff on the updated MUD policy. Question for Council: •Does the updated MUD policy adequately lay out the City’s expectations for MUDs? 80 Denton’s MUDs Today •City has provided consent to five MUDs •MUD 11/Astra (2020) •La La Ranch Expansion #1 (2020) •OLEX/Meadows (2020) •Stonehill Ranch (2021) •Legends (2022) •Negotiated a development agreement with Legends Ranch •Currently 11 additional MUDs have expressed an intent to apply for consent from the City: •Astra expansion •Hickory Creek •La La Ranch (Expansion #2) •Sherwood •Stonehill Ranch •Young Tracts •Ponder Farms •Tabor Ranch •Rocky Top Expansion •Clear Creek 1 and 2 3Updated MUD Policy 81 Previous Direction from Council •Direction from May 17, 2022: •Council supportive updating the interim policy. •Council supportive of the policy purpose and goals as presented. •Updated policy should lay out the City’s minimum expectations for MUDs. •Council supportive of developing an application process concurrently with the policy. 9/20/22 4File ID 22-1446 82 Proposed Policy: The updated MUD policy is divided into the following sections: I.Introduction II.Goals III.How to use this document IV.Conditions and considerations for consent File ID 22-14469/20/22 5 83 I. Introduction •Introduction outlines that the policy will: •Guide discussions between the City and the MUD; •Outline the City’s goals, expectations and priorities; •Act as a resource to evaluate MUD applications for City consent; and •Provide a basis for a development agreement between the City and the MUD. File ID 22-14469/20/22 6 84 II. Proposed MUD Policy Goals 1.Establish an equitable arrangement between the MUD and the City in order to influence the development as much as possible. 2.Establish clear guidelines with respect to MUDs, for the benefit of City Council, City staff and the MUD, and to ensure collaboration with Denton County and neighboring communities as applicable. 3.A MUD should be developed in a manner generally consistent with the Comprehensive Plan. 4.Encourage alignment with the City of Denton’s technical design standards, including but not limited to, road, water, wastewater, and stormwater standards (within the CCN) so that services can be provided to and maintained for the MUD over time. 9/20/22 7File ID 22-1446 85 II. Proposed Goals (Cont.) 5.Ensure the MUD has adequate protective services including fire, police, and ambulance services for the safety of residents and the greater community. 6.Verify the long-term fiscal sustainability of the MUD, in order to protect the residents’ investment, and ensure that a financial burden is not placed on the residents of the MUD or the City of Denton. 7.Encourage environmental stewardship of MUD lands and the provision of parks and open space for the long-term sustainability of the City’s ETJ and the enjoyment of MUD residents. 8.To prepare for potential future annexation of a MUD in ETJ 1, ensure that the recommendations of this policy are implemented to facilitate the technical and financial integration of the MUD into the City. 9/20/22 8File ID 22-1446 86 II. Proposed Goals (Cont.) 9.For lands within ETJ 2, ensure that the recommendations of this policy are implemented so that any possible negative offsite impacts of the development are minimized, and necessary services can be provided. 10.Establish a framework for necessary communication regarding a MUD with Denton County to ensure necessary coordination between the City and County takes place. 11.Establish clear guidelines for a development agreement between a MUD and the City of Denton, should the City decide a development agreement is beneficial. 9/20/22 9File ID 22-1446 87 III. How to Use the Policy •Description of how the City process fits into the TCEQ application process. •Brief outline of the City’s application process. •Outlines scenarios where: •City Council may support applications for consent •City Council may not support applications for consent •City Council shall not consider applications for consent •Considerations include: alignment with City policies/requirements, annexation status, and location. File ID 22-14469/20/22 10 88 IV. Conditions and considerations for consent: •Section is broken up into 11 subsections, each subsection is focused on a different topic. •Each subsection lays out the City’s minimum expectations. •Subsections are: •General •Denton County •Development •Transportation •Utility Services •Electric Service •Emergency Services •Solid waste and recycling •Open Space/Environment •Gas Wells •Financing •Annexation File ID 22-14469/20/22 11 89 IV. Conditions and considerations for consent (Cont.) Common Themes: •Develops a framework for communication with Denton County. •Forms the basis of a development agreement between a MUD and the City. •Encourages alignment with City’s Comprehensive plan, master plans and technical requirements. •Roads, parks, water and wastewater, gas well setbacks •Strongly encourages using the City as a service provider where located within the City’s service area. •Water, wastewater, fire, electric, solid waste and recycling. •Encourages fiscal surety and provides the City with the ability to monitor finances. •Provides parameters for annexation discussions. File ID 22-14469/20/22 12 90 Development Agreement •The updated MUD policy identifies the Development Agreement as a tool the City can use to solidify that the City’s expectations are being met. •Development agreements are referred to throughout the policy –key locations are: •Introduction:(The policy) Provide(s) a basis for a development agreement between the City and the MUD, if deemed beneficial. •Goal 11: Establish clear guidelines for a development agreement between a MUD and the City of Denton, should the City decide a development agreement is beneficial. •General:Should City Council grant consent to the MUD, the City and the MUD should enter into a development agreement to outline all associated conditions of consent. File ID 22-14469/20/22 13 91 MUD Application •Designed to support the implementation of the updated MUD policy. •Submission requirements are designed to mirror the requirements of the TCEQ where possible. •Aim is to make the application process with the City as simple as possible for the MUD applicant. File ID 22-14469/20/22 14 92 Next Steps: •Receive feedback/discussion on the update MUD policy (September 20, 2022) •Does the updated MUD policy adequately lay out the City’s expectations for MUDs? •Staff will make adjustments to the updated MUD policy (if needed). •Updated MUD policy will be brought forward to Council for adoption through resolution. 9/20/22 15File ID 22-1446 93 Questions / Feedback / Discussion File ID 22-14469/20/22 16 94 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-882,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1). A Work Session to discuss and review the prospect of eliminating from City Policy all unnecessary employee drug testing, except where unambiguously required by state or federal law. (2). A Work Session to discuss and review the status of TXDOT roads the City intends to take back, and amendment of the Mobility Plan to include a roundabout at the intersection of Eagle, Bell, Dallas, and Locust. [Estimated Presentation/Discussion Time: 30 minutes] City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™95 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM: Sara Hensley DATE: September 20, 2022 SUBJECT Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) A Work Session to discuss and review the prospect of eliminating from City policy all unnecessary employee drug testing, except where unambiguously legally required by state or federal law. (2) A Work Session to discuss and review the status of TXDOT roads the City intends to take back, and amendment of the Mobility Plan to include a roundabout at the intersection of Eagle, Bell, Dallas, and Locust. [Estimated Presentation/Discussion Time: 30 minutes] BACKGROUND During the annual City Council retreat on Saturday, August 21, 2021, the City Council agreed to amend their current ordinance and the process by which they ensure there is a consensus of the City Council regarding the use of staff time when responding to requests from elected officials that anticipate taking more than two hours to complete or if there is a City Council policy decision to be made. The process developed during the retreat was further discussed and formally adopted at the September 28, 2021 City Council meeting (Exhibit 2). Staff will review one outstanding request for information per elected official during each work session. The weekly work session process will include staff introducing the requested topic followed by the requesting elected official having up to two minutes to describe and justify their request. Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request. Staff will respond to all requests where a consensus of at least four elected officials is established. To the extent possible, responses will be provided in the requested format including Informal Staff Reports, Legal Status Reports, City Council work session topics, or ordinances and resolutions to be considered on future City Council agendas. The Agenda Committee will assist in scheduling items receiving consensus based upon priority offered by Council Members, work session availability, and readiness of the item depending upon the total number of staff hours needed to develop, and the departments involved. As guidelines for Council Members to note and offer their priority while supporting an item, the following general categorization could be used to indicate any Council Member’s support in order to assist staff and the Agenda Committee. The following takes into consideration the perceived urgency, impact, and/or importance of the item. It is a general framework only to help offer some prioritization, especially in consideration of other scheduled Council priorities, major goals and projects, and scheduled work. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 96 • High – Time sensitivity of the item is significant; the item is critical to the community or organization; and/or the item is of such importance that it should take precedence over other scheduled priorities, projects, or items. • Moderate – The item is somewhat time-sensitive; the item has a valuable impact to the community or organization; and/or the item is important but should be integrated into work plans accordingly. • Low – The item is not time-sensitive; the item has an impact, but it is limited; and/or the item should be scheduled into work plans where possible but should not affect or delay other scheduled work. The following items will be discussed during this work session: (1) A Work Session to discuss and review the prospect of eliminating from City policy all unnecessary employee drug testing, except where unambiguously legally required by state or federal law. a. Requestor: Council Member Byrd b. Council Member Request: “I would like to schedule a 2-minute pitch to discuss and review the prospect to eliminate from city policy all unnecessary employee drug testing, except where unambiguously legally REQUIRED by state or federal law.” c. Staff Information: Related information is provided in he September 16 Friday Report Individual Staff Report #2022-058. If the Council wishes to move forward with this request, staff will develop a Work Session for presentation. d. Date Requested: August 16, 2022 e. Format for response: Work Session (2) A Work Session to discuss and review the status of TXDOT roads the City intends to take back, and amendment of the Mobility Plan to include a roundabout at the intersection of Eagle, Bell, Dallas, and Locust. f. Requestor: Council Member Davis g. Council Member Request: “Two-minute pitch request for a work session to discuss 1) the status of the TXDOT roads we intend to take back; and (2) amending the Mobility Plan to show a roundabout at the intersection of Eagle/Bell/Dallas/Locust. h. Staff Information: If the Council wishes to move forward with this request, staff will develop a Work Session for presentation. i. Date Requested: August 16, 2022 j. Format for response: Work Session EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance No. 21-1837 Exhibit 3 – Presentation Respectfully Submitted: Jennifer Rainey Assistant to the City Manager 97 ORDlNANCENO. 21 -1837 AN ORDINANCE OF THE CITY OF DENTON AMENDING SECTION 2-30 OF THE CODE OF THE CITY OF DENTON TO CHANGE THE TITLE AND INCREASE THE TIME FOR A REQUESTlNG COUNCILMEMBER TO DESCRIBE THE REQUEST; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR CODIFICATION; AND PROVIDlNG AN EFFECTlVE DATE. WHEREAS, on August 27, 2019 by Ordinance No. 19-2026, the City Council adopted Section 2-30 of the City of Denton Code of Ordinances to provide procedures to ensure there is a consensus of the City Council regarding the use of staff time when responding to requests from elected officials; and WHEREAS the City Council now desires to amend the City Council request procedures to change the section title to more accurately reflect the response types and to increase the time for the requesting councilmember to speak from one minute to two minutes; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Chapter 2, Article II, Section 2-30 of the Code of Ordinances of the City of Denton shall now read as follows: Chapter 2 -ADMINISTRATION ARTICLE II. -ADMINISTRATIVE ORGANIZATION Sec. 2-30. -City Council Requests for Information or Agenda Items. (a) Definitions. (1) For purposes of Section 2-30 the following definitions apply: a. "Request for Information" -Requests made by a member of the City Council to seek clarification on Board, Commission, Committee or City Council agenda items; address perceived service issues, infrastructure maintenance, or construction concerns caused by or impacting City operations and/or the quality oflife for Denton residents; and requests for policy-related research to evaluate policies implemented by other agencies and/or assess the impact a new policy or potential program may have if implemented by the City of Denton. b. "City Staff" -Includes employees of the City of Denton consisting of, or reporting to, the City Manager or the City Attorney. (b) City Council Requests for Information from City Staff. (1) All City Council requests for information from City Staff, must be submitted to the City Manager's Office via email and include at a minimum, the following details: a. Request Type; b. Purpose; 98 c. Time Sensitivity; and d. Preferred Response Format. (2) The City Manager's Office and/or the City Attorney's Office will estimate the amount of time required to respond to each request. (3) Requests estimated to take more than a total of two hours to complete will be brought forward within the next 30 calendar days, to a City Council work session to seek consensus from the full City Council regarding the use of City Staff time to fulfill the request. Requests for information referred to a work session will follow the procedures provided in sub-section (b) of Section 2-30. (c) City Council Requests for Information Referred to a Work Session. (1) A standing work session item will be added to each City Council agenda for City Council requests to be considered. a. The requesting Council Member will be required to provide a clear, written explanation describing the reason for the information requested. This description will be included as an attachment to the work session agenda materials and must be provided to the City Secretary in time to fully comply with Texas Open Meeting Act requirements. (2) During the work session, the requesting Council Member will have a maximum of two minutes to describe and justify their request. a. Remaining Council Members will then have a maximum of one minute each to provide feedback and indicate their support for the use of City Staff time to respond to the request. (3) Staff will respond to all requests where a consensus of at least four elected officials is established. To the extent possible, responses will be make in the requested format including Informal Staff Reports, Legal Status Reports, City Council work session topics, or ordinances and resolutions to be considered on future City Council agendas. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. SECTION 3. To the extent not otherwise provided, this ordinance shall repeal every prior ordinance in conflict herewith, but only insofar as the portion of such ordinance shall be in conflict; and as to all other sections of the ordinance not in direct conflict herewith, this ordinance shall be and is hereby made cumulative except as to such prior ordinances or portions thereof as are expressly repealed hereby. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. 99 SECTION 5. The City Secretary is hereby directed to record and publish the above regulations in the City's Code of Ordinances. The motion to approve this ordinance was made by ::Jg SSe Do..>-J ; 5 and seconded by J,<; 0..<(\ ::i)e.c)(..... , the ordinance was passed and approved by the following vote [J__ -0 ]: 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 1...o+~ day of 8et>¼-M~< , 2021. ~~---H SPETH,MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY BY: --------------- 100 City Council Pending Requests for Information City Council Meeting September 20, 2022 101 Work Session Process •Up to seven requests will be reviewed per meeting (one per Council Member) •Staff will introduce each request •The elected official that made the request will have up to two minutes to describe and justify their request •Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request •Staff will respond to all requests where a consensus of Council is established 2Legistar ID: 22-882 September 20, 2022 102 Work Session Process -Continued •The Agenda Committee will assist in scheduling items receiving consensus based upon priority offered by Council Members, work session availability, and readiness of the item. •As guidelines for Council Members to note and offer their priority while supporting an item, the following general categorization could be used to indicate any Council Member’s support to assist staff and the Agenda Committee: •High –Time-sensitivity of the item is significant; the item is critical to the community or organization; and/or the item is of such importance that it should take precedence over other scheduled priorities, projects, or items. •Moderate –The item is somewhat time-sensitive; the item has a valuable impact to the community or organization; and/or the item is important but should be integrated into work plans accordingly. •Low –The item is not time-sensitive; the item has an impact but it is limited; and/or the item should be scheduled into work plans where possible, but should not affect or delay other scheduled work. 3Legistar ID: 22-882 September 20, 2022 103 Item 1A Work Session to discuss and review the prospect of eliminating from City policy all unnecessary employee drug testing, except where unambiguously legally required by state or federal law. Requestor: Council Member Byrd Council Member Request:“I would like to schedule a 2-minute pitch to discuss and review the prospect to eliminate from city policy all unnecessary employee drug testing, except where unambiguously legally REQUIRED by state or federal law.” Staff Information: If the Council wishes to move forward with this request, staff will develop a Work Session for presentation. Date Requested: August 16, 2022 Requested Format for Response: Work Session 4Legistar ID: 22-882 September 20, 2022 104 Item 1A Work Session to discuss and review the status of TXDOT roads the City intends to take back, and amendment of the Mobility Plan to include a roundabout at the intersection of Eagle, Bell, Dallas,and Locust. Requestor: Council Member Davis Council Member Request:“Two-minute pitch request for a work session to discuss 1) the status of the TXDOT roads we intend to take back; and 2) amending the Mobility Plan to show a roundabout at the intersection of Eagle/Bell/Dallas/Locust.” Staff Information: If the Council wishes to move forward with this request, staff will develop a Work Session for presentation. Date Requested: August 16, 2022 Requested Format for Response: Work Session 5Legistar ID: 22-882 September 20, 2022 105 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1939,Version:1 AGENDA CAPTION Recognition: Certificate of Accreditation to Denton Police Department City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™106 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1787,Version:1 AGENDA CAPTION Proclamation: Fire Prevention Week City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™107 108 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1822,Version:1 AGENDA CAPTION Proclamation: Live United Month City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™109 110 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1954,Version:1 AGENDA CAPTION Proclamation: Hunger Action Month City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™111 112 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1956,Version:1 AGENDA CAPTION Proclamation: Muzquiz Friendship City Support City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™113 114 115 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1959,Version:1 AGENDA CAPTION Proclamation: National Forensic Science Week City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™116 117 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1763,Version:1 AGENDA CAPTION Ms. Wanda Bowman regarding retaliation for filing grievances for denial of services, and oversight of United Way. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™118 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1903,Version:1 AGENDA CAPTION Mrs. Jacqueline Shaw regarding Be The Match Blood Marrow (Stem Cell) Transplant Advocacy Campaign. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™119 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1904,Version:1 AGENDA CAPTION Mr. Stephen Dillenburg regarding willful misconduct. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™120 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1952,Version:1 AGENDA CAPTION Ms. Kimberly Truax regarding road construction of obstructive median at Hickory Creek and Livingston Drive. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™121 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-821,Version:1 AGENDA CAPTION Consider approval of the minutes of August 16 and August 30, 2022 Meetings. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™122 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Secretary’s Office CM: Sara Hensley DATE: September 20, 2022 SUBJECT Consider approval of the minutes of August 16, 2022 (Regular), and August 30, 2022 (Joint Council/DentonISD) meetings. BACKGROUND The minutes drafts are provided for review and formal approval by the City Council. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – August 16, 2022 Minutes Regular - Draft Exhibit 3 – August 30, 2022 Minutes Joint Council/Denton ISD - Draft Respectfully submitted: Rosa Rios City Secretary City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 123 CITY OF DENTON CITY COUNCIL MINUTES August 16, 2022 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, August 16, 2022, at 2:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT IN PERSON: Mayor Gerard Hudspeth, Mayor Pro Tem Brian Beck and Council Members Vicki Byrd, Jesse Davis, Alison Maguire, Brandon Chase McGee, and Chris Watts ABSENT: None Also present were City Manager Sara Hensley and City Attorney Mack Reinwand. Council Member Byrd arrived at 2:09 p.m. The posted agenda noted the registration process for public participation at this virtual meeting. However, there were no online registrations or call ins on any items on the agenda. WORK SESSION 1. Citizen Comments on Consent Agenda Items None 2. Requests for clarification of agenda items listed on this agenda. • Clarification was requested on the following items: o Mayor Hudspeth: Item 4.B (22-1388) o Council Member Watts: Item 7.A (22-1038) • The following items were pulled for Individual Consideration: o None 3. Work Session Reports A. ID 22-1534 Receive a report, hold a discussion, and give staff direction regarding the City of Denton ordinance and guidelines in issuing utility bill payment agreements. [Estimated Presentation/Discussion Time: 45 minutes] The item was presented and discussion followed. 124 City of Denton City Council Minutes August 16, 2022 Page 2 Following discussion, City Council consensus was to follow Staff recommendation #3, amending City Ordinance (only for 26-9(d)(2)) requiring program guidelines be approved by the City Manager, on file with City Secretary, available on the City website, and City Council notified of any changes prior to implementation. Staff was asked to provide an update on the program’s progress at a future work session. B. ID 22-1674 Receive a report, hold a discussion, and give staff direction regarding the preliminary FY 2022-23 Proposed Budget, Tax Rate, Capital Improvement Program and Five-Year Financial Forecast. [Estimated Presentation/Discussion Time: 1 hour] The item was presented and discussion followed. Following discussion, City Council consensus was that more information was needed to determine the proposed tax rate. If available, the Denton County Appraisal District valuations will be provided during the upcoming September 13, 2022 Special Called Meeting (Budget Workshop); and if not available, the presentation will be rescheduled for the September 20, 2022 Regular Meeting. The work session ended at 3:13 p.m. CLOSED MEETING 1. The City Council convened into a Closed Meeting at 3:14 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows. A. ID 22-1517 Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, dismissal, compensation, and/or contract of the City Manager. DELIBERATED B. ID 22-1518 Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, dismissal, compensation, and/or contract of the City Attorney. DELIBERATED C. ID 22-1629 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s attorneys on the legal status, expenses, strategy and options for resolution of litigation in Cause No. 22-4543-431, styled "Alison Maguire, Keri Caruthers, Tracy Runnels, and Emily Meisner v. Rosa Rios, in her Official Capacity as City Secretary of the City of Denton, Texas, the City of Denton, Texas, Donald Duff, in his Official Capacity as Representative of a Committee of Electors in the City of Denton, Texas; and, Frank Phillips, in his Official Capacity as Denton County Elections Administrator" pending in the 125 City of Denton City Council Minutes August 16, 2022 Page 3 431st District Court, Denton County, Texas; where 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 otherwise compromise the City’s legal position in pending litigation. DELIBERATED D. ID 22-1673 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s attorneys on the legal status, strategy and options for resolution of litigation in Cause No. 21-6356-431, styled "Opala, LLC v. City of Denton, Texas" pending in the 431st District Court, Denton County, Texas; where 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 otherwise compromise the City’s legal position in pending litigation. DELIBERATED The closed meeting started at 3:14 p.m. and ended at 6:31 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, August 16, 2022, at 6:36 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT IN PERSON: Mayor Gerard Hudspeth, Mayor Pro Tem Brian Beck and Council Members Vicki Byrd, Jesse Davis, Alison Maguire, Brandon Chase McGee, and Chris Watts ABSENT: None Also present were 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. 1. PLEDGE OF ALLEGIANCE A. U.S. Flag and B. Texas Flag 2. PROCLAMATIONS/PRESENTATIONS A. ID 22-1216 Proclamation: North Texas Overdose Awareness Day PRESENTED 126 City of Denton City Council Minutes August 16, 2022 Page 4 B. ID 22-1441 Proclamation: Constitution Week PRESENTED C. ID 22-1650 Proclamation: National Senior Center Month PRESENTED D. ID 22-1661 Proclamation: National Payroll Week PRESENTED E. ID 22-1662 Proclamation: Suicide Prevention Awareness Month PRESENTED 3. PRESENTATIONS FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Reports from members of the public 1) Receive Scheduled Citizen Reports from Members of the Public a. ID 22-1671 Mr. Stephen Dillenburg, 1004 Abbots Ln., regarding betrayal of public trust, conscious disregard for life, fraudulent inducement of dangerous behavior from fiduciary positions (of trust.) PRESENTED b. ID 22-1669 Wanda Bowman regarding retaliation for filing grievances for denial of services, and oversight of United Way. NOT PRESENTED 2) Additional Citizen Reports (Open Microphone) Citizen comments received are noted in Exhibit A. 4. CONSENT AGENDA The Consent Agenda consisted of Items 4.A-AP. During the Work Session held earlier in the day, no items were pulled for Individual Consideration. Council Member Davis moved to adopt the Consent Agenda as presented. Motion seconded by Mayor Pro Tem Beck. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Beck and Council Members Byrd, Davis, Maguire, McGee, and Watts NAYS (0): None 127 City of Denton City Council Minutes August 16, 2022 Page 5 A. ID 22-819 Consider approval of the minutes of July 26, August 2, and August 6, 2022 Meetings. APPROVED B. ID 22-1388 Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Planning & Zoning Commission. APPROVED APPOINTMENT LISTED ON EXHIBIT B C. ID 22-1401 Consider approval of a resolution of the City of Denton providing the July 11, 2022 meeting absence of a Public Utilities Board Member be excused; and providing an effective date. ASSIGNED RESOLUTION NO. 22-1401 D. ID 22-1471 Consider approval of a resolution of the City of Denton providing the August 8, 2022 meeting absence of a Public Utilities Board Member be excused; and providing an effective date. ASSIGNED RESOLUTION NO. 22-1471 E. ID 22-1683 Consider approval of a resolution of the City of Denton providing the August 8, 2022 meeting absence of a Public Utilities Board Member be excused; and providing an effective date. ASSIGNED RESOLUTION NO. 22-1683 F. ID 22-1499 Consider nominations and appointments to the Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board (Downtown TIRZ #1). APPROVED APPOINTMENTS LISTED ON EXHIBIT B G. ID 22-1524 Consider adoption of an ordinance of The City of Denton approving a grant to Steve’s Wine Bar, LLC., located at 111 Industrial St. from the Downtown Reinvestment Grant Program in an amount not to exceed $20,000.00; and providing for an effective date. The Downtown Denton Tax Increment Reinvestment Zone No.1 Board recommends approval (5-0). ASSIGNED ORDINANCE NO. 22-1524 ` H. ID 22-1545 Consider adoption of an ordinance of The City of Denton approving a grant to The Chestnut Tree LC., located at 107 W. Hickory St. from the Downtown Reinvestment Grant Program in an amount not to exceed $50,000.00; and providing for an effective date. The Downtown Denton Tax Increment Reinvestment Zone No.1 Board recommends approval (4-0-1). ASSIGNED ORDINANCE NO. 22-1545 128 City of Denton City Council Minutes August 16, 2022 Page 6 I. ID 22-1672 Consider adoption of an ordinance amending Chapter 2, Article IX of the Code of Ordinances of the City of Denton relating to the creation, appointments, and duties of the Economic Development Partnership Board to amend the qualifications and limitations of board members, and repealing Ordinance No. 2003-258 and subsequent amendments of Ordinance No. 2011-042, Ordinance No. 2014-009, Ordinance No. 2015-074, and Ordinance No. 2016-249; and providing for repealer and conflicts clauses and an effective date. ASSIGNED ORDINANCE NO. 22-1672 J. ID 22-1371 Consider adoption of an ordinance of the City of Denton approving a service agreement between the City of Denton, by and through its Fire Department, and Recovery Resource Council (RRC), a 501(C)(3) charitable organization, providing for an Overdose Response Team (ORT); and declaring an effective date. ASSIGNED ORDINANCE NO. 22-1371 K. ID 21-2817 Consider adoption of an ordinance of the City of Denton approving the Fiscal Year 2022-23 Annual Internal Audit Plan; and providing an effective date. ASSIGNED ORDINANCE NO. 21-2817 L. ID 22-1458 Consider approval of a resolution of the City Council of the City of Denton confirming the City Manager’s reappointment of Darhyl Ramsey to the Civil Service Commission to serve for the term beginning September 1, 2022 and ending August 31, 2025; and providing an effective date. ASSIGNED RESOLUTION NO. 22-1458 M. ID 22-1486 Consider adoption of an ordinance of the City of Denton approving a City co- sponsorship in an amount not to exceed $26,318.33 of in-kind services and resources for the Denton Blues Festival, which will be held on Friday, September 16, 2022, from 8:00 a.m. to 8:00 p.m., Saturday, September 17, 2022, from 12:00 p.m. to 10:00 p.m., and Sunday, September 18, 2022, from 11:00 a.m. to 8:00 p.m., at the Quakertown Park; and providing an effective date. ASSIGNED ORDINANCE NO. 22-1486 N. ID 22-1487 Consider approval of a resolution of the City of Denton allowing the Denton Black Chamber of Commerce to sell alcoholic beverages at the Denton Blues Festival, on Friday, September 16, 2022, from 6:00 p.m. to 10:00 p.m., Saturday, September 17, 2022, from 12:00 p.m. to 10:00 p.m., and Sunday, September 18, 2022, from 11:00 a.m. to 8:00 p.m., at Quakertown Park, upon satisfying certain conditions; authorizing the City Manager to execute an Agreement in conformity with this Resolution; and providing for an effective date. The Parks, Recreation, and Beautification Board recommends approval (4-0). ASSIGNED RESOLUTION NO. 22-1487 129 City of Denton City Council Minutes August 16, 2022 Page 7 O. ID 22-1488 Consider adoption of an ordinance of the City of Denton granting the Denton Black Chamber of Commerce a three-year noise exception pursuant to Section 17-20 of the City of Denton Code of Ordinances for the Denton Blues Festival, which will be held on September 16-18, 2022, September 15-17, 2023, and September 20-22, 2024, Friday from 8:00 a.m. to 8:00 p.m., Saturday from 12:00 p.m. to 11:00 p.m., and Sunday from 10:00 a.m. to 9:00 p.m. at Quakertown Park; granting an exception for sound levels and a variance in the hours of operation on said dates; and providing an effective date. ASSIGNED ORDINANCE NO. 22-1488 P. ID 22-1489 Consider approval of a resolution of the City of Denton allowing the Denton Parks Foundation to sell alcoholic beverages at Dog Days of Denton, on Saturday, September 10, 2022, from 9:00 a.m. to 3:00 p.m., at the Quakertown Park and the Civic Center Pool, upon satisfying certain conditions; authorizing the City Manager to execute an agreement in conformity with this resolution; and providing for an effective date. The Parks, Recreation, and Beautification Board recommends approval (4-0). ASSIGNED RESOLUTION NO. 22-1489 Q. ID 22-1490 Consider adoption of an ordinance of the City of Denton approving a city co- sponsorship in an amount not to exceed $11,692.50 of in-kind services and resources for the Dog Days of Denton, which will be held on Saturday, September 10, 2022, from 9:00 a.m. to 3:00 p.m., at the Civic Center Pool and Quakertown Park; and providing an effective date. ASSIGNED ORDINANCE NO. 22-1490 R. ID 22-1491 Consider adoption of an ordinance of the City of Denton approving a City co- sponsorship in an amount not to exceed $5,615.66 of in-kind services and resources for the Arts & Autos Extravaganza event hosted by the Denton Main Street Association, which will be held on Saturday, September 10, 2022, from 9:00 a.m. to 3:00 p.m., at the Denton Downtown Square, 110 W. Hickory St; and providing an effective date. ASSIGNED ORDINANCE NO. 22-1491 S. ID 22-1492 Consider adoption of an ordinance of the City of Denton granting the Denton Festival Foundation Inc., a three-year noise exception pursuant to Section 17-20 of the City of Denton Code of Ordinances for the Denton Arts and Jazz Festival, which will be held on October 7-9, 2022, October 6-8, 2023, and October 4-6, 2024, Friday and Saturday from 10:00 p.m. to midnight and Sunday from 11:00 a.m. to 11:00 p.m. at Quakertown Park in Denton, Texas; granting an exception for sound levels exceeding seventy (70) decibels and a variance in the hours of operation on said date; and providing an effective date. ASSIGNED ORDINANCE NO. 22-1492 T. ID 22-1493 Consider approval of a resolution of the City of Denton allowing Profest, Inc. to sell alcoholic beverages at the Denton Arts and Jazz Festival, on Friday, October 7, from 3:00 p.m. to 11:00 p.m., Saturday, October 8, from 10:00 a.m. to 11:00 p.m., and Sunday, October 9, 2022, from 11:00 a.m. to 9:00 p.m., at Quakertown Park, upon satisfying certain 130 City of Denton City Council Minutes August 16, 2022 Page 8 conditions; authorizing the City Manager to execute an agreement in conformity with this resolution; and providing an effective date. The Parks, Recreation, and Beautification Board recommends approval (4-0). ASSIGNED RESOLUTION NO. 22-1493 U. ID 22-1503 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 Heritage- Crystal Clean, LLC, for the removal and disposal of oil, filters, absorbents, and coolant for the Denton Energy Center; providing for the expenditure of funds therefor; and providing an effective date (IFB 7639 - awarded to Heritage-Crystal Clean, LLC, for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to- exceed amount of $76,533.30). The Public Utilities Board recommends approval (5 - 0). ASSIGNED ORDINANCE NO. 22-1503 V. ID 22-1504 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 Schneider Electric Smart Grid Solutions, LLC, formerly Telvent USA, LLC, amending the contract approved by City Council on May 7, 2013, in the not-to- exceed amount of $491,813.75; said fourth amendment to continue to provide vendor support of the Denton Municipal Electric (DME) ArcFM Solution and associated software modules along with new hardware and software upgrades, which is the sole provider of these items, 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 8048 - providing for a two (2) year term and an additional fourth amendment expenditure amount not-to- exceed $95,000.00). The Public Utilities Board recommends approval (5 - 0). ASSIGNED ORDINANCE NO. 22-1504 W. ID 22-1505 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 FH ARC Abatement, LLC, dba ARC Abatement and Intercon Environmental, Inc., for Asbestos and Demolition Services for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7971 - awarded to FH ARC Abatement, LLC, dba ARC Abatement and Intercon Environmental, Inc., for a three (3) year term, with the option for two (2) additional one (1) year extensions, in the five (5) year not-to-exceed amount of $1,250,000.00). ASSIGNED ORDINANCE NO. 22-1505 X. ID 22-1509 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Kimley-Horn and Associates, Inc., for the Water/Wastewater Impact Fee Study for the City of Denton Water Utilities Department as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7998 - 131 City of Denton City Council Minutes August 16, 2022 Page 9 Professional Services Agreement for professional services awarded to Kimley-Horn and Associates, Inc., in the not-to-exceed amount of $194,600.00). The Public Utilities Board recommends approval (5 - 0). ASSIGNED ORDINANCE NO. 22-1509 Y. ID 22-1511 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 Rightway Healthcare, Inc., to provide health concierge services for the City of Denton employees and retirees; providing for the expenditure of funds therefor; and providing an effective date (RFP 7980 - awarded to Rightway Healthcare, 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 $597,000.00). ASSIGNED ORDINANCE NO. 22-1511 Z. ID 22-1538 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Burns & McDonnell Engineering Company, Inc., to manage and control the geometric network to a utility network in the capacity of Owner’s Engineer to DME’s Systems Operation Department; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7804-004 - Professional Services Agreement for professional services awarded to Burns & McDonnell Engineering Company, Inc., in the not-to-exceed amount of $387,500.00). The Public Utilities Board recommends approval (5 - 0). ASSIGNED ORDINANCE NO. 22-1538 AA. ID 22-1540 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 Design-Build Agreement between the City of Denton and Beta Engineering, LLC, for the design and construction of the Hickory Gas Insulated Substation for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7670 - Change Order No. 1 in the not-to-exceed amount of $811,000.00, for a total contract award aggregated to $41,280,000.00). The Public Utilities Board recommends approval (5 - 0). ASSIGNED ORDINANCE NO. 22-1540 AB. ID 22-1583 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 Pavecon Public Works LP, for the construction of the 2020 Street Bundle Sector I Project for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (CSP 7803 - Change Order No. 1, in the not-to- exceed amount of $378,258.72, for a total contract award aggregated to $4,158,333.95). The Public Utilities Board recommends approval (5 - 0). ASSIGNED ORDINANCE NO. 22-1583 132 City of Denton City Council Minutes August 16, 2022 Page 10 AC. ID 22-1586 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 renewal extension of maintenance for continued vendor support for Harris Public Utility Billing System and associated software modules, 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 8062 - 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 $2,353,646.73). The Public Utilities Board recommends approval (5 - 0). ASSIGNED ORDINANCE NO. 22-1586 AD. ID 22-1600 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 Hampel Oil Distributors, Inc., for the supply of engine lubrication oil, cooling system corrosion inhibitor, and monopropylene glycol additives for the Denton Energy Center; providing for the expenditure of funds therefor; and providing an effective date (IFB 7933 - awarded to Hampel Oil 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 $3,388,787.60). The Public Utilities Board recommends approval (5 - 0). ASSIGNED ORDINANCE NO. 22-1600 AE. ID 22-1603 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 Labor First, LLC dba Retiree First, LLC, to provide Administration of Post-65 Retiree Medical/Rx coverage for the City of Denton retirees; providing for the expenditure of funds therefor; and providing an effective date of January 1, 2023 (RFP 7981 - awarded to Labor First, LLC dba Retiree First, LLC, for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $7,790,000.00). ASSIGNED ORDINANCE NO. 22-1603 AF. ID 22-1687 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of an eighth amendment to a Professional Services Agreement between the City of Denton and Peak Program Value, LLC., amending the contract approved by City Council on October 13, 2020, in the not-to-exceed amount of $696,074.00; amended by amendments 1-7 approved by Purchasing and City Council; said eighth amendment for additional program management services for the construction phase of the Public Safety Buildings (Police Headquarters, Police Substation, and Firing Range); providing for the expenditure of funds therefor; and providing an effective date (File 7425 - providing for an additional eighth amendment expenditure amount not-to-exceed $423,320.00, with the total contract amount not-to-exceed $2,453,860.00). ASSIGNED ORDINANCE NO. 22-1687 133 City of Denton City Council Minutes August 16, 2022 Page 11 AG. ID 22-1521 Consider adoption of an ordinance approving a Grade Separated Road Crossing License Agreement by and between the City of Denton and the Dallas Area Rapid Transit for the Mayhill Phase 2 Project relating to the location of a City roadway crossing the Corridor at Mile Post 725.07 of the Denton Line within the County and City of Denton, Texas; authorizing the City Manager to execute the agreement and pay the $10.00 license fee; authorizing the expenditure of funds; and providing an effective date. ASSIGNED ORDINANCE NO. 22-1521 AH. ID 22-1643 Consider adoption of an ordinance amending Chapter 18 "Motor Vehicles and Traffic", Article III "Speed of Vehicles", Section 18-73 "Speed Limits on Certain Roads and Highways", "School Zones", of the code of ordinances of the City of Denton, to change the locations, extent, and speed limits of certain speed zones in the vicinity of a school; providing a repealer clause; providing a savings clause; providing a severability clause; providing a penalty clause; providing for publication; providing codification; and providing an effective date. ASSIGNED ORDINANCE NO. 22-1643 AI. ID 22-1530 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to enter into and execute vendor agreements with non-profit or governmental organizations that provide utility bill relief; providing for the acceptance of funds issued to Denton Municipal Utilities on behalf of customers from said no-profit or governmental organizations; and providing an effective date. The Public Utilities Board recommends approval (5-0). ASSIGNED ORDINANCE NO. 22-1530 AJ. ID 22-1532 Consider adoption of an ordinance of the City of Denton amending City Ordinance 18-1520 City of Denton Utility Billing Adjustments Policy to reflect changes adopted in Code of Ordinances to Section 26-128; providing a severability clause; providing a savings clause; providing for codification; and declaring an effective date. The Public Utilities Board recommends approval (5-0). ASSIGNED ORDINANCE NO. 22-1532 AK. ID 22-1527 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute Low Income Household Water Assistance Program (LIHWAP) vendor agreement between the Texoma Council of Governments, and the City of Denton, Texas; providing for the acceptance of funds issued to Denton Municipal Utilities on behalf of customers; and providing an effective date. The Public Utilities Board recommends approval (5-0). ASSIGNED ORDINANCE NO. 22-1527 AL. ID 22-1601 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and Grant Thornton LLP, amending the contract approved by the City Council on December 7, 2021, in the not-to-exceed amount of 134 City of Denton City Council Minutes August 16, 2022 Page 12 $116,335.00; said first amendment to provide project management services for accounts payable automation and vendor management consulting services for the Finance Department; providing for the expenditure of funds therefor; and providing an effective date (File 7831 - providing for an additional first amendment expenditure amount not-to-exceed $94,000.00, with the total contract amount not-to-exceed $210,335.00). ASSIGNED ORDINANCE NO. 22-1601 AM. ID 22-1602 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 D Warner Group, LLC, for the continued provision of financial data validation services in support of the City’s Purchasing Card (Pcard) program and the Finance Department’s Accounts Payable group; providing for the expenditure of funds therefor; and providing an effective date (RFP 7972 - awarded to D Warner Group, LLC, 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 $179,000.00). ASSIGNED ORDINANCE NO. 22-1602 AN. ID 22-1604 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute an agreement with Christine Sanders for the art design and production services for the public art sculpture installation to be located at the Denton Tennis Center, 1117 Riney Road, Denton, TX 76207, for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (File 8042 - awarded to Christine Sanders, in the not-to-exceed amount of $35,356.26). The Public Art Committee recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 22-1604 AO. ID 22-1605 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 Waxahachie, under the Texas Government Code, Section 791.001, to authorize the City of Waxahachie 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 8057 - award an Interlocal Cooperative Purchasing Agreement with the City of Waxahachie). ASSIGNED ORDINANCE NO. 22-1605 AP. ID 22-1626 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 LabWare, Inc., for the maintenance and upgrades to the Laboratory Information Management System for the Water and Wastewater Laboratory, 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 8014 - awarded to LabWare, Inc., for three (3) years, with the option for two (2) additional one (1) year 135 City of Denton City Council Minutes August 16, 2022 Page 13 extensions, in the total five (5) year not-to-exceed amount of $152,400.00). The Public Utilities Board recommends approval (5 - 0). ASSIGNED ORDINANCE NO. 22-1626 5. PUBLIC HEARINGS A. Z22-0008c 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 2 (R2) District to Suburban Corridor (SC) District on approximately 13.07 acres of land generally located at the northeast corner of North Locust Street and Hercules Lane, 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 [4-1] to recommend approval of the request. (Z22-0008c, Asbury UMC, Julie Wyatt) ASSIGNED ORDINANCE NO. Z22-0008c There were no online registrations or call-ins on the item. The item was presented and discussion followed. The public hearing was opened and citizen comments received are noted on Exhibit A. With no other callers on queue, the public hearing was closed. Following discussion, Mayor Pro Tem Beck moved to adopt the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Beck and Council Members Byrd, Davis, Maguire, McGee, and Watts NAYS (0): None B. AESA22-0002b Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas approving an Alternative Environmentally Sensitive Area Plan for a site generally located on the southwest side of the intersection of Western Boulevard and Jim Christal Road, in the City of Denton, Denton County, Texas adopting an amendment to the city’s official Environmentally Sensitive Areas map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. (AESA22-0002b, Denton Exeter Addition No. 3, Onsite Development, Christi Upton) ASSIGNED ORDINANCE NO. AESA22-0002b 136 City of Denton City Council Minutes August 16, 2022 Page 14 There were no online registrations or call-ins on the item. The item was presented and no discussion followed. The public hearing was opened and with no callers in the queue, the public hearing was closed. Council Member Watts moved to adopt the item as presented. Motion seconded by Council Member Byrd. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Beck and Council Members Byrd, Davis, Maguire, McGee, and Watts NAYS (0): None 6. ITEMS FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS A. ID 22-1513 Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of various (I) permanent water easements (II) permanent wastewater easements, (III) permanent electric easements, and (VI) temporary construction easements, generally located along Interstate 35 North, U.S. Highway 380 (University Drive) to U.S. Highway 77 to Milam Road, situated in the BBB & C RR CO Survey, Abstract No. 141, Ignacio De-Los-Santos Coy Survey, Abstract No. 212, S. Johnson Survey, Abstract No. 683, Alexander White Survey, Abstract No. 1406, John Ayers Survey, Abstract No. 2, Francis Batson Survey, Abstract No. 43, Nathan Wade Survey, Abstract No. 1407, Eugene Puchalski Survey, Abstract No. 996, BBB & C RR CO Survey, Abstract No. 192, 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. 22-1513 There were no online registrations or call-ins on the item. The item was presented and no discussion followed. Council Member Davis 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 permanent water easements, permanent wastewater easements, permanent electric easements and temporary construction easements generally located along Interstate 35 North, U.S. Highway 380 (University Drive) to U.S. Highway 77 to Milam Road, situated in the BBB & C RR CO Survey, Abstract No. 141, Ignacio De-Los-Santos Coy Survey, Abstract No. 212, S. Johnson 137 City of Denton City Council Minutes August 16, 2022 Page 15 Survey, Abstract No. 683, Alexander White Survey, Abstract No. 1406, John Ayers Survey, Abstract No. 2, Francis Batson Survey, Abstract No. 43, Nathan Wade Survey, Abstract No. 1407, Eugene Puchalski Survey, Abstract No. 996, BBB & C RR CO Survey, Abstract No. 192, 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 relocate the City’s utility infrastructure out of the TxDOT IH-35N right-of-way into new easements to serve the public and citizens of the City of Denton. Each page of Exhibit A of the proposed ordinance was shown on screen prior to a second to the motion being called. Motion seconded by Council Member Byrd. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Beck and Council Members Byrd, Davis, Maguire, McGee, and Watts NAYS (0): None 7. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 22-1038 Consider an appointment to the Development Code Review Committee. APPROVED APPOINTMENT LISTED ON EXHIBIT B There were no online registrations or call-ins on the item. The item was not presented and discussion followed. Following discussion, Mayor Hudspeth moved to appoint Tim Smith as noted on Exhibit B. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Beck and Council Members Byrd, Davis, Maguire, McGee, and Watts NAYS (0): None B. ID 22-1500 Consider appointing a nominating committee to recommend appointees to serve on the Economic Development Partnership Board. The item was presented and discussion followed. 138 City of Denton City Council Minutes August 16, 2022 Page 16 Following discussion, Mayor Pro Tem Beck moved to appoint the following to the Nominating Committee: APPOINTEES Mayor Gerard Hudspeth Council Member Vicki Byrd Denton Chamber of Commerce Member Jill Jester Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Beck and Council Members Byrd, Davis, Maguire, McGee, and Watts NAYS (0): None C. ID 22-1592 Consider approval of a resolution of the City Council of the City of Denton, Texas placing a proposal on the September 27, 2022, City Council public meeting agenda to adopt a 2022 Tax Rate that will exceed the lower of the no-new-revenue tax rate or the voter approval tax rate; calling a public hearing on the proposed tax rate increase to be held on September 20, 2022; calling a public hearing on the budget for the fiscal year 2022-2023 Annual Program of Services of the City of Denton to be held on September 20, 2022; requiring the publication and posting of notices of the public hearings and meetings in accordance with the law; and providing an effective date. ASSIGNED RESOLUTION NO. 22-1592 There were no online registrations or call-ins on the item. The item was presented and discussion followed. Following discussion, Council Member Maguire moved to adopt the item as presented. Motion seconded by Mayor Pro Tem Beck. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Beck and Council Members Byrd, Davis, Maguire, McGee, and Watts NAYS (0): None 8. CONCLUDING ITEMS Council Members expressed items of interest. 139 City of Denton City Council Minutes August 16, 2022 Page 17 With no further business, the meeting was adjourned at 8:30 p.m. ____________________________________ ____________________________________ GERARD HUDSPETH JESUS SALAZAR MAYOR DEPUTY CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ________________________________________________ 140 CITY OF DENTON CITY COUNCIL MINUTES August 30, 2022 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Special Called Joint Meeting with the Denton Independent School District Board of Trustees on Tuesday, August 30, 2022, at 11:39 a.m. at the Development Service Center, Training Rooms 3, 4, and 5, at 401 N Elm Street, Denton, Texas. PRESENT IN PERSON: Mayor Gerard Hudspeth, Mayor Pro Tem Brian Beck and Council Members Vicki Byrd, Jesse Davis, Alison Maguire, Brandon Chase McGee, and Chris Watts ABSENT: None Also present were City Manager Sara Hensley and City Attorney Mack Reinwand. Board of Trustees representing the Denton Independent School District (DISD) were President Mia Price, Vice-President Barbara Burns, and Board Members Dr. Jim Alexander, Amy Bundgus, Sheryl English, and Charles Stafford. Also present were Superintendent Dr. Jamie Wilson, Executive Director of Operations Paul Andress, Deputy Superintendent Scott Niven, Assistant Superintendent for Academic Programs Susannah O’Bara, General Counsel Deron Robinson, Chief Communications Officer Julie Zwahr, Demographer Bob Templeton, and Executive Assistant Kim Stevenson. DISD President Price also called their Special Called Meeting to order at 11:39 a.m. WORK SESSION A. ID 22-1548 Receive a report, hold a discussion, and give staff direction regarding safety initiatives for Denton Independent School District schools and facilities. The item related to Closed Meeting Item 1.A. (22-1551). However, the Closed Meeting was not held. Council Member Davis had a conflict of interest on the item and left the meeting room. The presentation was made by Denton ISD Director of Safety and Security (Denton Police Department) David Mays and Student Resource Sergeant Derek Bradford (Denton Police Department) and discussion followed. Following discussion, there was no direction provided as the item was for presentation/discussion purposes. 141 City of Denton City Council Minutes August 30, 2022 Page 2 B. ID 22-1549 Receive a report, hold a discussion, and give staff direction regarding future development, infrastructure, and facilities planning and initiatives. The presentation was made by DISD Demographer Bob Templeton and included other City Staff and discussion followed. Following discussion, there was no direction provided as the item was for presentation/discussion purposes. C. ID 22-1550 Receive a report, hold a discussion, and give staff direction regarding topics for future joint meeting discussions and updates. Following discussion, the following were provided for future discussion/update at the next joint meeting: • Hunter/Cole project; • Bond planning and public interaction and helping each other successfully promote bond programs; • North Central Texas Council of Governments’ (NCTCOG) Safe After School Program and efforts to come into alignment; • Mobility efforts (streets, roadways, sidewalks) for children to get to school; • Role in County Commissioners in addressing roadway needs and expediting project completion; • City take a stronger involvement at the regional level to clearly identify the role of the NCTCOG in what they can do to help the City and Denton Independent School District (DISD)to collectively achieve established goals; • City and DISD to meet bi-annually on the 5th Tuesday of the applicable month, with possibly looking at reinstating quarterly joint meetings; look at involving the Texas Department of Transportation o Next joint meeting to be held Tuesday, November 29, 2022; involve the Denton Chamber of Commerce if possible; • Look at multi-agency joint meetings to mutually align Legislative Programs/Agendas; and • Increase partnership between the City and DISD by o Pulling resources on use of vendors and knowledge base o Joining economic development efforts o Joint use of facilities, amenities, and staff. The work session ended at 1:42 p.m. 142 City of Denton City Council Minutes August 30, 2022 Page 3 CLOSED MEETING - NOT HELD 1. The City Council did not convene into a Closed Meeting therefore the following item was not considered. A. ID 22-1551 Deliberations regarding the deployment, or specific occasions for implementation, of security personnel or devices in school facilities and infrastructure. Receive a presentation from staff regarding school safety and provide direction to staff - Under Texas Government Code Section 551.076 and Texas Government Code Section 551.089. NOT DELIBERATED The item related to Work Session Item 1.A (22-1548) discussed earlier in the day. With no further business, Mayor Hudspeth and DISD President Price adjourned the Special Called Joint Meeting at 1:42 p.m. ____________________________________ ____________________________________ GERARD HUDSPETH ROSA RIOS MAYOR CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ________________________________________________ 143 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1389,Version:1 AGENDA CAPTION Consider nominations/appointments to the City’s Boards,Commissions,and Committees:Animal Shelter Advisory Committee,Board of Ethics,Community Services Advisory Committee,Parks,Recreation & Beautification Board, and Zoning Board of Adjustment. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™144 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Secretary’s Office CM: Sara Hensley DATE: September 20, 2022 SUBJECT Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Animal Shelter Advisory Committee, Board of Ethics, Community Services Advisory Committee, Parks, Recreation & Beautification Board, and Zoning Board of Adjustment. BACKGROUND This item provides for the continued (re)appointment of members whose terms end(ed) in 2021 and 2022. It also provides for appointment to any existing vacancies resulting from resignations or those seats under which existing members are holding over from a previous term. 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. 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 145 BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM NOMINEE PRESENT TERM NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY Animal Shelter Advisory Committee 2 Beck Diana Leggett 2022-2024 - Holdover (Under Seat 5) September 1, 2022throughAugust 31, 2024 Reappointment Qualif. 4 - Representative of an animal welfare organization (Moves from Seat 5 to Seat 2) Animal Shelter Advisory Committee 7 Hudspeth Monica Benavides N/A UNEXPIREDSeptember 1, 2021throughAugust 31, 2023 NewQualif. 2: City Official Board of Ethics 6 Watts Tom Pryor N/A UNEXPIREDSeptember 1, 2022throughAugust 31, 2024 New Board of Ethics Alt. 3 Beck David Zoltner N/A UNEXPIREDSeptember 1, 2021throughAugust 31, 2023 New - Alternate Community Services Advisory Committee ALL - 3 Hudspeth Janel Salinas N/A UNEXPIREDSeptember 1, 2022throughAugust 31, 2024 New Parks, Recreation and Beautification Board 2 Beck Jerry Dooley 2022-2024 - Holdover September 1, 2022throughAugust 31, 2024 Reappointment Parks, Recreation and Beautification Board 5 McGee George Ferrie 2022-2024 - Holdover September 1, 2022throughAugust 31, 2024 Reappointment Zoning Board of Adjustment 5 McGee Connor Hall N/A UNEXPIREDSeptember 1, 2022throughAugust 31, 2024 New BOARDS & COMMISSIONS - NOMINATIONS LIST September 20, 2022 146 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1627,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton providing the August 22, 2022 meeting absence of a Public Utilities Board member be excused; and providing an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™147 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM: Sara Hensley DATE: September 20, 2022 SUBJECT Consider approval of a resolution of the City of Denton providing the August 22, 2022 meeting absence of a Public Utilities Board member be excused; and providing an effective date. BACKGROUND Section 2-83(c) of the Denton City Code mandates board, commission, or committee members who cannot attend a meeting must contact the chairperson or an appropriate staff liaison to report the absence before the start of the meeting and provide the reason. Absences can be excused by the City Secretary if the notification is received in advance of the meeting and if the absence is for the following reasons: personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, or an absence necessary for the member's business or employment. All board, commission, and committee members are provided information on the attendance requirements. Public Utilities Board (PUB) Member Lee Riback reported his absence on August 22, 2022 was due to a family vacation. 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 Riback 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 148 RESOLUTION NO. ____________ A RESOLUTION OF THE CITY OF DENTON PROVIDING THE AUGUST 22, 2022 MEETING ABSENCE OF A PUBLIC UTILITIES BOARD MEMBER BE EXCUSED; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Ordinance No. 19-2866, adopted January 28, 2020, outlines the attendance policy/requirements for members of certain board, commission, and committees; and WHEREAS, at adoption, Ordinance No. 19-2866 amended Section 2-83(c)(1)(a) to provide that an absence shall be considered excused for the following reasons: personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, or an absence necessary for the member's business or employment; and WHEREAS, Section 2-83(c)(1)(b), provides that “[i]n the event an absence does not meet any of the above noted criteria for an excused absence, the member may submit a request to have the absence excused to the City Secretary's Office in writing no later than ten business days after the date the absence occurred, after which the City Secretary will then place an item on the next available city council agenda for their consideration, in accordance with the Texas Open Meetings Act.”; and WHEREAS, Public Utilities Board Member Lee Riback (Member) was absent from the August 22, 2022 meeting, with the purpose of the absence not meeting the criteria for an excused absence; and WHEREAS, the Member has requested City Council excuse the absence from the August 22, 2022 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 Lee Riback’s absence from the August 22, 2022 Public Utilities Board meeting is sufficient to provide the absence be excused. SECTION 2. The attendance record should reflect such absence as excused. SECTION 3. 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 [___ - ___]: 149 Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. _______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 150 B&C NOTIFICATION OF ABSENCE Per Section 283(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@cityofdentoncom in 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 Lee Riback 4 4 4 Lee Riback 08/22/2022 Family vacation, we will be out of town on this date. 151 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1684,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton providing the August 8, 2022 meeting absence of a Historic Landmark Commission member be excused; and providing an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™152 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM: Sara Hensley DATE: September 20, 2022 SUBJECT Consider approval of a resolution of the City of Denton providing the August 8, 2022 meeting absence of a Historic Landmark Commission member be excused; and providing 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. Historic Landmark Commission (HLC) member Linnie McAdams reported the absence on August 8, 2022 was due to a vacation out of state. 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 McAdams 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 153 RESOLUTION NO. ____________ A RESOLUTION OF THE CITY OF DENTON PROVIDING THE AUGUST 8, 2022 MEETING ABSENCE OF A HISTORIC LANDMARK COMMISSION MEMBER BE EXCUSED; AND PROVIDING 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, Historic Landmark Commission Member Linnie McAdams (Member) was absent from the August 8, 2022 meeting, with the purpose of the absence not meeting the criteria for an excused absence; and WHEREAS, the Member has requested City Council excuse the absence from the August 8, 2022 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 Linnie McAdams’ absence from the August 8, 2022 Historic Landmark Commission meeting is sufficient to provide the absence be excused. SECTION 2. The attendance record should reflect such absence as excused. SECTION 3. 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 [___ - ___]: 154 Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. _______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 155 156 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1811,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton providing the August 22, 2022 meeting absence of a Public Utilities Board member be excused; and providing an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™157 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM: Sara Hensley DATE: September 20, 2022 SUBJECT Consider approval of a resolution of the City of Denton providing the August 22, 2022 meeting absence of a Public Utilities Board member be excused; and providing an effective date. BACKGROUND Section 2-83(c) of the Denton City Code mandates board, commission, or committee members who cannot attend a meeting must contact the chairperson or an appropriate staff liaison to report the absence before the start of the meeting and provide the reason. Absences can be excused by the City Secretary if the notification is received in advance of the meeting and if the absence is for the following reasons: personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, or an absence necessary for the member's business or employment. All board, commission, and committee members are provided information on the attendance requirements. Public Utilities Board (PUB) Member Billy Cheeks reported his absence on August 22, 2022 was due to water damage to his home. 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 Cheeks 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 158 RESOLUTION NO. ____________ A RESOLUTION OF THE CITY OF DENTON PROVIDING THE AUGUST 22, 2022 MEETING ABSENCE OF A PUBLIC UTILITIES BOARD MEMBER BE EXCUSED; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Ordinance No. 19-2866, adopted January 28, 2020, outlines the attendance policy/requirements for members of certain board, commission, and committees; and WHEREAS, at adoption, Ordinance No. 19-2866 amended Section 2-83(c)(1)(a) to provide that an absence shall be considered excused for the following reasons: personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, or an absence necessary for the member's business or employment; and WHEREAS, Section 2-83(c)(1)(b), provides that “[i]n the event an absence does not meet any of the above noted criteria for an excused absence, the member may submit a request to have the absence excused to the City Secretary's Office in writing no later than ten business days after the date the absence occurred, after which the City Secretary will then place an item on the next available city council agenda for their consideration, in accordance with the Texas Open Meetings Act.”; and WHEREAS, Public Utilities Board Member Billy Cheeks (Member) was absent from the August 22, 2022 meeting, with the purpose of the absence not meeting the criteria for an excused absence; and WHEREAS, the Member has requested City Council excuse the absence from the August 22, 2022 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 Billy Cheeks’ absence from the August 22, 2022 Public Utilities Board meeting is sufficient to provide the absence be excused. SECTION 2. The attendance record should reflect such absence as excused. SECTION 3. 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 [___ - ___]: 159 Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. _______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 160 161 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1899,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton providing the September 12, 2022 meeting absence of a Public Utilities Board Member be excused; and providing an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™162 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM: Sara Hensley DATE: September 20, 2022 SUBJECT Consider approval of a resolution of the City of Denton providing the September 12, 2022 meeting absence of a Public Utilities Board member be excused; and providing an effective date. BACKGROUND Section 2-83(c) of the Denton City Code mandates board, commission, or committee members who cannot attend a meeting must contact the chairperson or an appropriate staff liaison to report the absence before the start of the meeting and provide the reason. Absences can be excused by the City Secretary if the notification is received in advance of the meeting and if the absence is for the following reasons: personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, or an absence necessary for the member's business or employment. All board, commission, and committee members are provided information on the attendance requirements. Public Utilities Board (PUB) Member Barbara Russell reported her absence on September 12, 2022 was due to a family vacation. 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 Russell 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 163 RESOLUTION NO. ____________ A RESOLUTION OF THE CITY OF DENTON PROVIDING THE SEPTEMBER 12, 2022 MEETING ABSENCE OF A PUBLIC UTILITIES BOARD MEMBER BE EXCUSED; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Ordinance No. 19-2866, adopted January 28, 2020, outlines the attendance policy/requirements for members of certain board, commission, and committees; and WHEREAS, at adoption, Ordinance No. 19-2866 amended Section 2-83(c)(1)(a) to provide that an absence shall be considered excused for the following reasons: personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, or an absence necessary for the member's business or employment; and WHEREAS, Section 2-83(c)(1)(b), provides that “[i]n the event an absence does not meet any of the above noted criteria for an excused absence, the member may submit a request to have the absence excused to the City Secretary's Office in writing no later than ten business days after the date the absence occurred, after which the City Secretary will then place an item on the next available city council agenda for their consideration, in accordance with the Texas Open Meetings Act.”; and WHEREAS, Public Utilities Board Member Barbara Russell (Member) was absent from the September 12, 2022 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 September 12, 2022 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 Barbara Russell’s absence from the September 12, 2022 Public Utilities Board meeting is sufficient to provide the absence be excused. SECTION 2. The attendance record should reflect such absence as excused. SECTION 3. 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 [___ - ___]: 164 Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. _______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 165 166 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1881,Version:1 AGENDA CAPTION Consider a reappointment to the Downtown Denton Tax Increment Financing Reinvestment Zone No.One Board (Downtown TIRZ #1). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™167 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development DCM: David Gaines, Deputy City Manager DATE: September 20, 2022 SUBJECT Consider a reappointment to the Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board (Downtown TIRZ #1). BACKGROUND On August 16, 2022 City Council appointed Tim Smith to the Downtown TIRZ #1 as indicated on that agenda item Nomination List. While the Agenda Information Sheet identified the correct reappointment of Ben Esely, the nomination list exhibit mis-appointed Tim Smith under the Business Owner within the Zone qualification. This agenda item is to correct this clerical error and reappoint Ben Esely as the qualified Business Owner to the Downtown TIRZ #1 Board. EXHIBITS 1. Agenda Information Sheet 2. Nomination List Respectfully submitted: Christina Davis Business Development Administrator City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 168 NOMINEE PRESENT TERM NEW TERM*STATUS & QUALIFICATION OR PREFERENCE, IF ANY Ben Esely* September 1, 2020 through August 31, 2022 FULL TERM September 1, 2022 through August 31, 2024 Reappointment: Business Owner within the zone DOWNTOWN DENTON TAX INCREMENT FINANCING REINVESTMENT ZONE NO. ONE BOARD - NOMINATIONS LIST September 20, 2022 * Reappointment of Ben Esely will correct the misappointment of Tim Smith to the, Businss Owner with the Zone, seat of the Board. 169 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1279,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute and deliver to Denton ICC 35,LLC a temporary construction easement containing 1,125 square feet (0.026 Acres)located near Loop 288 And Interstate Highway 35E in the City and County of Denton,Texas for the construction of a retaining wall and all necessary or desirable appurtenances for a total compensation amount of Six Hundred Seventy-Nine Dollars And 54/100 ($679.54);Providing for severability;and providing an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™170 City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET FILE ID 22-1279 DEPARTMENT: Development Services – Real Estate DCM: David Gaines DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute and deliver to Denton ICC 35, LLC a temporary construction easement containing 1,125 square feet (0.026 Acres) located near Loop 288 And Interstate Highway 35E in the City and County of Denton, Texas for the construction of a retaining wall and all necessary or desirable appurtenances for a total compensation amount of Six Hundred Seventy-Nine Dollars And 54/100 ($679.54); Providing for severability; and providing an effective date. BACKGROUND The City of Denton received a request from Denton ICC, LLC (“Denton ICC”) for a Temporary Construction Easement on City property near Loop 288 and Interstate Highway 35E in order to construct a retaining wall for drainage on its adjacent property. This request is related to Denton ICC’s approved civil engineering plans CEP21-0080 and final plat FP22-0016. Denton ICC 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. Approval of this ordinance will authorize the City Manager, or their respective designee, to grant and convey the temporary easement to Denton ICC. If a Council member determines that he or she has a conflict of interest pursuant to the Ethics Ordinance, he or she may contact the City Attorney’s Office to recuse themselves prior to the consideration of this agenda item. OPTIONS 1. Approve proposed ordinance 2. Decline to approve proposed ordinance RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) No prior action or review required. FISCAL INFORMATION The City will receive $679.54 as compensation for the easement. 171 EXHIBITS 1 - Agenda Information Sheet 2- Ordinance 3- Location Map 4 - LLC Management Check Respectfully submitted: Deanna Cody, Deputy Director Development Services-Real Estate 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1606,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas, approving a negotiated settlement between the Atmos Cities Steering Committee (“ACSC”) and Atmos Energy Corp., Mid-Tex Division regarding the company’s 2022 Rate Review Mechanism filing; declaring existing rates to be unreasonable; adopting tariffs that reflect rate adjustments consistent with the negotiated settlement; finding the rates to be set by the attached settlement tariffs to be just and reasonable and in the public interest; approving an attachment establishing a benchmark for pensions and retiree medical benefits; requiring the company to reimburse ACSC’s reasonable ratemaking expenses; determining that this ordinance was passed in accordance with the requirements of the Texas Open Meetings Act; adopting a savings clause; declaring an effective date; and requiring delivery of this ordinance to the company and the ACSC’s legal counsel. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™191 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Sara Hensley, City Manager DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, approving a negotiated settlement between the Atmos Cities Steering Committee (“ACSC”) and Atmos Energy Corp., Mid-Tex Division regarding the company’s 2022 Rate Review Mechanism filing; declaring existing rates to be unreasonable; adopting tariffs that reflect rate adjustments consistent with the negotiated settlement; finding the rates to be set by the attached settlement tariffs to be just and reasonable and in the public interest; approving an attachment establishing a benchmark for pensions and retiree medical benefits; requiring the company to reimburse ACSC’s reasonable ratemaking expenses; determining that this ordinance was passed in accordance with the requirements of the Texas Open Meetings Act; adopting a savings clause; declaring an effective date; and requiring delivery of this ordinance to the company and the ACSC’s legal counsel. BACKGROUND The City of Denton (“City”), along with 181 other Texas cities served by Atmos Energy Corp., Mid-Tex Division (“Atmos Mid-Tex”), is a member of the ACSC. In 2007, ACSC and Atmos Mid-Tex settled a rate application filed by Atmos for an interim rate adjustment commonly referred to as a GRIP filing, arising out of the Gas Reliability Infrastructure Program legislation. That settlement created a new rate review process, referred to as Rate Review Mechanism (“RRM”), as a substitute for the GRIP statute in future rate filings. This process has been in place, with some modifications, since that time. DISCUSSION On or about April 1, 2022, Atmos filed a rate request pursuant to the RRM Tariff. Atmos claimed that its cost-of-service in a “test year” ending December 31, 2021, entitled it to additional system-wide revenues of $141.3 million. It is important to note that such an increase in revenue would be spread across Atmos customers in the Mid-Tex service area, not solely to the City of Denton customers. Through the application of the standards set forth in the RRM Tariff, ACSC consultants and its Executive Committee reviewed the request by Atmos. ACSC’s consultants concluded that the system-wide deficiency under the RRM regime should be $95.8 million instead of the claimed $141.3 million. ACSC and the Executive Committee negotiated a reduction in Atmos’ request to $115 million, $83.26 million of which would be applicable to ACSC members. RRM Savings over GRIP While residents outside municipal limits must pay rates governed by GRIP, there are some cities served by Atmos Mid-Tex that chose to remain under GRIP rather than adopt When new rates become effective on City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 192 October 1, 2022, ACSC residents, including those in the City of Denton, will maintain an economic monthly advantage over GRIP rates. The following is a comparison to other Mid-Tex rates for residential accounts: Average Bill Compared to RRM Cities RRM Cities: $73.22 - ATM Cities: $78.72 $5.50 Environs: $78.53 $5.31 Customer Bill Impact The impact of the settlement on average residential rates is an increase of $4.60 monthly or 6.7 percent. The increase for average commercial usage will be $14.34 or 4.3 percent. CONCLUSION The Legislature’s GRIP process allowed gas utilities to receive annual rate increases associated with capital investments. The RRM process has proven more efficient and less costly, both from a consumer rate impact perspective and from a ratemaking perspective, than the GRIP process. Given Atmos Mid-Tex’s claim that its historic cost of service should entitle it to recover $141.3 million in additional system-wide revenues, the RRM settlement at $115 million for ACSC Cities reflects substantial savings to ACSC Cities. ACSC finds the settlement at $115 million fair and reasonable. ACSC Executive Committee urges all ACSC members to pass the Ordinance before September 30, 2022, as new rates become effective October 1, 2022. RECOMMENDATION It is recommended that the City adopt the ordinance approving the negotiated RRM settlement between ACSC and Atmos Mid-Tex. EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Average Bill Impacts Attachment 4. RRM Rate Tariffs Attachment 5. RRM Pension Benchmark Attachment Respectfully submitted: Jennifer Rainey Assistant to the City Manager 193 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A NEGOTIATED SETTLEMENT BETWEEN THE ATMOS CITIES STEERING COMMITTEE (“ACSC”) AND ATMOS ENERGY CORP., MID-TEX DIVISION REGARDING THE COMPANY’S 2022 RATE REVIEW MECHANISM FILING; DECLARING EXISTING RATES TO BE UNREASONABLE; ADOPTING TARIFFS THAT REFLECT RATE ADJUSTMENTS CONSISTENT WITH THE NEGOTIATED SETTLEMENT; FINDING THE RATES TO BE SET BY THE ATTACHED SETTLEMENT TARIFFS TO BE JUST AND REASONABLE AND IN THE PUBLIC INTEREST; APPROVING AN ATTACHMENT ESTABLISHING A BENCHMARK FOR PENSIONS AND RETIREE MEDICAL BENEFITS; REQUIRING THE COMPANY TO REIMBURSE ACSC’S REASONABLE RATEMAKING EXPENSES; DETERMINING THAT THIS ORDINANCE WAS PASSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE TEXAS OPEN MEETINGS ACT; ADOPTING A SAVINGS CLAUSE; DECLARING AN EFFECTIVE DATE; AND REQUIRING DELIVERY OF THIS ORDINANCE TO THE COMPANY AND THE ACSC’S LEGAL COUNSEL. WHEREAS, the City of Denton, a Texas home-rule municipal corporation, (“City”) is a gas utility customer of Atmos Energy Corp., Mid-Tex Division (“Atmos Mid-Tex” or “Company”), and a regulatory authority with an interest in the rates, charges, and services of Atmos Mid-Tex; and WHEREAS, the City is a member of the Atmos Cities Steering Committee (“ACSC”), a coalition of similarly-situated cities served by Atmos Mid-Tex (“ACSC Cities”) that have joined together to facilitate the review of, and response to, natural gas issues affecting rates charged in the Atmos Mid-Tex service area; and WHEREAS, ACSC and the Company worked collaboratively to develop a Rate Review Mechanism (“RRM”) tariff that allows for an expedited rate review process by ACSC Cities as a substitute to the Gas Reliability Infrastructure Program (“GRIP”) process instituted by the Legislature, and that will establish rates for the ACSC Cities based on the system-wide cost of serving the Atmos Mid-Tex Division; and WHEREAS, the current RRM tariff was adopted by the City in a rate ordinance in 2018; and WHEREAS, on about April 1, 2022, Atmos Mid-Tex filed its 2022 RRM rate request with ACSC Cities based on a test year ending December 31, 2021; and WHEREAS, ACSC coordinated its review of the Atmos Mid-Tex 2022 RRM filing through its Executive Committee, assisted by ACSC’s attorneys and consultants, to resolve issues identified in the Company’s RRM filing; and 194 WHEREAS, the Executive Committee, as well as ACSC’s counsel and consultants, recommend that ACSC Cities approve an increase in base rates for Atmos Mid-Tex of $115 million on a system-wide basis with an Effective Date of October 1, 2022; and WHEREAS, ACSC agrees that Atmos plant-in-service is reasonable; and WHEREAS, with the exception of approved plant-in-service, ACSC is not foreclosed from future reasonableness evaluation of costs associated with incidents related to gas leaks; and WHEREAS, the attached tariffs (Attachment 1) implementing new rates are consistent with the recommendation of the ACSC Executive Committee, are agreed to by the Company, and are just, reasonable, and in the public interest; and WHEREAS, the settlement agreement sets a new benchmark for pensions and retiree medical benefits (Attachment 2); and WHEREAS, the RRM Tariff contemplates reimbursement of ACSC’s reasonable expenses associated with RRM applications; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the findings set forth in this Ordinance are hereby in all things approved. SECTION 2. That, without prejudice to future litigation of any issue identified by ACSC, the City Council finds that the settled amount of an increase in revenues of $115 million on a system-wide basis represents a comprehensive settlement of gas utility rate issues affecting the rates, operations, and services offered by Atmos Mid-Tex within the municipal limits arising from Atmos Mid-Tex’s 2022 RRM filing, is in the public interest, and is consistent with the City’s authority under Section 103.001 of the Texas Utilities Code. SECTION 3. That despite finding Atmos Mid-Tex’s plant-in-service to be reasonable, ACSC is not foreclosed in future cases from evaluating the reasonableness of costs associated with incidents involving leaks of natural gas. SECTION 4. That the existing rates for natural gas service provided by Atmos Mid-Tex are unreasonable. The new tariffs attached hereto and incorporated herein as Attachment 1, are just and reasonable, and are designed to allow Atmos Mid-Tex to recover annually an additional $115 million on a system-wide basis, over the amount allowed under currently approved rates. Such tariffs are hereby adopted. SECTION 5. That the ratemaking treatment for pensions and retiree medical benefits in Atmos Mid-Tex’s next RRM filing shall be as set forth on Attachment 2, attached hereto and incorporated herein. SECTION 6. That Atmos Mid-Tex shall reimburse the reasonable ratemaking expenses of ACSC in processing the Company’s 2022 RRM filing. 195 SECTION 7. That to the extent any resolution or ordinance previously adopted by the Council is inconsistent with this Ordinance, it is hereby repealed. SECTION 8. That the meeting at which this Ordinance was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. SECTION 9. That if any one or more sections or clauses of this Ordinance is adjudged to be unconstitutional or invalid, such judgment shall not affect, impair, or invalidate the remaining provisions of this Ordinance, and the remaining provisions of the Ordinance shall be interpreted as if the offending section or clause never existed. SECTION 10. That consistent with the City Ordinance that established the RRM process, this Ordinance shall become effective from and after its passage with rates authorized by attached tariffs to be effective for bills rendered on or after October 1, 2022. SECTION 11. That a copy of this Ordinance shall be sent to Atmos Mid-Tex, care of Chris Felan, Vice President of Rates and Regulatory Affairs Mid-Tex Division, Atmos Energy Corporation, 5420 LBJ Freeway, Suite 1862, Dallas, Texas 75240, and to Thomas Brocato, General Counsel to ACSC, at Lloyd Gosselink Rochelle & Townsend, P.C., 816 Congress Avenue, Suite 1900, Austin, Texas 78701. 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ 196 PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: __________________________________ 197 Line No.1 Rate R @ 43.8 Ccf Current Proposed Change 2 Customer charge 20.85$ 3 Consumption charge 43.8 CCF X 0.27979$ =12.25 4 Rider GCR Part A 43.8 CCF X 0.35744$ =15.66 5 Rider GCR Part B 43.8 CCF X 0.35918$ =15.73 6 Subtotal 64.49$ 7 Rider FF & Rider TAX 64.49$ X 0.06408 =4.13 8 Total 68.62$ 9 10 Customer charge 21.55$ 11 Consumption charge 43.8 CCF X 0.36223$ =15.87 12 Rider GCR Part A 43.8 CCF X 0.35744$ =15.66 13 Rider GCR Part B 43.8 CCF X 0.35918$ =15.73 14 Subtotal 68.81$ 15 Rider FF & Rider TAX 68.81$ X 0.06408 =4.41 16 Total 73.22$ 4.60$ 17 6.71% 1819 Rate C @ 345.7 Ccf Current Proposed Change 20 Customer charge 56.50$ 21 Consumption charge 345.7 CCF X 0.12263$ =42.39 22 Rider GCR Part A 345.7 CCF X 0.35744$ =123.56 23 Rider GCR Part B 345.7 CCF X 0.26532$ =91.71 24 Subtotal 314.16$ 25 Rider FF & Rider TAX 314.16$ X 0.06408 =20.13 26 Total 334.29$ 27 28 Customer charge 63.50$ 29 Consumption charge 345.7 CCF X 0.14137$ =48.87 30 Rider GCR Part A 345.7 CCF X 0.35744$ =123.56 31 Rider GCR Part B 345.7 CCF X 0.26532$ =91.71 32 Subtotal 327.64$ 33 Rider FF & Rider TAX 327.64$ X 0.06408 =20.99 34 Total 348.63$ 14.34$ 35 4.29% ATMOS ENERGY CORP., MID-TEX DIVISION AVERAGE BILL COMPARISON - BASE RATES TEST YEAR ENDING DECEMBER 31, 2021 WP_J-3.1Page 1 of 2 198 Line No. ATMOS ENERGY CORP., MID-TEX DIVISION AVERAGE BILL COMPARISON - BASE RATES TEST YEAR ENDING DECEMBER 31, 2021 36 Rate I @ 4278 MMBTU Current Proposed Change 37 Customer charge 1,054.75$ 38 Consumption charge 1,500 MMBTU X 0.4330$ =649.50 39 Consumption charge 2,778 MMBTU X 0.3171$ =880.80 40 Consumption charge 0 MMBTU X 0.0680$ =- 41 Rider GCR Part A 4,278 MMBTU X 3.4906$ =14,931.86 42 Rider GCR Part B 4,278 MMBTU X 0.5485$ =2,346.33 43 Subtotal 19,863.24$ 44 Rider FF & Rider TAX 19,863.24$ X 0.06408 =1,272.82 45 Total 21,136.06$ 46 47 Customer charge 1,204.50$ 48 Consumption charge 1,500 MMBTU X 0.4939$ =740.85 49 Consumption charge 2,778 MMBTU X 0.3617$ =1,004.69 50 Consumption charge 0 MMBTU X 0.0776$ =- 51 Rider GCR Part A 4,278 MMBTU X 3.4906$ =14,931.86 52 Rider GCR Part B 4,278 MMBTU X 0.5485$ =2,346.33 53 Subtotal 20,228.23$ 54 Rider FF & Rider TAX 20,228.23$ X 0.06408 =1,296.21 55 Total 21,524.44$ 388.38$ 56 1.84% 57 Rate T @ 4278 MMBTU Current Proposed Change58Customer charge 1,054.75$ 59 Consumption charge 1,500 MMBTU X 0.4330$ =649.50 60 Consumption charge 2,778 MMBTU X 0.3171$ =880.80 61 Consumption charge 0 MMBTU X 0.0680$ =- 62 Rider GCR Part B 4,278 MMBTU X 0.5485$ =2,346.33 63 Subtotal 4,931.38$ 64 Rider FF & Rider TAX 4,931.38$ X 0.06408 =316.00 65 Total 5,247.38$ 6667 Customer charge 1,204.50$ 68 Consumption charge 1,500 MMBTU X 0.4939$ =740.85 69 Consumption charge 2,778 MMBTU X 0.3617$ =1,004.69 70 Consumption charge 0 MMBTU X 0.0776$ =- 71 Rider GCR Part B 4,278 MMBTU X 0.5485$ =2,346.33 72 Subtotal 5,296.37$ 73 Rider FF & Rider TAX 5,296.37$ X 0.06408 =339.39 74 Total 5,635.76$ 388.38$ 75 7.40% WP_J-3.1Page 2 of 2 199 MID-TEX DIVISION ATMOS ENERGY CORPORATION RATE SCHEDULE: R – RESIDENTIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2022 Application Applicable to Residential Customers for all natural gas provided at one Point of Delivery and measured through one meter. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $ 21.55 per month Rider CEE Surcharge $ 0.05 per month1 Total Customer Charge $ 21.60 per month Commodity Charge – All Ccf $0.36223 per Ccf Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. 1Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2022. 200 MID-TEX DIVISION ATMOS ENERGY CORPORATION RATE SCHEDULE: C – COMMERCIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2022 Application Applicable to Commercial Customers for all natural gas provided at one Point of Delivery and measured through one meter and to Industrial Customers with an average annual usage of less than 30,000 Ccf. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $ 63.50 per month Rider CEE Surcharge ($ 0.01) per month1 Total Customer Charge $ 63.49 per month Commodity Charge – All Ccf $ 0.14137 per Ccf Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. 1 Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2022. 201 MID-TEX DIVISION ATMOS ENERGY CORPORATION RATE SCHEDULE: I – INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2022 Application Applicable to Industrial Customers with a maximum daily usage (MDU) of less than 3,500 MMBtu per day for all natural gas provided at one Point of Delivery and measured through one meter. Service for Industrial Customers with an MDU equal to or greater than 3,500 MMBtu per day will be provided at Company's sole option and will require special contract arrangements between Company and Customer. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and MMBtu charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Meter $ 1,204.50 per month First 0 MMBtu to 1,500 MMBtu $ 0.4939 per MMBtu Next 3,500 MMBtu $ 0.3617 per MMBtu All MMBtu over 5,000 MMBtu $ 0.0776 per MMBtu Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Curtailment Overpull Fee Upon notification by Company of an event of curtailment or interruption of Customer’s deliveries, Customer will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay Company 200% of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled “Daily Price Survey.” Replacement Index In the event the “midpoint” or “common” price for the Katy point listed in Platts Gas Daily in the table entitled “Daily Price Survey” is no longer published, Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most closely approximating the applicable index. 202 MID-TEX DIVISION ATMOS ENERGY CORPORATION RATE SCHEDULE: I – INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2022 Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. Special Conditions In order to receive service under Rate I, Customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the meter. 203 MID-TEX DIVISION ATMOS ENERGY CORPORATION RATE SCHEDULE: T – TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2022 Application Applicable, in the event that Company has entered into a Transportation Agreement, to a customer directly connected to the Atmos Energy Corp., Mid-Tex Division Distribution System (Customer) for the transportation of all natural gas supplied by Customer or Customer’s agent at one Point of Delivery for use in Customer's facility. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's bill will be calculated by adding the following Customer and MMBtu charges to the amounts and quantities due under the riders listed below: Charge Amount Customer Charge per Meter $ 1,204.50 per month First 0 MMBtu to 1,500 MMBtu $ 0.4939 per MMBtu Next 3,500 MMBtu $ 0.3617 per MMBtu All MMBtu over 5,000 MMBtu $ 0.0776 per MMBtu Upstream Transportation Cost Recovery: Plus an amount for upstream transportation costs in accordance with Part (b) of Rider GCR. Retention Adjustment: Plus a quantity of gas as calculated in accordance with Rider RA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Imbalance Fees All fees charged to Customer under this Rate Schedule will be charged based on the quantities determined under the applicable Transportation Agreement and quantities will not be aggregated for any Customer with multiple Transportation Agreements for the purposes of such fees. Monthly Imbalance Fees Customer shall pay Company the greater of (i) $0.10 per MMBtu, or (ii) 150% of the difference per MMBtu between the highest and lowest “midpoint” price for the Katy point listed in Platts Gas Daily in the table entitled “Daily Price Survey” during such month, for the MMBtu of Customer’s monthly Cumulative Imbalance, as defined in the applicable Transportation Agreement, at the end of each month that exceeds 10% of Customer’s receipt quantities for the month. 204 MID-TEX DIVISION ATMOS ENERGY CORPORATION RATE SCHEDULE: T – TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2022 Curtailment Overpull Fee Upon notification by Company of an event of curtailment or interruption of Customer’s deliveries, Customer will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay Company 200% of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled “Daily Price Survey.” Replacement Index In the event the “midpoint” or “common” price for the Katy point listed in Platts Gas Daily in the table entitled “Daily Price Survey” is no longer published, Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most closely approximating the applicable index. Agreement A transportation agreement is required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. Special Conditions In order to receive service under Rate T, customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the meter. 205 MID-TEX DIVISION ATMOS ENERGY CORPORATION RIDER: WNA – WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2022 Provisions for Adjustment The Commodity Charge per Ccf (100 cubic feet) for gas service set forth in any Rate Schedules utilized by the cities of the Mid-Tex Division service area for determining normalized winter period revenues shall be adjusted by an amount hereinafter described, which amount is referred to as the "Weather Normalization Adjustment." The Weather Normalization Adjustment shall apply to all temperature sensitive residential and commercial bills based on meters read during the revenue months of November through April. The five regional weather stations are Abilene, Austin, Dallas, Waco, and Wichita Falls. Computation of Weather Normalization Adjustment The Weather Normalization Adjustment Factor shall be computed to the nearest one-hundredth cent per Ccf by the following formula: (HSFi x (NDD-ADD) ) WNAFi = Ri (BLi + (HSFi x ADD) ) Where i = any particular Rate Schedule or billing classification within any such particular Rate Schedule that contains more than one billing classification WNAFi = Weather Normalization Adjustment Factor for the ith rate schedule or classification expressed in cents per Ccf Ri = Commodity Charge rate of temperature sensitive sales for the ith schedule or classification. HSFi = heat sensitive factor for the ith schedule or classification divided by the average bill count in that class NDD = billing cycle normal heating degree days calculated as the simple ten-year average of actual heating degree days. ADD = billing cycle actual heating degree days. Bli = base load sales for the ith schedule or classification divided by the average bill count in that class The Weather Normalization Adjustment for the jth customer in ith rate schedule is computed as: WNAi = WNAFi x qij Where qij is the relevant sales quantity for the jth customer in ith rate schedule. 206 MID-TEX DIVISION ATMOS ENERGY CORPORATION RIDER: WNA – WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 10/01/2022 Base Use/Heat Use Factors Residential Commercial Base use Heat use Base use Heat use Weather Station Ccf Ccf/HDD Ccf Ccf/HDD Abilene 10.58 0.1422 88.85 0.6666 Austin 9.90 0.1372 233.56 0.7819 Dallas 14.17 0.1938 186.38 0.9394 Waco 10.07 0.1308 140.10 0.7170 Wichita Falls 11.43 0.1398 131.57 0.5610 Weather Normalization Adjustment (WNA) Report On or before June 1 of each year, the company posts on its website at atmosenergy.com/mtx-wna, in Excel format, a Weather Normalization Adjustment (WNA) Report to show how the company calculated its WNAs factor during the preceding winter season. Additionally, on or before June 1 of each year, the company files one hard copy and an Excel version of the WNA Report with the Railroad Commission of Texas' Gas Services Division, addressed to the Director of that Division. 207 Line No.Description Pension Account Plan Post- Employment Benefit Plan Pension Account Plan Supplemental Executive Benefit Plan Post- Employment Benefit Plan Adjustment Total (a)(b)(c)(d)(e)(f)(g) 1 Proposed Benefits Benchmark - Fiscal Year 2022 Willis Towers Watson Report as adjusted (1) (2) (3)1,715,323$ 982,708$ 3,137,022$ 313,319$ (341,412)$ 2 Allocation to Mid-Tex 44.72%44.72%76.88%100.00%76.88% 3 Proposed Benefits Benchmark Costs Allocated to Mid-Tex (Ln 1 x Ln 2)767,038$ 439,436$ 2,411,882$ 313,319$ (262,493)$ 4 O&M and Capital Allocation Factor 100.00%100.00%100.00%100.00%100.00% 5 Proposed Benefits Benchmark Costs to Approve (Ln 3 x Ln 4) (3)767,038$ 439,436$ 2,411,882$ 313,319$ (262,493)$ 3,669,182$ 6 7 8 Summary of Costs to Approve (1): 9 10 O&M Expense Factor (WP_F-2.3, Ln 2)79.88%79.88%38.60%11.00%38.60% 11 12 13 Total Pension Account Plan 612,700$ 931,100$ 1,543,800$ 14 Total Post-Employment Benefit Plan 351,016$ (101,335)$ 249,681 15 Total Supplemental Executive Benefit Plan 34,465$ 34,465 16 Total (Ln 13 + Ln 14 + Ln 15)612,700$ 351,016$ 931,100$ 34,465$ (101,335)$ 1,827,946$ 17 18 Notes: 19 20 21 2. Mid-Tex is proposing that the Fiscal Year 2022 Willis Towers Watson actuarial amounts shown on WP_F-2.3 and WP_F-2.3.1, be approved by the RRM Cities as the benchmark amounts to be used to calculate the regulatory asset or liability for future periods. The benchmark amount approved by the RRM Cities for future periods includes only the expense amount. The amount attributable to capital is recorded to utility plant through the overhead process as described in the CAM. 3. SSU amounts exclude cost centers which do not allocate to Mid-Tex for rate making purposes. ATMOS ENERGY CORP., MID-TEX DIVISION PENSIONS AND RETIREE MEDICAL BENEFITS FOR CITIES APPROVAL TEST YEAR ENDING DECEMBER 31, 2021 Shared Services Mid-Tex Direct 1. Studies not applicable to Mid-Tex or Shared Services are omitted. WP_F-2.3.1 Page 1 of 1 208 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1883,Version:1 AGENDA CAPTION 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; and providing an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™209 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/DCM/ACM: Sara Hensley DATE: September 20, 2022 SUBJECT Consider adoption of a resolution of the City of Denton, concurring with the City Manager’s reorganization of the City’s administrative departments and divisions; and providing an effective date. BACKGROUND Beginning September 3, Facilities and Airport will be split into two separate teams to provide greater service to community members and businesses in Denton. Going forward, the Airport will continue to be led by Airport Director Scott Gray, while the Facilities Director role will be led on an interim basis by Trevor Crain. Trevor currently serves as Deputy Director of Capital Projects. This change will allow Airport staff to work more closely with Economic Development as the City focuses on implementing the Airport Master Plan. It will also allow additional focus on improving and refining our approach to Facilities capital planning and delivery. To assist in the balance of department reporting structures, Facilities will continue to report to Assistant City Manager Christine Taylor, while Airport will now report to Deputy City Manager David Gaines to further strengthen the collaboration with Economic Development. In addition, Aimee Kaslik will be joining the City of Denton from the City of Irving as the new Chief Strategy Officer. Aimee will focus on developing and implementing a city-wide process for monitoring City performance in achieving strategic objectives, partner with departments to identify and implement performance strategies, and streamline how data is displayed and utilized for decision-making. Chief Doug Shoemaker will join the City on October 3, from the City of Grand Junction Colorado pending Council confirmation on September 20. Lastly, the Public Affairs Department will be renamed to Marketing and Communications to better reflect their services and operations and align with how similar departments are titled in other organizations. RECOMMENDATION Approval of the resolution EXHIBITS 1. Agenda Information Sheet 2. Resolution 3. Organizational Chart Respectfully submitted: Monica Benavides Assistant to the City Manager City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 210 RESOLUTION NO.______________ A RESOLUTION OF THE CITY OF DENTON CONCURRING WITH THE CITY MANAGER’S REORGANIZATION OF THE CITY’S ADMINISTRATIVE DEPARTMENTS AND DIVISIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Sara Hensley was appointed Interim City Manager, effective on February 20, 2021 and appointed City Manager, effective on March 1, 2022; and WHEREAS, the City Manager continues to focus on process improvement, customer service enhancement, and identifying organizational efficiencies; and WHEREAS, the City Manager has determined a reorganization of some of the City’s administrative departments and divisions are necessary to provide optimal effectiveness and is in the public interest; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings and recitations contained in the preamble of this Resolution are incorporated herein by reference. SECTION 2. The City Council hereby concurs with the City Manager’s reorganization of the City’s administrative departments and divisions depicted in the chart attached hereto as Exhibit “A”. SECTION 3. The City Council acknowledges that the City Manager may make minor modifications to the organizational structure and expenditures necessary to support the reorganization of the City’s administrative departments and divisions after this Resolution is adopted. Any major modifications shall be presented to the City Council via resolution. 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 [___ - ___]: Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ 211 Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. _______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 212 Board, Commissions, & CommitteesCity CouncilMunicipal JudgeTyler AtkinsonCity ManagerSara HensleyCity AuditorMadison RorschachCity AttorneyMack ReinwandChief of Staff Ryan AdamsAssistant City ManagerChristine TaylorAssistant City ManagerFrank DixonDeputy City ManagerDavid GainesDMETony PuenteHuman ResourcesSarah KuechlerFinanceCassey Ogden, CFOEconomic DevelopmentWayne EmersonDevelopment ServicesScott McDonaldEngineering/Capital ProjectsBecky DivineyPublic WorksEthan Cox• Budget & Accounting • Purchasing & Grants• Compliance• Municipal Court• Streets/Traffi c/Drainage• Fleet ServicesPoliceDoug ShoemakerFire/EMSKenneth HedgesCommunity ServicesDani ShawParks and RecreationGary PackanLibraryJennifer BekkerFacilitiesTrevor Crain (Interim)Solid Waste & RecyclingBrian BoernerEnvironmental Services& SustainabilityMichael GangeTechnology ServicesLeisha MeineCity SecretaryRosa RiosMarketing & CommunicationsRyan AdamsCITY OF DENTONORGANIZATIONAL CHARTEff ective 8/30/22Strategic ServicesAimee Kaslik• Planning• Real Estate• Building Inspections• Risk Management• SafetyCustomer Service & Animal ServicesTiff any ThomsonWater UtilitiesStephen Gay• City Manager’s Offi ceAirportScott GrayCitizens of Denton• Public Safety Communications213 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1726,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or designee to fulfill the responsibilities of the city as an operator of the Pecan Creek Water Reclamation Plant and those pursuant to Texas Water Code 26.0291; including paying any amounts required by the protocols and funded in the annual budget; declaring an effective date. The Public Utilities Board recommends approval (5-0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™214 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Water Utilities CM/ DCM/ ACM: David Gaines, Deputy City Manager DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or designee to fulfill the responsibilities of the city as an operator of the Pecan Creek Water Reclamation Plant and those pursuant to Texas Water Code 26.0291; including paying any amounts required by the protocols and funded in the annual budget; declaring an effective date. The Public Utilities Board recommends approval (5-0). BACKGROUND The Texas Commission on Environmental Quality (TCEQ) charges an annual Consolidated Water Quality (CWQ) fee for operation of the Pecan Creek Water Reclamation Plant. The fee is based on the permitted plant capacity of 21 million gallons per day average daily flow, and the pollutant loading in the plant effluent included in the plant’s discharge permit. The CWQ fee payment is mandatory to continue wastewater plant operation, and if the TCEQ does not receive payment within 30 days of invoicing, penalties and interest are charged along with the possible denial of the plant discharge permit. CWQ fees are used to fund the State Water Resources Management Account, which supplements expenses for the following programs: • Water quality administration, including, but not limited to, inspection of wastewater treatment facilities and enforcement of the provisions of Texas Water Code Chapter 26, the rules and orders of the Commission related to wastewater discharges and waste treatment facilities, and the provisions of Commission permits governing wastewater discharges and wastewater treatment facilities; • The Texas Clean Rivers Program, which monitors and assesses water quality conditions that support water quality management decisions necessary to maintain and improve the quality of the state's water resources; and • Any other water resource management programs reasonably related to the activities of the persons required to pay a fee under Texas Water Code §26.0291. The payments that are due to TCEQ in December of each year are annual fees that are necessary to effectively operate the Wastewater Treatment facility. As part of the yearly budget process the money is set aside for these fees. This ordinance will alleviate taking these payments for consideration and getting new ordinances each year. After the payments are each year, staff will bring back an item to report the payment. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 215 RECOMMENDATION Staff recommends approval of the ordinance approving the annual payments to TCEQ. FISCAL INFORMATION The fee will be paid from Operating Budget Account number 640100.7805. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Stephen Gay Water Utilities Director Prepared by: Kim Mankin Utility Administration Manager 216 ORDINANCE NO. _____________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER OR DESIGNEE TO FULFILL THE RESPONSIBILITIES OF THE CITY AS AN OPERATOR OF THE PECAN CREEK WATER RECLAMATION PLANT AND THOSE PURSUANT TO TEXAS WATER CODE 26.0291; INCLUDING PAYING ANY AMOUNTS REQUIRED BY THE PROTOCALS AND FUNDED IN THE ANNUAL BUDGET; DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton (“City”) operates the Pecan Creek Water Reclamation Plant within the city and holds a wastewater discharge permits for such operation; therefore, the City is required to pay such annual water quality fee imposed by the TCEQ; and WHEREAS, Section 26.0291 of the Texas Water Code requires each wastewater discharge permit holder to pay a water quality fee to the Texas Commission on Environmental Quality (“TCEQ”) in order for the State to cover costs of inspections and enforcement of the Water Code with respect to wastewater facilities (“Water Quality Fee”); and WHEREAS, City budgets annually for costs and fees associated with the obligations set forth in the TCEQ Water Quality Fee; and WHEREAS, the City Manager recommends that the City Council approve and authorize the payment of these required fees to continue wastewater plant operation; WHEREAS, the City Council has determined that it is in the public interest to authorize the City Manager to make payments required for the annual TCEQ Water Quality Fee as required by Section 26.0291 of the Texas Water Code; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1. The recitals contained in the preamble of this ordinance are true and correct and are incorporated herein by reference as findings of the City Council. SECTION 2. The City Council approves and authorizes the City Manager or designee to make payments for the required annual TCEQ Water Quality Fee where funds are available in the budget without further authority, guidance, or direction from the City Council, and is further authorized to carry out the rights, duties, obligations, and responsibilities of the City under said TCEQ Water Quality Fee upon receipt of the annual invoice. SECTION 3. The City Council approves and authorizes the City Manager, or designee, to take such additional actions as the City Manager or designee determines to be necessary and advisable to continue to effectuate the purpose, terms and conditions of the TCEQ Water Quality Fee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and 217 seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the ________ day of ______________, 2022. ______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 218 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1727,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or designee to fulfill the responsibilities of the City as a Public Water System Operator and those pursuant to Texas Water Code 5.103 and Texas Health and Safety Code Section 341.041 for the annual Water System Fee (Public Health Service Fee); including paying any amounts required by the TCEQ and funded in the annual budget; declaring an effective date. The Public Utilities Board recommends approval (5-0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™219 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Water Utilities CM/ DCM/ ACM: David Gaines, Deputy City Manager DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or designee to fulfill the responsibilities of the City as a Public Water System Operator and those pursuant to Texas Water Code 5.103 and Texas Health and Safety Code Section 341.041 for the annual Water System Fee (Public Health Service Fee); including paying any amounts required by the TCEQ and funded in the annual budget; declaring an effective date. The Public Utilities Board recommends approval (5-0). BACKGROUND The Texas Commission on Environmental Quality (TCEQ) charges an annual Water System Fee to all Public Water Systems in the State. The State authorization for this fee is the Texas Water Code, Section 5.103, and the Texas Health and Safety Code, Section 341.041. Title 30 Section 290.51 of the Texas Administrative Code requires public water supply providers to pay an annual Water System Fee (Public Health Service Fee). The Water System Fee is assessed to cover some of the costs incurred by the Texas Commission on Environmental Quality (TCEQ) in providing services to public water systems (PWSs) in the state. These services include: • Scheduling analyses of drinking water for chemical content. • Collecting samples of drinking water for chemical analysis. • Reviewing system data for the evaluation of sampling waivers. • Inspecting PWSs. • Reviewing plans for new systems and for major improvements to existing systems. • Providing technical assistance as needed. The payments that are due to TCEQ in December of each year are annual fees that are necessary to effectively operate the Wastewater Treatment facility. As part of the yearly budget process the money is set aside for these fees. This ordinance will alleviate taking these payments for consideration and getting new ordinances each year. After the payments are each year, staff will bring back an item to report the payment. RECOMMENDATION Staff recommends approval of the ordinance approving the annual payments to TCEQ. FISCAL INFORMATION The fee will be paid from Operating Budget Account number 630100.7805 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 220 EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Stephen Gay Water Utilities Director Prepared by: Kim Mankin Utility Administration Manager 221 ORDINANCE NO. _____________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER OR DESIGNEE TO FULFILL THE RESPONSIBILITIES OF THE CITY AS A PUBLIC WATER SYSTEM OPERATOR AND THOSE PURSUANT TO TEXAS WATER CODE 5.103 AND TEXAS HEALTH AND SAFETY CODE SECTION 341.041 FOR THE ANNUAL WATER SYSTEM FEE (PUBLIC HEALTH SERVICE FEE); INCLUDING PAYING ANY AMOUNTS REQUIRED BY THE TCEQ AND FUNDED IN THE ANNUAL BUDGET; DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton (“City”) operates a public water system; therefore, the City of Denton is required to pay such annual fees imposed by the Texas Commission on Environmental Quality TCEQ; and WHEREAS, Texas Water Code Section 5.103 and Texas Health and Safety Code Section 341.041 require each Public Water System (PWS) operator pay a water system fee (Public Health Service Fee) to the TCEQ in order for the State to cover costs of inspections and enforcement of the Water Code; and WHEREAS, City budgets annually for costs and fees associated with the obligations set forth in the TCEQ Public Health Service Fee; and WHEREAS, the City Manager recommends that the City Council approve and authorize the payment of these required fees to continue Public Water System operation; WHEREAS, the City Council has determined that it is in the public interest to authorize the City Manager to make payments required for the annual TCEQ Public Health Service Fee as required by Section 341.041 of the Texas Health and Safety Code; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1. The recitals contained in the preamble of this ordinance are true and correct and are incorporated herein by reference as findings of the City Council. SECTION 2. The City Council approves and authorizes the City Manager or designee to make payments for the required annual TCEQ Public Health Service Fee where funds are available in the budget without further authority, guidance, or direction from the City Council, and is further authorized to carry out the rights, duties, obligations, and responsibilities of the City under said TCEQ Public Health Service Fee upon receipt of the annual invoice. SECTION 3. The City Council approves and authorizes the City Manager, or designee, to take such additional actions as the City Manager or designee determines to be necessary and advisable to continue to effectuate the purpose, terms and conditions of the TCEQ Public Health Service Fee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. 222 The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the ________ day of ______________, 2022. ______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 223 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1728,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or designee to fulfill the responsibilities of the City the water storage in Lake Lewisville and Lake Ray Roberts for the annual major capital repair (MCR) and operations and maintenance pursuant to 43 U.S.C. 390B for the annual operation, maintenance, and replacement cost fee (ACOE Fee); including paying any amounts required by the United States Army Corps of Engineers (ACOE) and funded in the annual budget; declaring an effective date. The Public Utilities Board recommends approval (5-0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™224 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Water Utilities CM/ DCM/ ACM: David Gaines, Deputy City Manager DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or designee to fulfill the responsibilities of the City the water storage in Lake Lewisville and Lake Ray Roberts for the annual major capital repair (MCR) and operations and maintenance pursuant to 43 U.S.C. 390B for the annual operation, maintenance, and replacement cost fee (ACOE Fee); including paying any amounts required by the United States Army Corps of Engineers (ACOE) and funded in the annual budget; declaring an effective date. The Public Utilities Board recommends approval (5-0). BACKGROUND In August of 1980, the Cities of Denton and Dallas entered into a contractual obligation with the United States Army Corp of Engineers (USACE) to pay for the annual Major Capital Repair (MCR) and Operations and Maintenance (O&M) fees for Lake Ray Roberts and Lake Lewisville. The cost of operating and maintaining Lake Ray Roberts that Denton and Dallas are contractually required to pay is limited to the activities related to Water Quality and Control, Flood Damage Control, Dam Safety, and Security. The USACE provides cost estimates for these activities for each lake, generally during the first month of each calendar year, and provides an updated version reflecting cost estimates for the third quarter of the fiscal year. Final statements of accounts (invoices) are generally provided at the end of the calendar year, and stipulate that payment must be made within 30 days. The payments that are due to the United States Army Corp of Engineers in December of each year are annual fees that are necessary due to the contractual obligation. As part of the yearly budget process the money is set aside for these fees. This ordinance will alleviate taking these payments for consideration and getting new ordinances each year. After the payments are complete each year, staff will bring back an item to Council for reporting purposes. RECOMMENDATION Staff recommends approval of the ordinance approving the annual payments to the United States Army Corp of Engineers. FISCAL INFORMATION The fees will be paid from Operating Budget Account number 630100.7805. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 225 Respectfully submitted: Stephen Gay Water Utilities Director Prepared by: Kim Mankin Water Utilities Administration Manager 226 ORDINANCE NO. _____________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER OR DESIGNEE TO FULFILL THE RESPONSIBILITIES OF THE CITY THE WATER STORAGE IN LAKE LEWISVILLE AND LAKE RAY ROBERTS FOR THE ANNUAL MAJOR CAPITAL REPAIR (MCR) AND OPERATIONS AND MAINTENANCE PURSUANT TO 43 U.S.C. 390B FOR THE ANNUAL OPERATION, MAINTENANCE, AND REPLACEMENT COST FEE (ACOE Fee); INCLUDING PAYING ANY AMOUNTS REQUIRED BY THE UNITED STATES ARMY CORPS OF ENGINEERS (ACOE) AND FUNDED IN THE ANNUAL BUDGET; DECLARING AN EFFECTIVE DATE. WHEREAS, on or about August 15, 1980, the City of Denton ("City") contracted in perpetuity with the U.S. Government for the use of water storage in Lake Lewisville and Lake Ray Roberts for the municipal water supply pursuant to 43 U.S.C. 390b. (the "Water Supply Act"); and WHEREAS, the Water Supply Act requires that all annual operation, maintenance, and replacement costs for municipal water supply storage are reimbursed on an annual basis by the City to the U.S. Government, Army Corps of Engineers and therefore the City of Denton is required to pay; and WHEREAS, City budgets annually for costs and fees associated with the obligations set forth in the ACOE Fee; and WHEREAS, the City Manager recommends that the City Council approve and authorize the payment of these required fees to continue operation of water storage in Lake Lewisville and Lake Ray Roberts; and WHEREAS, the City Council has determined that it is in the public interest to authorize the City Manager to make payments required for the annual ACOE Fee Pursuant to 43 U.S.C. 390b; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1. The recitals contained in the preamble of this ordinance are true and correct and are incorporated herein by reference as findings of the City Council. SECTION 2. The City Council approves and authorizes the City Manager or designee to make payments for the required annual ACOE Fee where funds are available in the budget without further authority, guidance, or direction from the City Council, and is further authorized to carry out the rights, duties, obligations, and responsibilities of the City under ACOE Fee upon receipt of the annual invoice. SECTION 3. The City Council approves and authorizes the City Manager, or designee, to take such additional actions as the City Manager or designee determines to be necessary and advisable to continue to effectuate the purpose, terms and conditions of the ACOE Fee. SECTION 4. This ordinance shall become effective immediately upon its passage and DocuSign Envelope ID: 67B93B33-8763-412D-B532-B0D50BB73792 227 approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the ________ day of ______________, 2022. ______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ DocuSign Envelope ID: 67B93B33-8763-412D-B532-B0D50BB73792 228 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1809,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 DKJ Concrete Construction,Inc.,as the primary contractor,and JKK Concrete Construction,LLC,as the secondary contractor,for the utility cut restoration for the Water Utilities Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 8046 -awarded to DKJ Concrete Construction,Inc.,the primary contractor,and JKK Concrete Construction, LLC,the secondary contractor,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 $5,250,000.00).The Public Utilities Board recommends approval (6 - 0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™229 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 DKJ Concrete Construction, Inc., as the primary contractor, and JKK Concrete Construction, LLC, as the secondary contractor, for the utility cut restoration for the Water Utilities Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 8046 – awarded to DKJ Concrete Construction, Inc., the primary contractor, and JKK Concrete Construction, LLC, the secondary contractor, 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 $5,250,000.00). The Public Utilities Board recommends approval (6 - 0). INFORMATION/BACKGROUND In the past, utility cuts in the City of Denton streets and roadways were repaired by the Streets Department. Streets no longer has the capacity to perform this work in-house. There are currently 64 open permits waiting on restoration and 37 of the permits are expired. This proposed contract will add a contractor who can focus solely on utility cuts. This will better serve the utility departments by eliminating the permit late fees paid to Public Works Inspections and better serve the community by getting these repairs completed in a timelier manner. An audit was completed in April 2022 by the Internal Audit Department. The findings showed work orders are delayed due to the utility cut restoration. Over 30% took 100 days or greater to close. To ensure work orders close within our 30-day timeframe, a dedicated vendor is needed to complete the utility cut restoration. Company Awarded* DKJ Concrete Construction, Inc. Primary JKK Concrete Construction, LLC Secondary *If the Primary contractor fails to provide a suitable candidate for the position requested, then the Secondary contractor will be called. Based on a historical spend and future projections the recommended NTE of this contract is $5,250,000 for the potential five (5) year contract. 5 year Spend $ 5,000,000.00 Contingency-5% $ 250,000.00 Total $ 5,250,000.00 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 230 Below is the information DJK Conrete Construction, Inc. & JKK Concrete Construction, LLC provided regarding the wages they pay their employees who will be assigned to the City’s contract. Position Description Number of Assigned Employees Hourly Rate of Assigned Employees Supervisor 2 assigned employees $50.00 per hour Foreman 2 assigned employees $40.00 per hour Concrete Finisher 3 assigned employees $35.00 per hour Laborers 1 assigned employee $25.00 per hour Request for Proposals was sent to 184 prospective suppliers, including ten (10) Denton firms. In addition, specifications were placed on the Procurement website for prospective suppliers to download and advertised in the local newspaper. Two (2) proposals were received, references were checked, and proposals were evaluated based upon published criteria including price, delivery, compliance with specifications, and probable performance. Best and Final Offers (BAFO) were requested from both firms. Staff recommends awarding to a primary and secondary vendor as follows and also shown on Exhibit 2 for a combined not- to-exceed amount of $5,250,000. NIGP Code Used for Solicitation: 210 - Concrete and Metal Products, Culverts, Pilings, Septic Tanks, Accessories, and Supplies & 755 - Road and Highway Asphalt and Concrete Handling and Processing Equipment Notifications sent for Solicitation sent in IonWave: 184 Number of Suppliers that viewed Solicitation in IonWave: 12 HUB-Historically Underutilized Business Invitations sent out: 18 SBE-Small Business Enterprise Invitations sent out: 76 Responses from Solicitation: 2 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On September 12, 2022, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award a contract with DJK Concrete Construction, Inc. and JKK Concrete Construction, LLC, for the utility cut restoration for the Water Utilities 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 $5,250,000. PRINCIPAL PLACE OF BUSINESS DKJ Concrete Construction, Inc. Pilot Point, TX JKK Concrete Construction, LLC Tioga, 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. 231 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: Pricing Evaluation Exhibit 3: LLC Members Exhibit 4: Ordinance and Contracts Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Casey Bowles, 940-349-8489. Legal point of contact: Marcella Lunn at 940-349-8333. 232 Line #Description QTY UOM Unit Extended Unit Extended 1 2 2" TO 4" ASPHALT PAVE (TYPE D PATCH MATERIAL) - NON EMERGENCY HOURS 60 SY $45.53 $2,731.80 $45.31 $2,718.60 3 4" TO 6" ASPHALT PAVE (TYPE D PATCH MATERIAL) - NON EMERGENCY HOURS 120 SY $54.53 $6,543.60 $54.26 $6,511.20 4 6" TO 8" ASPHALT PAVE (TYPE D PATCH MATERIAL) - NON EMERGENCY HOURS 100 SY $60.68 $6,068.00 $60.38 $6,038.00 5 CONCRETE PAVEMENT 6" PAVEMENT - NON EMERGENCY HOURS 30 SY $64.09 $1,922.70 $63.78 $1,913.40 6 CONCRETE PAVEMENT 8" PAVEMENT - NON EMERGENCY HOURS 15 SY $74.43 $1,116.45 $74.07 $1,111.05 7 CONCRETE PAVEMENT 10" PAVEMENT - NON EMERGENCY HOURS 10 SY $85.46 $854.60 $85.04 $850.40 8 CONCRETE PAVEMENT 12" PAVEMENT - NON EMERGENCY HOURS 10 SY $91.03 $910.30 $90.59 $905.90 9 6" CONCRETE SIDEWALK REPLACEMENT - NON EMERGENCY HOURS 40 SY $61.59 $2,463.60 $61.30 $2,452.00 10 5" CONCRETE SIDEWALK REPLACEMENT - NON EMERGENCY HOURS 20 SY $61.05 $1,221.00 $60.75 $1,215.00 11 COMPACTED FILL/EMBANKMENT - NON EMERGENCY HOURS 10 CY $43.44 $434.40 $43.22 $432.20 12 SAW CUT ASPHALT / CONCRETE - NON EMERGENCY HOURS 280 LF $4.75 $1,330.00 $4.73 $1,324.40 13 REMOVE CONCRETE PAVEMENT - NON EMERGENCY HOURS 65 SY $44.52 $2,893.80 $44.30 $2,879.50 14 REMOVE ASPHALT PAVEMENT - NON EMERGENCY HOURS 280 SY $43.52 $12,185.60 $43.30 $12,124.00 15 REMOVE CURB AND GUTTER - NON EMERGENCY HOURS 60 SY $12.46 $747.60 $12.40 $744.00 16 REMOVE APPROACH - NON EMERGENCY HOURS 30 SY $40.06 $1,201.80 $39.86 $1,195.80 17 HIGH EARLY MIX/EXPOSED AGGREGATE/SPECIALTY CONCRETE-NON EMERGENCY HOURS 20 SY $115.41 $2,308.20 $114.85 $2,297.00 18 CURB AND GUTTER REPLACEMENT - NON EMERGENCY HOURS 60 LF $29.62 $1,777.20 $29.48 $1,768.80 19 20 BERMUDA SOD 80 SY $8.75 $700.00 $9.00 $720.00 21 ST AUGUSTINE SOD 80 SY $8.75 $700.00 $9.00 $720.00 22 23 Traffic Control 345 Per Project $350.00 $120,750.00 $325.00 $112,125.00 24 ADA COMPLIANT RAMP 5 Per Ramp $2,575.00 $12,875.00 $2,562.50 $12,812.50 Item # 1 2 3 4 20.0019.02 80.6787.02 22.00 20.00 14.6716.00 26.0030.00 Delivery/Project Schedule - 30% Compliance with Specifications - 20% Probable Performance - 30% Price, Total Cost of Ownership - 20% Total Score: JKK Concrete Construction, LLC Respondent's Business Name: Principal Place of Business (City and State): Total:$172,858.00 Scoring Criteria DKJ Concrete Construction, Inc. - Primary Pilot Point, TX $181,735.65 DKJ Concrete Construction, Inc. Evaluation SOD-PRICING MUST INCLUDE MATERIAL, EQUIPMENT AND LABOR COST MISC. Tioga, TX Exhibit 2 RFP 8046 - Pricing Evaluation for Utility Cut Restoration JKK Concrete Construction, LLC - Secondary ASPHALT/CONCRETE-PRICING MUST INCLUDE MATERIAL, EQUIPMENT AND LABOR COST 233 234 ORDINANCE NO. __________________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH DKJ CONCRETE CONSTRUCTION, INC., AS THE PRIMARY CONTRACTOR, AND JKK CONCRETE CONSTRUCTION, LLC, AS THE SECONDARY CONTRACTOR, FOR UTILITY CUT RESTORATION FOR THE WATER UTILITIES DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 8046 AWARDED TO DKJ CONCRETE CONSTRUCTION, INC., THE PRIMARY CONTRACTOR, AND JKK CONCRETE CONSTRUCTION, LLC, THE SECONDARY CONTRACTOR, 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 $5,250,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for utility cut restoration for the Water Utilities Department; and WHEREAS, the City Manager, or a designated employee, has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equip 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 AWARD 8046 DKJ Concrete Construction, Inc. Primary 8046 JKK Concrete Construction, LLC Secondary 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. 235 SECTION 3. That should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR 236 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: ________________________________ 237 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: F0B322FB-4601-4396-9BB0-4B48BCD8E866 8046 UTILITY CUT RESTORATION--DKJ CONCRETE CONSTRUCTION Crystal Westbrook Yes RFP 238 Contract # 8046 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND DKJ CONCRETE CONSTRUCTION, INC. (CONTRACT #8046) THIS CONTRACT is made and entered into this date ______________________, by and between DKJ Concrete Construction, Inc., a Texas corporation, whose address is 9417 Vail Eton Drive, Pilot Point, TX 76258 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 #8046 – Utility Cut Restoration, 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 8046 (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 2271 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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is DocuSign Envelope ID: F0B322FB-4601-4396-9BB0-4B48BCD8E866 239 Contract # 8046 prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: F0B322FB-4601-4396-9BB0-4B48BCD8E866 240 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 William Douglas Kruger 2022-92540 817-925-6712 dkjking@aol.com President Stephen D. Gay Director Water Utilities 241 Contract # 8046 Exhibit A Special Terms and Conditions 1. Total Contract Amount DKJ Concrete Construction, Inc. is awarded as the primary contractor for all Lines and pricing is shall be per Exhibit F attached. The secondary contractor services in a backup capacity only and calling upon the secondary contractor does not affect the contract of any other awarded vendor. The cumulative contract for primary and secondary contractors for the contract 8046 shall not exceed $5,250,000.00. If the primary contractor is not able to provide the requested commodities or services, then the secondary contract will be contacted. 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. DocuSign Envelope ID: F0B322FB-4601-4396-9BB0-4B48BCD8E866 242 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 243 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 244 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 245 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 246 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 247 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 248 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 249 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 250 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 251 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 252 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 253 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 254 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 255 Contract # 8046 agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. DocuSign Envelope ID: F0B322FB-4601-4396-9BB0-4B48BCD8E866 256 Contract # 8046 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 the Contractor or the City of any one or more events of default by the other party shall operate as, DocuSign Envelope ID: F0B322FB-4601-4396-9BB0-4B48BCD8E866 257 Contract # 8046 or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this DocuSign Envelope ID: F0B322FB-4601-4396-9BB0-4B48BCD8E866 258 Contract # 8046 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) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 259 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 260 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 261 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 262 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 263 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 264 Contract # 8046 [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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 265 Contract # 8046 [ ] 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 266 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 267 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 268 Contract # 8046 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 269 Contract # 8046 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/filinginfo/1295/ 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 270 **Primary VendorDKJ Concrete Construction, Inc.Line # DescriptionQTY UOMUnit22" TO 4" ASPHALT PAVE (TYPE D PATCH MATERIAL) ‐ NON EMERGENCY HOURS60 SY$45.5334" TO 6" ASPHALT PAVE (TYPE D PATCH MATERIAL) ‐ NON EMERGENCY HOURS120 SY$54.5346" TO 8" ASPHALT PAVE (TYPE D PATCH MATERIAL) ‐ NON EMERGENCY HOURS100 SY$60.685CONCRETE PAVEMENT 6" PAVEMENT ‐ NON EMERGENCY HOURS30 SY$64.096CONCRETE PAVEMENT 8" PAVEMENT ‐ NON EMERGENCY HOURS15 SY$74.437CONCRETE PAVEMENT 10" PAVEMENT ‐ NON EMERGENCY HOURS10 SY$85.468CONCRETE PAVEMENT 12" PAVEMENT ‐ NON EMERGENCY HOURS10 SY$91.0396" CONCRETE SIDEWALK REPLACEMENT ‐ NON EMERGENCY HOURS40 SY$61.59105" CONCRETE SIDEWALK REPLACEMENT ‐ NON EMERGENCY HOURS20 SY$61.0511COMPACTED FILL/EMBANKMENT ‐ NON EMERGENCY HOURS10 CY$43.4412SAW CUT ASPHALT / CONCRETE ‐ NON EMERGENCY HOURS280 LF$4.7513REMOVE CONCRETE PAVEMENT ‐ NON EMERGENCY HOURS65 SY$44.5214REMOVE ASPHALT PAVEMENT ‐ NON EMERGENCY HOURS280 SY$43.5215REMOVE CURB AND GUTTER ‐ NON EMERGENCY HOURS60 SY$12.4616REMOVE APPROACH ‐ NON EMERGENCY HOURS30 SY$40.0617HIGH EARLY MIX/ EXPOSED AGGREGATE/ SPECIALTY CONCRETE ‐ NON EMERGENCY HOURS 20 SY$115.4118CURB AND GUTTER REPLACEMENT ‐ NON EMERGENCY HOURS60 LF$29.6220BERMUDA SOD80 SY$8.7521ST AUGUSTINE SOD80 SY$8.7523Traffic Control345 Per Project $350.0024ADA COMPLIANT RAMP5 Per Ramp $2,575.00ASPHALT/CONCRETE‐PRICING MUST INCLUDE MATERIAL, EQUIPMENT AND LABOR COSTSOD‐PRICING MUST INCLUDE MATERIAL, EQUIPMENT AND LABOR COSTMISC.EXHIBIT FDocuSign Envelope ID: F0B322FB-4601-4396-9BB0-4B48BCD8E866271 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 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: F0B322FB-4601-4396-9BB0-4B48BCD8E866 DKJ CONCRETE CONSTRUCTION, INC. EXHIBIT G X 8/23/2022 X X X 272 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: F0B322FB-4601-4396-9BB0-4B48BCD8E866 273 Certificate Of Completion Envelope Id: F0B322FB460143969BB04B48BCD8E866 Status: Sent Subject: Please DocuSign: City Council Contract 8046-Utility Cut Restoration--DKJ Concrete Construction Source Envelope: Document Pages: 36 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 8/11/2022 3:20:58 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 8/11/2022 3:28:48 PM Viewed: 8/11/2022 4:10:50 PM Signed: 8/11/2022 4:12:28 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: 12.105.149.83 Sent: 8/11/2022 4:12:30 PM Viewed: 8/12/2022 8:54:14 AM Signed: 8/12/2022 8:55:04 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.24.6.135 Signed using mobile Sent: 8/12/2022 8:55:07 AM Viewed: 8/16/2022 6:15:35 PM Signed: 8/16/2022 6:20:50 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign William Douglas Kruger dkjking@aol.com President Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 52.128.53.22 Sent: 8/16/2022 6:20:53 PM Resent: 8/22/2022 10:21:32 PM Viewed: 8/23/2022 10:25:53 AM Signed: 8/23/2022 11:09:00 AM Electronic Record and Signature Disclosure: Accepted: 8/17/2022 7:13:16 AM ID: 088cadd2-4111-40f5-9c46-47da49f732f7 274 Signer Events Signature Timestamp Stephen D. Gay stephen.gay@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/23/2022 11:09:03 AM Viewed: 8/23/2022 4:01:26 PM Signed: 8/23/2022 4:06:57 PM Electronic Record and Signature Disclosure: Accepted: 8/23/2022 4:01:26 PM ID: 9b90f346-b1cc-4eba-bb18-1cd8261b8107 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/23/2022 4:07:00 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: 8/22/2022 5:41:11 PM ID: 05711f0c-3102-4347-b828-f8066d261b9f 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/11/2022 4:12:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 275 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/23/2022 4:07:00 PM Viewed: 8/25/2022 9:21:51 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 Casey Bowles casey.bowles@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/24/2022 12:07:49 PM ID: 8efc4fed-3c41-4d75-ab32-a54c2b8eec3a Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/11/2022 3:28:48 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 276 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: William Douglas Kruger, Stephen D. Gay, Rosa Rios, Casey Bowles 277 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. 278 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. 279 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 RFP 8046 UTILITY CUT RESTORATION--JKK CONCRETE CONSTRUCTION Yes Crystal Westbrook 280 Contract # 8046 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND JKK CONCRETE CONSTRUCTION, LLC (CONTRACT #8046) THIS CONTRACT is made and entered into this date ______________________, by and between JKK Concrete Construction, LLC a limited liability company whose address is 613 Mohawk Drive, Tioga, TX 76271 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 #8046 – Utility Cut Restoration, 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 8046 (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 2271 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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is DocuSign Envelope ID: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 281 Contract # 8046 prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 282 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 kasey.dkj@gmail.com 940-390-6369 2022-923110 Owner Kasey Kruger Director Stephen D. Gay Water Utilities 283 Contract # 8046 Exhibit A Special Terms and Conditions 1. Total Contract Amount JKK Concrete Construction, LLC is awarded as the secondary contractor for all Lines and pricing is shall be per Exhibit F attached. The secondary contractor services in a backup capacity only and calling upon the secondary contractor does not affect the contract of any other awarded vendor. The cumulative contract for primary and secondary contractors for the contract 8046 shall not exceed $5,250,000.00. If the primary contractor is not able to provide the requested commodities or services, then the secondary contract will be contacted. 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. DocuSign Envelope ID: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 284 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 285 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 286 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 287 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 288 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 289 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 290 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 291 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 292 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 293 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 294 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 295 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 296 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 297 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 298 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 299 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 300 Contract # 8046 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) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas 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 DocuSign Envelope ID: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 301 Contract # 8046 discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. DocuSign Envelope ID: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 302 Contract # 8046 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 DocuSign Envelope ID: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 303 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 304 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 305 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 306 Contract # 8046 [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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 307 Contract # 8046 [ ] 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 308 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 309 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 310 Contract # 8046 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 311 Contract # 8046 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/filinginfo/1295/ 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 312 **Secondary VendorJKK Concrete Construction, LLCLine #DescriptionQTY UOMUnit22" TO 4" ASPHALT PAVE (TYPE D PATCH MATERIAL) ‐ NON EMERGENCY HOURS60 SY$45.3134" TO 6" ASPHALT PAVE (TYPE D PATCH MATERIAL) ‐ NON EMERGENCY HOURS120 SY$54.2646" TO 8" ASPHALT PAVE (TYPE D PATCH MATERIAL) ‐ NON EMERGENCY HOURS100 SY$60.385CONCRETE PAVEMENT 6" PAVEMENT ‐ NON EMERGENCY HOURS30 SY$63.786CONCRETE PAVEMENT 8" PAVEMENT ‐ NON EMERGENCY HOURS15 SY$74.077CONCRETE PAVEMENT 10" PAVEMENT ‐ NON EMERGENCY HOURS10 SY$85.048CONCRETE PAVEMENT 12" PAVEMENT ‐ NON EMERGENCY HOURS10 SY$90.5996" CONCRETE SIDEWALK REPLACEMENT ‐ NON EMERGENCY HOURS40 SY$61.30105" CONCRETE SIDEWALK REPLACEMENT ‐ NON EMERGENCY HOURS20 SY$60.7511COMPACTED FILL/EMBANKMENT ‐ NON EMERGENCY HOURS10 CY$43.2212SAW CUT ASPHALT / CONCRETE ‐ NON EMERGENCY HOURS280 LF$4.7313REMOVE CONCRETE PAVEMENT ‐ NON EMERGENCY HOURS65 SY$44.3014REMOVE ASPHALT PAVEMENT ‐ NON EMERGENCY HOURS280 SY$43.3015REMOVE CURB AND GUTTER ‐ NON EMERGENCY HOURS60 SY$12.4016REMOVE APPROACH ‐ NON EMERGENCY HOURS30 SY$39.8617HIGH EARLY MIX/ EXPOSED AGGREGATE/ SPECIALTY CONCRETE ‐ NON EMERGENCY HOURS 20 SY$114.8518CURB AND GUTTER REPLACEMENT ‐ NON EMERGENCY HOURS60 LF$29.4820BERMUDA SOD80 SY$9.0021ST AUGUSTINE SOD80 SY$9.0023Traffic Control345 Per Project $325.0024ADA COMPLIANT RAMP5 Per Ramp $2,562.50ASPHALT/CONCRETE‐PRICING MUST INCLUDE MATERIAL, EQUIPMENT AND LABOR COSTSOD‐PRICING MUST INCLUDE MATERIAL, EQUIPMENT AND LABOR COSTMISC.EXHIBIT FDocuSign Envelope ID: 5D6A59D6-638B-4500-B817-293E7DC6E5A2313 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 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: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 JKK CONCRETE CONSTRUCTION, LLC EXHIBIT G 8/16/2022 X 314 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 5D6A59D6-638B-4500-B817-293E7DC6E5A2 315 Certificate Of Completion Envelope Id: 5D6A59D6638B4500B817293E7DC6E5A2 Status: Sent Subject: Please DocuSign: City Council Contract 8046-Utility Cut Restoration--JKK Concrete Construction Source Envelope: Document Pages: 36 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 8/11/2022 3:16:18 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 8/11/2022 3:20:44 PM Viewed: 8/11/2022 4:08:39 PM Signed: 8/11/2022 4:10:26 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: 12.105.149.83 Sent: 8/11/2022 4:10:29 PM Viewed: 8/12/2022 8:51:48 AM Signed: 8/12/2022 8:53:08 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.24.6.135 Signed using mobile Sent: 8/12/2022 8:53:10 AM Viewed: 8/16/2022 6:10:13 PM Signed: 8/16/2022 6:13:54 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kasey Kruger kasey.dkj@gmail.com Owner Security Level: Email, Account Authentication (None)Signature Adoption: Uploaded Signature Image Using IP Address: 23.252.243.221 Sent: 8/16/2022 6:13:58 PM Viewed: 8/16/2022 6:28:11 PM Signed: 8/16/2022 6:54:07 PM Electronic Record and Signature Disclosure: Accepted: 8/16/2022 6:28:11 PM ID: 8cc33186-9b79-408b-888a-4fe86a0920a8 316 Signer Events Signature Timestamp Stephen D. Gay stephen.gay@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Sent: 8/16/2022 6:54:09 PM Viewed: 8/16/2022 7:11:24 PM Signed: 8/16/2022 7:14:23 PM Electronic Record and Signature Disclosure: Accepted: 8/16/2022 7:11:24 PM ID: d08234fe-cc66-41fb-a50b-1d1499544698 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/16/2022 7:14:26 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: 8/22/2022 5:41:11 PM ID: 05711f0c-3102-4347-b828-f8066d261b9f 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/11/2022 4:10:29 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 317 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/16/2022 7:14:26 PM Viewed: 8/25/2022 9:22:24 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 Casey Bowles casey.bowles@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/24/2022 12:07:49 PM ID: 8efc4fed-3c41-4d75-ab32-a54c2b8eec3a Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/11/2022 3:20:44 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 318 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: Kasey Kruger, Stephen D. Gay, Rosa Rios, Casey Bowles 319 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. 320 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. 321 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1740,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 Professional Services Agreement with Black &Veatch Corporation,for engineering services related to the LLWTP Sludge Improvements project for the Water Production Department as set forth in the contract;providing for the expenditure of funds therefor;and providing an effective date (RFQ 7574-020 -Professional Services Agreement for engineering services awarded to Black &Veatch Corporation,in the not-to-exceed amount of $282,955.00).The Public Utilities Board recommends approval (5 - 0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™322 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Black & Veatch Corporation, for engineering services related to the LLWTP Sludge Improvements project for the Water Production Department as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7574-020 – Professional Services Agreement for engineering services awarded to Black & Veatch Corporation, in the not-to-exceed amount of $282,955.00). The Public Utilities Board recommends approval (5 - 0). INFORMATION/BACKGROUND The Lake Lewisville Water Treatment Plant (LLWTP) provides approximately 50% of the City of Denton’s potable water. A sidestream process of water treatment is sludge management. The existing sedimentation basin steel sludge collection mechanisms need rehabilitation and re-coating due to normal wear and tear. The basin collection mechanisms were coated over 10 years ago. In addition to coating the basin collection mechanisms, operations desire to automate the sludge wasting process from the settling basins to provide better treatment consistency and increase operational efficiency. Water Production is requesting that Black & Veatch Corporation be contracted to develop specifications, contract documents and provide bid-phase and construction phase services for the project. Request for Qualifications for professional engineering services for Water and Wastewater was solicited using the City’s formal solicitation process. City Council approved a pre-qualified list of engineering firms on March 23, 2021 (Ordinance 21-546). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 23, 2021, Council approved RFQ 7574 for a prequalified list of professional engineering firms for Water and Wastewater (Ordinance 21-546). On August 22, 2022, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 323 RECOMMENDATION Award a contract with Black & Veatch Corporation, for the LLWTP Sludge Improvements for the Water Production Department, in a not-to-exceed amount of $282,955. PRINCIPAL PLACE OF BUSINESS Black & Veatch Corporation Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by eight months. FISCAL INFORMATION These services will be funded from LLWTP Sludge Improvements account 630499523.1346.21100. Requisition #156168 has been entered into the Purchasing software system in the amount of $282,955. The budgeted amount for this item is $282,955. 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: Brian Smith, 940-349-7627. Legal point of contact: Marcella Lunn at 940-349-8333. 324 325 Aye Nay Abstain Absent ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ 326 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 7574-020PSA Not Applicable Crystal Westbrook LLWTP SLUDGE IMPROVEMENTS 327 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 1 of 19 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and BLACK & VEATCH CORPORATION, with its corporate office at 11401 Lamar, Overland Park, KS 66021 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: LLWTP Sludge Improvements (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $282,955 in the manner and in accordance with the fee schedule as set forth in Attachment A. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 328 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 2 of 19 A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 329 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 3 of 19 C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 330 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 4 of 19 or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 331 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 5 of 19 construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 332 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 6 of 19 J. INSURANCE (1) ENGINEER’S INSURANCE a. Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b. Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’ Compensation – ENGINEER shall maintain workers DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 333 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 7 of 19 compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 334 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 8 of 19 f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. l. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 335 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 9 of 19 K. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 336 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 10 of 19 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 AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 337 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 11 of 19 services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 338 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 12 of 19 I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 339 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 13 of 19 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ENGINEER. b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 340 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 14 of 19 F. Indemnification IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 341 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 15 of 19 K. Immigration Nationality Act ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel Engineer acknowledges that in accordance with Chapter 2271 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, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (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. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 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, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer, pursuant to Chapters 2252 and 2270, 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. N. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Engineer acknowledges that in accordance with Chapter 2274 of the Texas DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 342 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 16 of 19 Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Engineer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. P. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. Q. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 343 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 17 of 19 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 Engineer submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Engineer 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/filinginfo/1295/ 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. O. 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 Engineer shall complete and submit the City’s Conflict of Interest Questionnaire. P. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 344 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 18 of 19 this AGREEMENT: Attachment A - Scope of Services, Compensation These documents make up the AGREEMENT 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 AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. 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. Duly executed by each party’s designated representative to be effective on _____________________________. ENGINEER 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: _______________________________ DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 2022-915332 bachesl@bv.com Stephanie Bache Associate Vice President 469-513-3199 345 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 19 of 19 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: 3D6AF887-2F60-4539-B8B4-17B705F3D72C Utilities Director Stephen D. Gay 346 City of Denton Attachment A 1 ATTACHMENT A SCOPE OF SERVICES Owner: City of Denton, Texas Design Professional: Black & Veatch Corporation Project Title: Design & Construction Administration Services - Lake Lewisville WTP Sludge System Improvements PROJECT DESCRIPTION The goal of the project is to modernize the basin blowdown sludge process along with additional improvements and maintenance required by existing equipment. This scope of services includes Preliminary Design & Final Design, Bid Services and Construction Phase Services. The Project includes the following major components at eight (8) Sedimentation Basins: o Re-coat existing circular clarifier equipment. o Repair clarifier equipment (e.g., rake arms) as required prior to re-coat (construction allowance). o Replace the existing sixteen 12” basin blowdown plug valves/manual actuators with new 12” plug valves with electric actuators. o PLC Programming and HMI configuration for the new 12” plug valves. Sludge valves will operate on timers to withdraw sludge from the basins. TASK SERIES 100: WATER TREATMENT PLANT SLUDGE SYSTEM IMPROVEMENTS – PRELIMINARY & FINAL DESIGN AND BID SERVICES Task 100: Conduct Project Administration Services. Design Professional will provide project management functions required to successfully complete the task series indicated above, including all project correspondence with the City; consultation with the City’s staff; supervision and coordination of services; implementation of a project specific work plan, procedures, and a quality control/quality assurance plan; scheduling and assignment of personnel resources, administration and coordination of subconsultants, continuous monitoring of work progress; and invoicing for the work performed. Based on 3-month design. Task 101: Monthly Project Status Reports. Design Professional will prepare a monthly project status report to identify work that has been performed in the reporting period, the work activities anticipated to be performed the next month, action items required of City for an efficient and effective delivery of the Design Professional’s services, potential project scope variances with corrective actions suggested by the Design Professional. Task 102: Initial Project Meeting. Design Professional will conduct a project initiation meeting to discuss the project goals and objectives; clarify City's requirements for the project, DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 347 City of Denton Attachment A 2 review pertinent available data, review project staffing and organization, present initial work plan, and present initial work schedule. Task 103: Conduct Progress Meetings. Design Professional will schedule and facilitate three (3) progress meetings to review and obtain feedback on interim deliverables, review the project schedule, discuss key design issues, review budget status, and discuss deviations from the scope of services. Design Professional shall prepare and distribute minutes of each progress meeting and identify action items. Task 104: Contract Documents. Design Professional will produce 60- and 100-percent complete contract documents (drawings and specifications) and submit to the City for review. Following each submittal, a progress meeting will be scheduled within 14 working days to receive comments from the City. The drawings will be prepared in 22x34 sheet format in the latest version of AutoCAD utilizing the City’s standard drawing border and Design Professional’s drawing standards. Documents will be provided to City for review in pdf format. Design Professional will develop an opinion of probable construction cost (OPCC) for each design submittal. All opinions of probable construction costs developed will follow the recommendations of the Association for the Advancement of Cost Engineering (AACE) International Recommended Practice No. 18R with regard to methodology and accuracy. Since Engineer has no control over the cost of labor, material, or equipment furnished by others not under contract to Engineer, Engineer’s opinion of probable cost for construction of the work will be made on the basis of experience and qualifications as an Engineer. Engineer does not guarantee or warranty that proposals, bids, or actual project costs will not vary from Engineer’s opinions of probable cost. The cost opinion level of accuracy presented by Engineer will be in accordance with accepted industry guidelines and as defined by AACE. Owner will provide all existing site plans and building plans in electronic format to be used for drawing backgrounds · Drawings and specifications for the 60-percent submittal will have the major process designs completed, and the design of ancillary/support processes will be initiated/developed. Drawing plans and P&ID will be finalized, sections/details will be started, equipment vendor comments will be incorporated, and commodity specifications will be started. · Drawings and specifications for the 100-percent submittal will have all internal quality control and City comments incorporated. The deliverable will be final sealed and signed construction documents suitable for bidding. Task 105: Bidding Services. Design Professional will perform the following bidding services: - Prepare Advertisement Information. Design Professional will assist the City in establishing a bid opening date, coordinate reproduction and distribution of the bid documents (using the city’s website for distribution) and maintain a list of plan holders. Potential bidders will purchase their own sets of project drawings and contract specifications. DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 348 City of Denton Attachment A 3 - Pre-Bid Assistance. Design Professional will schedule and conduct a pre-bid conference, respond to questions from bidders, advise the City of any inquiries prior to the bid opening from contractors/subcontractors/suppliers, and prepare addendum as required to respond to questions and provide clarification. - Bid Opening. Design Professional will attend the bid opening and assist the City in reviewing the bids for completeness and accuracy. - Review Bidder Qualifications. Design Professional will review the bids for completeness and conformance with the bidding requirements, provide a credit history review of the apparent low bidder, review subcontractors, and prepare a bid tabulation and letter with recommendation of award. TASK SERIES 200: WATER TREATMENT PLANT SLUDGE SYSTEM IMPROVEMENTS – CONSTRUCTION PHASE SERVICES Design Professional will perform Construction Services during the construction phase of the project for a 12-month duration. By performing these services, Engineer shall not have authority or responsibility to supervise, direct, or control the Contractor's work or the Contractor's means, methods, techniques, sequences, or procedures of construction. Engineer shall not have authority or responsibility for safety precautions and programs incident to the Contractor's work or for any failure of the Contractor to comply with laws, regulations, rules, ordinances, codes, or orders applicable to the Contractor furnishing and performing the work. Engineer will perform the following construction services: Task 200: Conduct Project Administration Services. Design Professional will provide project management functions required to successfully complete the task series indicated above, including all project correspondence with the City; consultation with the City’s staff; supervision and coordination of services; implementation of a project specific work plan, procedures, and a quality control/quality assurance plan; scheduling and assignment of personnel resources, administration and coordination of subconsultants, continuous monitoring of work progress; and invoicing for the work performed. Task 201: Monthly Project Status Reports. Design Professional will prepare a monthly project status report to identify work that has been performed in the reporting period, the work activities anticipated to be performed the next month, action items required of City for an efficient and effective delivery of the Design Professional’s services, potential project scope variances with corrective actions suggested by the Design Professional. Task 202. Conformed Contract Documents. Prepare conformed contract documents and distribute copies to the City and Contractor. It is anticipated that a total of 3 sets (number of sets may be less) of the conformed drawings and specifications will be reproduced. Task 203. Preconstruction Conference. Attend a preconstruction conference at a date and time selected by the City and at a facility provided by the City. Elements of the conference include: · Agenda and minutes · Discussion of Contractor’s tentative schedules DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 349 City of Denton Attachment A 4 · Procedures for transmittal and review of Contractor’s submittals · Processing applications for payment · Critical work sequencing · Change orders · Record documents · Contractor’s responsibilities for safety and first aid Task 204. Construction Progress Review Meetings. Visit the construction site to observe progress of the work and consult with the City and the Contractor. A total of 12 construction progress meetings are anticipated. A total of one of Engineer’s staff persons for a 1-day site visit and progress meeting is included. Task 205. Shop Drawing Review. Review drawings and other data submitted by the Contractor as required by the construction contract documents. Engineer's review shall be for general conformity to the construction contract documents and shall not relieve the Contractor of any of his contractual responsibilities. Such reviews shall not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. 60 hours are allotted for this task. Task 206. Requests for Information. Interpret construction contract documents when requested by the City or the Contractor. Requests for clarification or information shall be in writing and copies of Engineer’s response shall be distributed to the City and Contractor. A maximum of six RFIs are allotted for this task. Task 207. Change Orders. Assist the City with the review of Contractor requests for project changes. Two change orders are allotted for this task. · Review documentation. · Assist with the preparation of the design change description and required drawings. · Prepare an independent estimate of the change order cost. · Submit recommendations to the City. Task 208. Factory Acceptance Testing. The Engineer will witness the Contractor’s Factory Acceptance Test in conjunction with the Owner. This task includes one 1-day site visit for one of Engineer’s staff persons to the Contractor’s facility. During this testing, Engineer will verify HMI graphics developed under this scope of work. If the Contractor has significant deficiencies which warrant additional site acceptance testing, the Engineer can attend additional testing as a supplemental service. Task 209. Site Acceptance Testing. The Engineer will witness the Contractor’s Site Acceptance Test in conjunction with the Owner. This task includes one 1-day site visit for one of Engineer’s staff persons to the Owner’s facility. During this testing, Engineer will verify HMI graphics developed under this scope of work. If the Contractor has significant deficiencies which warrant additional site acceptance testing, the Engineer can attend additional testing as a supplemental service. DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 350 City of Denton Attachment A 5 Task 210. Punch List. Upon substantial completion, inspect the construction work and preparing a punch list of those items to be completed or corrected before final completion of the project. A total of two Engineer’s staff persons for a 1-day inspection is included. Task 211. Final Inspection. Upon completion or correction of the items of work on the punch list, participate in a final inspection to determine if the work is completed. A total of two Engineer’s staff persons for a 1/2-day inspection is included Task 212. Drawings Conformed to Construction Records. Upon completion of the project; revise the construction contract drawings to conform to the construction records. Submit to Owner in AutoCAD format. TASK SERIES 300: ADDITIONAL SERVICES Any work requested by the City that is not specifically stated in the Basic Scope of Services listed above will be classified as Additional Services. Additional Services shall be authorized in writing by the City. Additional Services will be performed based on the following Rate Schedule and mutually agreed upon number of hours. CATEGORY BILLING RATE Clerical $ 80.00 Engineering Technician $ 100.00 Project Accountant $ 136.00 Engineer $ 163.00 Sr. Engineer $ 199.00 Project Manager $ 290.00 Senior Technical Advisor $ 310.00 Principal $ 325.00 (End of Attachment A) DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 351 City of Denton Lake Lewisville WTP Improvements Engineering Fee Task/Level of Effort Total Staff Hours B&V Labor Expenses Total Cost Task Series 100 - Preliminary & Final Design and Bid Services 963 $198,749 $3,500 $202,249 Task Series 200 - Construction Phase Services 388 $76,606 $4,100 $80,706 $282,955 DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 352 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 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: 3D6AF887-2F60-4539-B8B4-17B705F3D72C BLACK & VEATCH CORPORATION CIQ X X 8/4/2022 X X 353 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 3D6AF887-2F60-4539-B8B4-17B705F3D72C 354 Certificate Of Completion Envelope Id: 3D6AF8872F604539B8B417B705F3D72C Status: Sent Subject: Please DocuSign: City Council Contract 7574-020 LLWTP Sludge Improvements Source Envelope: Document Pages: 28 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 7/13/2022 3:05:34 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 7/13/2022 3:26:18 PM Viewed: 7/14/2022 1:34:54 PM Signed: 7/14/2022 1:36:57 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Tabitha Millsop tabitha.millsop@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 7/14/2022 1:37:00 PM Viewed: 7/14/2022 1:51:57 PM Signed: 7/14/2022 1:52:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/14/2022 1:52:07 PM Viewed: 7/15/2022 9:46:27 AM Signed: 7/15/2022 9:59:11 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Stephanie Bache bachesl@bv.com Associate Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 99.64.161.102 Signed using mobile Sent: 7/15/2022 9:59:14 AM Resent: 7/25/2022 9:40:21 AM Resent: 8/2/2022 10:30:51 AM Viewed: 8/4/2022 10:29:50 AM Signed: 8/4/2022 11:04:10 AM Electronic Record and Signature Disclosure: Accepted: 7/15/2022 10:14:43 AM ID: 1d7662f7-6e87-4d78-a7ec-e691ad2833c4 355 Signer Events Signature Timestamp Stephen D. Gay stephen.gay@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/4/2022 11:04:13 AM Viewed: 8/4/2022 11:25:33 AM Signed: 8/4/2022 11:26:11 AM Electronic Record and Signature Disclosure: Accepted: 8/4/2022 11:25:33 AM ID: 1fcb2d3b-6d24-4a64-9e7d-03287c8b349b Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/4/2022 11:26:14 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: 8/2/2022 10:15:22 PM ID: 89dc2b08-53b6-4281-a58f-f7a1c69d795e 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 7/14/2022 1:37:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 356 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/4/2022 11:26:14 AM Viewed: 8/8/2022 9:44:02 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 Brian Smith brian.smith@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/22/2022 1:33:38 PM ID: 340196f6-6fb2-43af-a9d8-0890332d4733 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/13/2022 3:26:18 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 357 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: Stephanie Bache, Stephen D. Gay, Rosa Rios, Brian Smith 358 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. 359 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. 360 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1741,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 Johnston Technical Services,Inc.,through the Department of Information Resources (DIR)Cooperative Purchasing Network Contract No.DIR-CPO-4792,for the purchase of Microwave Network Equipment and Service for the Water Production Department;providing for the expenditure of funds therefor;and providing an effective date (File 8075 -awarded to Johnston Technical Services,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 $300,000.00). The Public Utilities Board recommends approval (5 - 0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™361 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 Johnston Technical Services, Inc., through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract No. DIR-CPO- 4792, for the purchase of Microwave Network Equipment and Service for the Water Production Department; providing for the expenditure of funds therefor; and providing an effective date (File 8075 – awarded to Johnston Technical Services, 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 $300,000.00). The Public Utilities Board recommends approval (5 - 0). INFORMATION/BACKGROUND Water Production uses microwave radios to communicate with all of its facilities. The type of communications used with these radios is data or process and access control, city network, phones, and security camera feeds to the Lake Ray Roberts Water Treatment Plant, Lake Lewisville Water Treatment Plant, and other remote sites which include elevated storage and pump stations. The reliability of this network is very important for the management of the water treatment process, distribution system pressure, and water quality. Johnson Technical Services (JTS) has been used by Water Production since 2003 and is very familiar with the network and equipment. Chapter 271.102 of the Local Government Code authorizes local governments to participate in a cooperative purchasing program with another local government or local cooperative organization. Instead of competitive bidding, items and services may be purchased through such agreements as the agreements have already been bid by the sponsoring entity or agency. By doing this as a cooperative effort, the combined purchasing usage of these entities was utilized to realize competitive pricing and reduced administrative costs of individual bidding. Year Total 2022 – 2023 $60,000 2023 – 2024 $60,000 2024 – 2025 $60,000 2025 – 2026 1 year extension $60,000 2026 – 2027 1 year extension $60,000 Total for 5 years: $300,000 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 362 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). On August 22, 2022, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award a contract with Johnston Technical Services, Inc., for the purchase of Microwave Network Equipment and Service for the Water Production Department, in a three (3) year, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $300,000. PRINCIPAL PLACE OF BUSINESS Johnston Technical Services, Inc. Dallas, TX ESTIMATED SCHEDULE OF PROJECT This is an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. This DIR contract expires on May 28, 2026. 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: Pricing Sheet Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Brian Smith, 940-349-7627. Legal point of contact: Marcella Lunn at 940-349-8333. 363 Manufacturer / Brand Category Product Description DIR Customer Discount % off MSRP Aviat Networks Law Enforcement Equipment ODU 600 Radios, Spares, and Capacity Upgrade Licenses 55.00% Aviat Networks Law Enforcement Equipment ODU 600 Coupler Assemblies, Waveguide, Transition Kits, Lightning Arrestors, and Test Kits 33.00% Aviat Networks Law Enforcement Equipment IRU600 Radios, Spares, and Capacity Upgrade Licenses 50.00% Aviat Networks Law Enforcement Equipment IRU600 Waveguide Extension Kits and other Misc Hardware 33.00% Aviat Networks Law Enforcement Equipment CTR 8300 Radios, Spares, and Capacity Upgrade Licenses 50.00% Aviat Networks Law Enforcement Equipment CTR 8300 Accessories and Misc License Key Add-Ons 33.00% Aviat Networks Law Enforcement Equipment CTR 8540 Radios, Spares, and Capacity Upgrade Licenses 50.00% Aviat Networks Law Enforcement Equipment CTR 8540 Accessories and and Misc License Key Add-Ons 33.00% Aviat Networks Law Enforcement Equipment Eclipse INUe Radios, Spares, Capacity Upgrade Licenses, and Power Options 50.00% Aviat Networks Law Enforcement Equipment Eclipse INUe Racks, Accessories and and Misc License Key Add-Ons 33.00% Aviat Networks Law Enforcement Equipment WTM 4000 Series Radios and Capacity License Upgrades 60.00% Aviat Networks Law Enforcement Equipment WTM 4000 Series Waveguide Transition Kits, PoE Injectors, Cable Assemblies, SFP Modules 15.00% Aviat Networks Law Enforcement Equipment Antennas, IF Cables, Waveguide, Dehydrators, Misc. Accessories 10.00% Aviat Networks Law Enforcement Equipment Warranties 5.00% Tessco Law Enforcement Equipment Ventev Enclosures and Accessories 15.00% Tessco Law Enforcement Equipment Antennas, Transmission Line, Connectors, Misc. Site Materials 10.00% JTS Law Enforcement Equipment Miscellaneous Installation Hardware 5.00% JTS Law Enforcement Services Installation, Maintenance, Troubleshooting, Training, FCC Licensing, Acceptance Testing/ System Commissioning, SLAs 12.00% Appendix C Pricing Index DIR-CPO-4792 Johnston Technical Services, Inc. Dba: JTS 364 ORDINANCE NO._______________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH JOHNSTON TECHNICAL SERVICES, INC., THROUGH THE DEPARTMENT OF INFORMATION RESOURCES (DIR) COOPERATIVE PURCHASING NETWORK CONTRACT NO. DIR-CPO-4792, FOR THE PURCHASE OF MICROWAVE NETWORK EQUIPMENT AND SERVICE FOR THE WATER PRODUCTION DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8075 AWARDED TO JOHNSTON TECHNICAL SERVICES, 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 $300,000.00). 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 function; 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 VENDOR AMOUNT 8075 Johnston Technical Services, Inc., $300,000.00 SECTION 2. By the acceptance and approval of the above numbered items set forth in the referenced file number, 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, 365 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. 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 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, 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR 366 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 367 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D MICROWAVE NETWORK EQUIPMENT 8075 Not Applicable Crystal Westbrook COOP 368 File 8075 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND JOHNSTON TECHNICAL SERVICES, INC. (File # 8075) THIS CONTRACT is made and entered into this date _______________________, by and between JOHNSTON TECHNICAL SERVICES, INC. a Texas Corporation, whose address is 5310 S. Cockrell Hill Road, Dallas, TX 75236, 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) DIR Cooperative Purchasing Contract #DIR-CPO-4792 with Johnston Technical Services, Inc., (Exhibit “B” on file at the office of the Purchasing Agent); (c) Johnston Technical Services, 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 Contractor acknowledges that in accordance with Chapter 2271 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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 369 File 8075 signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 370 File 8075 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: 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: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 9726201435 Kim Sheffler accounting@jts.net President kim.sheffler@jts.net Utilities Stephen D. Gay Director 371 File 8075 Exhibit A Special Terms and Conditions 1. Contract Term The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. 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 $300,000. Pricing shall be per the discount listed in Exhibit C attached and per DIR-CPO-4792 contract. DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 372 EXHIBIT CDocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D373 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D374 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D375 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D376 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D377 File 8075 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: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 378 File 8075 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 federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 379 File 8075 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, 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 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 380 File 8075 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 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 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 381 File 8075 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. 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. DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 382 File 8075 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. 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 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 383 File 8075 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. 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 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 384 File 8075 services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 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 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 385 File 8075 Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 386 File 8075 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, 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 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 387 File 8075 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 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 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 388 File 8075 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. 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 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 389 File 8075 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 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 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 390 File 8075 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) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 391 File 8075 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. 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 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 392 File 8075 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 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. DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 393 File 8075 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: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 394 File 8075 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/filinginfo/1295/ 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: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 395 File 8075 Exhibit F INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 396 File 8075 contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 397 File 8075 with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 398 File 8075 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: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 399 File 8075 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. F. The contractor shall retain all required certificates of coverage for the duration of the project DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 400 File 8075 and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self- DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 401 File 8075 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: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 402 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 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: CF09EA00-03AC-42AA-B2DA-3F7FF996C35DEXHIBIT G JOHNSTON TECHNICAL SERVICES, INC. X 8/10/2022 X 403 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: CF09EA00-03AC-42AA-B2DA-3F7FF996C35D 404 Certificate Of Completion Envelope Id: CF09EA0003AC42AAB2DA3F7FF996C35D Status: Sent Subject: Please DocuSign: City Council Contract 8075--Microwave Network Equipment Source Envelope: Document Pages: 37 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 8/9/2022 8:57:40 AM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 8/9/2022 9:04:32 AM Viewed: 8/9/2022 9:04:58 AM Signed: 8/9/2022 9:06:03 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: 8/9/2022 9:06:05 AM Viewed: 8/9/2022 11:25:49 AM Signed: 8/9/2022 11:26:56 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.24.6.135 Sent: 8/9/2022 11:26:59 AM Viewed: 8/9/2022 4:29:26 PM Signed: 8/9/2022 4:35:40 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kim Sheffler kim.sheffler@jts.net President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 98.6.225.34 Sent: 8/9/2022 4:35:43 PM Viewed: 8/10/2022 7:05:53 AM Signed: 8/10/2022 7:15:25 AM Electronic Record and Signature Disclosure: Accepted: 8/10/2022 7:05:53 AM ID: 804f0434-faca-49ef-bf29-249eabda0d7e 405 Signer Events Signature Timestamp Stephen D. Gay stephen.gay@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/10/2022 7:15:27 AM Viewed: 8/10/2022 8:33:46 AM Signed: 8/10/2022 9:06:34 AM Electronic Record and Signature Disclosure: Accepted: 8/10/2022 8:33:46 AM ID: 1b280641-65fa-411e-a526-6b53c26b84e0 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/10/2022 9:06:37 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: 8/8/2022 6:40:37 PM ID: e7200bbe-3c17-4ca0-b548-6ce5a168a964 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/9/2022 9:06:06 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 406 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/10/2022 9:06:37 AM Viewed: 8/11/2022 11:04:19 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 Brian Smith brian.smith@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/22/2022 1:33:38 PM ID: 340196f6-6fb2-43af-a9d8-0890332d4733 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/9/2022 9:04:32 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. 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: Kim Sheffler, Stephen D. Gay, Rosa Rios, Brian Smith 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.. 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. 409 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. 410 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1742,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 Genomic Life,Inc.,for the Cancer Guardian Program services with a monthly voluntary rate of $20.00 per employee or $40.00 per employee and spouse for the City of Denton employees;providing for the expenditure of funds therefor;and providing an effective date of January 1,2023 (RFP 7979 -awarded to Genomic Life,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 $340,000.00). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™411 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 Genomic Life, Inc., for the Cancer Guardian Program services with a monthly voluntary rate of $20.00 per employee or $40.00 per employee and spouse for the City of Denton employees; providing for the expenditure of funds therefor; and providing an effective date of January 1, 2023 (RFP 7979 – awarded to Genomic Life, 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 $340,000.00). INFORMATION/BACKGROUND Due to the rising cost of cancer claims on the City’s health plans, the City introduced the Cancer Guardian program to our employees effective September 1, 2021. The Cancer Guardian program is not insurance but instead is a program that provides resources and DNA testing for pre-diagnosis of cancer and provides resources and tools when a cancer diagnosis is made. The Cancer Guardian program information was provided to the City by ACAP HealthWorks during the introduction of Armor Up America for First Responders (formerly Responder Health). The Cancer Guardian program is a niche service; therefore, there is no marketing analysis. The City implemented the Cancer Guardian program mid-year with a special open enrollment in August 2021, for a September 1, 2021 effective date. Because the Cancer Guardian program was new to the City of Denton benefits offerings, based on past experience with other voluntary products, we estimated the first year’s total spend to be under $50,000, which is below the threshold requiring a formal solicitation process. During the open enrollment period for the 2022 plan year, the response for the Cancer Guardian program was far better than anticipated, and enrollment exceeded expectations. The monthly expenditure amount for the 2022 plan year is approximately $4,167 per month, which results in a higher than anticipated first-year cost. Because the current Genomic Life contract is interim only, the City conducted a formal RFP process to receive bids for a new multi-year Cancer Guardian Program contract for the 2023 plan year to be effective January 1, 2023. The City received one proposal from Genomic Life, the incumbent vendor. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 412 Project Description Estimated 5-Year Expenditure Year 1* (208 plus 10% = 229 count) $ 56,000 Year 2* (252 count) $ 61,000 Year 3* (277 count) $ 67,000 Year 4* (305 count) $ 74,000 Year 5* (335 count) $ 82,000 Total $340,000 *10% member increase each year, starting with the 2022 average count Request for Proposals was sent to 90 prospective suppliers, including two (2) Denton firms. In addition, specifications were placed on the Procurement 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. The department is awarding the contract to Genomic Life, Inc. NIGP Code Used for Solicitation: 946 - (Service Only) - Financial Services & 953 - (Service Only) - Management Services Notifications sent for Solicitation sent in IonWave: 90 Number of Suppliers that viewed Solicitation in IonWave: 8 HUB-Historically Underutilized Business Invitations sent out: 6 SBE-Small Business Enterprise Invitations sent out: 21 Responses from Solicitation: 1 RECOMMENDATION Award a contract to Genomic Life, Inc., for the Cancer Guardian Program services with a monthly voluntary rate of $20.00 per employee or $40.00 per employee and spouse for the City of Denton employees, in a three (3) year, with the option for two (2) additional one (1) year extensions, in the total five (5) year not- to-exceed amount of $340,000. PRINCIPAL PLACE OF BUSINESS Genomic Life, Inc. San Diego, CA ESTIMATED SCHEDULE OF PROJECT This is an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same, starting on January 1, 2023. FISCAL INFORMATION The Cancer Guardian program services are funded 100% by employees through payroll deduction. The City does not contribute to the premiums for voluntary products. 413 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: Linda Kile, 940-349-8388. Legal point of contact: Marcella Lunn at 940-349-8333. 414 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH GENOMIC LIFE, INC., FOR THE CANCER GUARDIAN PROGRAM SERVICES WITH A MONTHLY VOLUNTARY RATE OF $20.00 PER EMPLOYEE OR $40.00 PER EMPLOYEE AND SPOUSE FOR THE CITY OF DENTON EMPLOYEES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE OF JANUARY 1, 2023 (RFP 7979 AWARDED TO GENOMIC LIFE, 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 $340,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the Cancer Guardian Program Services for the City of Denton employees; 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 function; 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, 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 7979 Genomic Life, Inc. $340,000.00 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. 415 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR 416 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 417 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB Cancer Genetics Program 7979RFP No Gabby Leeper 418 Contract # 7979 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND __GENOMIC LIFE, INC._ (CONTRACT 7979) THIS CONTRACT is made and entered into this date ______________________, by and between _Genomic Life, Inc__ a California corporation, whose address is _3344 N Torey Pines Court 100 San Diego CA, 92037 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 7979- Cancer Genetics 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 7979 (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 2271 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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 419 Contract # 7979 written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 420 Contract # 7979 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: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 2022-902281 Brad Cole 6507993323 Brad.Cole@genomiclife.com CFO Director of Human Resources Sarah Kuechler Human Resources 421 Contract # 7979 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $340,000. Pricing shall be per Exhibit E attached. 2. 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. 3. Contract Terms The contract term will be three (3) years, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 4. Price Escalation and De-escalation Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 120 days prior to the end of each calendar 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. DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 422 Contract # 7979 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: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 423 Contract # 7979 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: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 424 Contract # 7979 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: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 425 Contract # 7979 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: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 426 Contract # 7979 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 (meaning the last payment due under this Contract) 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 the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (4) 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, those asserted within thirty (30) days of final payment, those arising from inaccurate or incomplete information provided by the City or those arising from the City’s continuing obligations under the Contract pursuant to section 53 below. 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 DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 427 Contract # 7979 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, if the Subcontractor’s costs are included in such invoice; 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 unless the Contractor is directly and fully responsible to the City for such liabilities; 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, unless the Contractor is directly and fully responsible to the City for such liabilities. 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 DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 428 Contract # 7979 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: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 429 Contract # 7979 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 thirty (30) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such thirty (30) 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 DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 430 Contract # 7979 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 sixty (60) calendar days’ prior written notice, unless applicable law requires non-cause termination with less 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 DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 431 Contract # 7979 compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas 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 DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 432 Contract # 7979 solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to 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 DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 433 Contract # 7979 three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 434 Contract # 7979 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, meaning any work product developed specifically and uniquely for the City and that is not available for other Contractor clients or customers. 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. DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 435 Contract # 7979 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 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 DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 436 Contract # 7979 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. DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 437 Contract # 7979 B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas 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 DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 438 Contract # 7979 scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (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. DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 439 Contract # 7979 vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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 DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 440 Contract # 7979 with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and 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. DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 441 Contract # 7979 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: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 442 Contract # 7979 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/filinginfo/1295/ 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: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 443 Contract # 7979 Exhibit E Contractor’s Proposal DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 444 Cancer Guardian™ is a transformative benefit program that combines the power of advanced DNA testing with the personalized support of expert cancer care resources. Enrollment in Cancer Guardian can help you prevent and manage cancer more effectively with specialized services not typically made available or covered by health insurance: Program Pricing* Cancer Information Line Staffed by oncology experts, members can ask cancer related questions and discuss concerns, risk-mitigation strategies, or care-giving guidance Hereditary Risk Screening Test Understand your genetic risk for certain hereditary cancers, cardiovascular diseases, and additional conditions Medical Records Platform A secure platform that allows you to store medical records for any condition and share with your medical team at any time Dedicated Cancer Support Specialist If diagnosed with cancer, a dedicated Cancer Support Specialist (CSS) is assigned to provide practical, emotional, and clinical support Expert Pathology Review Ensure correct diagnosis with an expert second opinion review Comprehensive Genomic Profiling If diagnosed, this test interrogates more than 300 cancer-related genes in the tumor, helping inform treatment decisions and clinical trial eligibility On-site Nurse Advocate If diagnosed, an oncology nurse advocate can accompany you to a medical appointment to provide support and guidance Clinical Trial Explorer Personalized clinical trial search, reporting and enrollment platform Financial Navigation Projects out-of-pocket financial exposure and identifies public and private financial aid programs Under Age 50 Under Age 50 50-64 50-64 65+ 65+ * Dependents under the age of 26 are automatically covered if the member elects coverage. 12-month enrollment is required. Day 1 Services Post Diagnosis Services Because Cancer is Too Big to risk going it alone... Monthly Member $ 20.00 $ 20.00 $ 20.00 Member + Spouse $ 40.00 $ 40.00 $ 40.00 DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 445 FLR-EE-ENRPRI-GL-20210405 It’s not just DNA testing that makes personalized medicine personal. It’s also each step through the cancer journey, from expert pathology review, therapy selection, cancer care support, financial navigation, and clinical trial search. Cancer Guardian is your dedicated advocate every step of the way. Cancer Guardian provides services that are not typically made available or covered by health insurance. We take Cancer Personally. Everyone I have dealt with at Cancer Guardian has provided empathy and much needed support during my journey after having been diagnosed with my illness. Their care and concern shines through in all that they have provided… allowing me to talk through my emotion, providing resources so I learn more about my rare illness, calling weekly to see how I am doing and if I am staying on track with my goals…and being by my side physically when visiting my doctor. I am extremely grateful and comforted to have them on my team… Arlene Shutt Cancer Guardian Member Cancer Guardian Services Hereditary Risk Screening Test Cancer Information Line Medical Records Platform Cancer Support Specialists Expert Pathology Review On-Site Nurse Advocate Comprehensive Genomic Profiling Clinical Trial Explorer Financial Navigation Day 1 Benefit Covered Discounted Day 1 Benefit Day 1 Benefit You Your PartnerYour Children Your ParentsYour In-lawsLegal Disclosure: Genomic Life™ is not an insurance company and Cancer Guardian™ is not an insurance policy. The Service does not provide payment or reimbursement of payment for treatment costs of any kind. Privacy and Confidentiality: Genomic Life™ takes your privacy very seriously. No identifiable protected health information is provided to any third-party without your expressed written consent. For more information on our Terms & Conditions and Privacy Policy, please visit www.genomiclife.com Genomic Life makes a significant annual contribution to the American Cancer Society on behalf of our Cancer Guardian members. The American Cancer Society does not endorse any product or service. r ™ For more information call us at 844-MYGENOME, contact us at info@genomiclife.com or visit genomiclife.com After your program effective date, you will receive a Welcome Email with links and instructions to access your program services. DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 446 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 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: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB Genomic Life, Inc Exhibit F- Form CIQ X 8/3/2022 447 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: BF8A3395-A616-46BD-A2C1-D1F8BE059DAB 448 Certificate Of Completion Envelope Id: BF8A3395A61646BDA2C1D1F8BE059DAB Status: Sent Subject: Please DocuSign: City Council Contract 7979 Cancer Genetics Program Source Envelope: Document Pages: 31 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: 47.188.102.9 Record Tracking Status: Original 7/20/2022 9:14:48 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: 7/20/2022 9:43:12 AM Viewed: 7/20/2022 9:45:24 AM Signed: 7/20/2022 9:52:18 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: 7/20/2022 9:52:22 AM Resent: 7/21/2022 8:52:14 AM Viewed: 7/21/2022 9:10:58 AM Signed: 7/21/2022 9:19:38 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/21/2022 9:19:41 AM Viewed: 7/25/2022 2:40:20 PM Signed: 7/25/2022 2:42:25 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Brad Cole Brad.Cole@genomiclife.com CFO Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 73.15.97.102 Sent: 8/3/2022 2:14:00 PM Viewed: 8/3/2022 2:19:18 PM Signed: 8/3/2022 7:48:44 PM Electronic Record and Signature Disclosure: Accepted: 8/3/2022 2:19:18 PM ID: 924e264d-33cb-4abb-9693-14a1324c9a3f 449 Signer Events Signature Timestamp Sarah Kuechler sarah.kuechler@cityofdenton.com Director of Human Resources Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/3/2022 7:48:47 PM Viewed: 8/8/2022 8:37:18 AM Signed: 8/8/2022 8:37:41 AM Electronic Record and Signature Disclosure: Accepted: 8/8/2022 8:37:18 AM ID: 0be4a418-e6c5-457e-aa39-6dbbfa8093d2 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/8/2022 8:37:44 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/2/2022 10:15:22 PM ID: 89dc2b08-53b6-4281-a58f-f7a1c69d795e 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 7/20/2022 9:52:22 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Shalini Wittstruck Shalini.Wittstruck@genomiclife.com Security Level: Email, Account Authentication (None) Sent: 8/3/2022 2:14:04 PM Electronic Record and Signature Disclosure: 450 Carbon Copy Events Status Timestamp Accepted: 7/26/2022 11:29:26 AM ID: 3bbd57a8-d9ff-444f-ba15-ebddaa42a722 Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/8/2022 8:37:44 AM Viewed: 8/8/2022 8:38:08 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 Linda Kile Linda.Kile@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/14/2022 10:50:29 AM ID: d8f7d747-5394-492f-b4f6-c14cbc45eedc Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/20/2022 9:43:12 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 451 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: Brad Cole, Sarah Kuechler, Rosa Rios, Shalini Wittstruck, Linda Kile 452 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. 453 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. 454 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1743,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 Continental American Insurance Company,for voluntary insurance products,including accident,critical illness with cancer,and hospital indemnity coverage for the City of Denton employees;providing for the expenditure of funds therefor;and providing an effective date of January 1,2023 (RFP 7982-1 -awarded to Continental American Insurance Company,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 $1,685,000.00). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™455 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 Continental American Insurance Company, for voluntary insurance products, including accident, critical illness with cancer, and hospital indemnity coverage for the City of Denton employees; providing for the expenditure of funds therefor; and providing an effective date of January 1, 2023 (RFP 7982-1 – awarded to Continental American Insurance Company, 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 $1,685,000.00). INFORMATION/BACKGROUND In 2021, the City implemented the Aflac products mid-year through a special open enrollment in August 2021 which was effective September 1, 2021. The Aflac voluntary products were also offered in the regular annual open enrollment period in October 2021, with benefits effective on January 1, 2022. The current Aflac contract terminates on December 31, 2022. As with other voluntary benefits the City offers (e.g., dental and vision coverage), the Aflac voluntary products, including accident, critical illness with cancer, and hospital indemnity coverage, are funded 100% by employees through payroll deductions. The City does not contribute to the premiums for voluntary products. A formal RFP process was initiated in May 2022 to solicit proposals for voluntary products to include accident, critical illness with cancer, hospital indemnity, and long-term care coverage. Nine (9) proposals were reviewed and scored by an evaluation team that included representatives from the City’s Employee Insurance Committee (EIC) and staff members from Human Resources. The evaluation team ranked Aflac as the proposal that provided the best overall value for the City’s employees and dependents. The main differentiator between Aflac and the other bidders were the additional riders for organized sports for adults and children, and the gunshot wound/line of duty that was not fully available from the other vendors. No proposal included long-term care coverage on a group basis. Project Description (*Two-year rate guarantee) Estimated 5-Year Expenditure Year 1* $259,000 Year 2* $285,000 Year 3** $345,000 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 456 Year 4** $379,000 Year 5** $417,000 Total: $1,685,000 **10% premium rate increase each year, starting in year 3 (2025) Request for Proposals was sent to 97 prospective suppliers. In addition, specifications were placed on the Procurement website for prospective suppliers to download and advertised in the local newspaper. Nine (9) proposals were received, references were checked, and proposals were evaluated based upon published criteria including compliance with specifications, probable performance, and price. Best and Final Offers (BAFO) were requested from the top firm. Based on this evaluation, Continental American Insurance Company was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 953 - (Service Only) - Insurance and Insurance Services, (All Types) Notifications sent for Solicitation sent in IonWave: 97 Number of Suppliers that viewed Solicitation in IonWave: 18 HUB-Historically Underutilized Business Invitations sent out: 7 SBE-Small Business Enterprise Invitations sent out: 21 Responses from Solicitation: 9 RECOMMENDATION Award a contract to Continental American Insurance Company, for voluntary insurance products, including accident, critical illness with cancer, and hospital indemnity coverage for the City of Denton employees, in a three (3) year, with the option for two (2) additional one (1) year extensions, in the total five (5) year not- to-exceed amount of $1,685,000. PRINCIPAL PLACE OF BUSINESS Continental American Insurance Company Columbia, SC ESTIMATED SCHEDULE OF PROJECT This is an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same, starting on January 1, 2023. FISCAL INFORMATION The voluntary products are funded 100% by employees through payroll deduction. The City does not contribute to the premiums for voluntary products. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: Ordinance and Contract 457 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Linda Kile, 940-349-8388. Legal point of contact: Marcella Lunn at 940-349-8333. 458 Continental American Insurance Company Voya Financial Colonial Life & Accident Insurance Company Securian Financial Group The Hartford UnitedHealthcare Services, LLC Symetra Life Insurance Company Cuellar & Associates, LLC Blue Cross and Blue Shield of Texas Columbia, SC Minneapolis, MN Columbia, SC St. Paul, MN Hartford, CT Richardson, TX Bellevue, WA San Antonio, TX Lombard, IL Line #Description Unit Unit Unit Unit Unit Unit Unit Unit Unit 1 2 Employee Only $16.42 $9.43 $8.58 $8.26 $10.68 $16.37 $16.63 $11.09 $13.56 3 Employee + Spouse $27.70 $18.86 $13.80 $13.08 $16.81 $25.84 $27.03 $18.81 $22.04 4 Employee + Children $37.10 $20.27 $14.58 $16.42 $17.87 $32.99 $35.66 $25.34 $29.07 5 Employee + Family $48.38 $29.70 $19.80 $23.27 $28.11 $50.38 $46.06 $33.14 $37.55 6 7 Non-Tobacco ages-0-24 $3.87 $0.28 $0.13 $2.15 $0.25 $0.17 $3.80 $3.33 $0.0289 8 Non-Tobacco ages-25-29 $4.94 $0.36 $0.18 $2.15 $0.34 $0.23 $4.84 $3.64 $0.396 9 Non-Tobacco ages-30-34 $5.62 $0.43 $0.25 $2.90 $0.39 $0.30 $5.51 $4.23 $0.465 10 Non-Tobacco ages-35-39 $7.14 $0.53 $0.50 $3.89 $0.52 $0.39 $7.00 $5.23 $0.616 11 Non-Tobacco ages-40-44 $8.49 $0.74 $0.80 $5.47 $0.64 $0.57 $8.33 $6.90 $0.751 12 Non-Tobacco ages-45-49 $10.01 $0.89 $1.24 $8.04 $0.77 $0.83 $9.82 $10.46 $0.903 13 Non-Tobacco ages-50-54 $15.17 $1.36 $1.76 $11.67 $1.20 $1.08 $14.88 $14.78 $1.419 14 Non-Tobacco ages-55-59 $14.79 $1.44 $2.50 $16.63 $1.17 $1.38 $14.50 $20.89 $1.381 15 Non-Tobacco ages-60-64 $29.98 $2.13 $3.44 $23.57 $2.46 $2.13 $29.38 $30.67 $2.90 16 Non-Tobacco ages-65-99 $52.70 $2.79 $4.36 $33.72 $4.39 $2.91 $51.65 $44.93 $5.172 17 Tobacco ages-0-24 $5.00 $0.40 $0.17 $2.15 $0.37 $0.18 $4.90 $3.55 $0.403 18 Tobacco ages-25-29 $6.47 $0.54 $0.33 $2.15 $0.50 $0.25 $6.35 $4.09 $0.549 19 Tobacco ages-30-34 $7.95 $0.69 $0.33 $2.90 $0.64 $0.33 $7.80 $5.16 $0.697 20 Tobacco ages-35-39 $10.57 $0.95 $0.67 $3.89 $0.88 $0.47 $10.37 $6.87 $0.959 21 Tobacco ages-40-44 $12.62 $1.16 $1.10 $5.47 $1.07 $0.75 $12.37 $9.94 $1.164 22 Tobacco ages-45-49 $14.98 $1.40 $1.73 $8.04 $1.29 $1.24 $14.68 $16.88 $1.40 23 Tobacco ages-50-54 $23.31 $2.18 $2.47 $11.67 $2.05 $1.74 $22.85 $25.22 $2.233 24 Tobacco ages-55-59 $23.55 $2.25 $3.54 $16.63 $2.07 $2.40 $23.09 $36.23 $2.257 25 Tobacco ages-60-64 $46.66 $4.56 $4.91 $23.57 $4.20 $4.02 $45.73 $53.82 $4.568 26 Tobacco ages-65-99 $80.26 $7.12 $6.40 $33.72 $7.29 $5.75 $78.65 $78.17 $7.931 27 28 Employee Only $20.42 $12.89 $15.12 $14.78 $11.54 $18.24 $16.94 $20.60 no bid 29 Employee + Spouse $38.58 $30.21 $33.71 $27.76 $24.20 $42.52 $32.97 $39.50 no bid 30 Employee + Children $31.20 $24.65 $21.20 $22.45 $21.84 $36.71 $27.77 $31.21 no bid 31 Employee + Family $49.36 $41.97 $39.78 $35.42 $36.20 $65.05 $42.07 $50.10 no bid $653.24 $220.18 $203.38 $381.82 $199.74 $315.22 $621.63 $614.78 $138.41 Item #Scoring Criteria Continental American Insurance Company Voya Financial Colonial Life & Accident Insurance Company Securian Financial Group The Hartford UnitedHealthcare Services, LLC Symetra Life Insurance Company Cuellar & Associates, LLC Blue Cross and Blue Shield of Texas 1 Compliance with Specifications- 30%26.40 15.60 14.40 21.60 12.00 15.60 16.80 15.60 12.00 2 Probable Performance-40%35.20 22.40 19.20 25.60 19.20 25.60 24.00 20.80 12.80 3 Price, Total Cost of Ownership-30%9.17 27.21 29.46 15.69 30.00 19.00 9.63 9.74 19.75 70.77 65.21 63.06 62.89 61.20 60.20 50.43 46.14 44.55 Total: Total Score: Exhibit 2 RFP 7982-1 - Pricing Evaluation for Voluntary Insurance Products Respondent's Business Name: Principal Place of Business (City and State): Section A- Accident Insurance Section B- Critical Illness with Cancer Section C- Hospital Indemnity Evaluation 459 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH CONTINENTAL AMERICAN INSURANCE COMPANY, FOR VOLUNTARY INSURANCE PRODUCTS, INCLUDING ACCIDENT, CRITICAL ILLNESS WITH CANCER, AND HOSPITAL INDEMNITY COVERAGE FOR THE CITY OF DENTON EMPLOYEES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE OF JANUARY 1, 2023 (RFP 7982-1 AWARDED TO CONTINENTAL AMERICAN INSURANCE COMPANY, 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 $1,685,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for voluntary insurance products, including accident, critical illness with cancer, and hospital indemnity coverage for the City of Denton employees; 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 function; 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 7982-1 Continental American Insurance Company $1,685,000.00 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, 460 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 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: 461 ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 462 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 Voluntary Insurance Products No Gabby Leeper 7982-1RFP 463 Contract # 7982-1 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CONTINENTAL AMERICAN INSURANCE COMPANY (CONTRACT 7982-1) THIS CONTRACT is made and entered into this date ______________________, by and between _Continental American Insurance Company_ a South Carolina Company, whose address is _1600 Williams Street Columbia South Carolina 29201_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# 7982-1 Voluntary Insurance Products, 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 7982-1 (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 2271 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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 464 Contract # 7982-1 prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 465 Contract # 7982-1 CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: ______________________ Title: _____________________________ __________________________________ PHONE NUMBER __________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _______________________________ SARA HENSLEY, CITY MANAGER 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 EHolmes@aflac.com 2022-913409 VP 8038512934 Eunice Holmes Sarah Kuechler Director of Human Resources Human Resources 466 Contract # 7982-1 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $1,685,000. Pricing shall be per Exhibit E attached. 2. Contract Terms It is the intention of the City of Denton to award a contract for three (3) years, 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. 3. Price Escalation and De-escalation Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 120 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. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 467 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 468 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 469 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 470 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 471 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 472 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 473 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 474 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 475 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 476 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 477 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 478 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 479 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 480 Contract # 7982-1 a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 481 Contract # 7982-1 supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 482 Contract # 7982-1 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) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 483 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 484 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 485 Contract # 7982-1 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 486 Contract # 7982-1 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/filinginfo/1295/ 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: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 487 Group Accident Insurance Plan Description The Aflac Group Accident plan provides cash benefits directly to your employees (unless otherwise assigned) that help with out-of-pocket expenses - medical and nonmedical - associated with treatment in the event of a covered accident. Features and Plan Provisions (specific benefit provisions may vary by situs state) Benefit Amounts See Premium Rates and Plan Benefits for available options Coverage 24 Hour Covered Insureds Available for all family members Spouse-only and Child-only coverage is not available Guaranteed-Issue The base accident product is always offered on a guaranteed-issue basis Enrollment Assumptions Enrollments take place once each 12-month period. Late enrollees cannot enroll outside of an annual enrollment period. Requirement for Group Billing To establish group billing, 25 distinct individuals must be paying premiums Payment Method Payroll Deducted Waiting Period There is no waiting period Benefit Reductions No reduction at any age Rate Guarantee 2 Years Portability 2019 Portability Eligibility Employees must be actively-at-work on the application date and the effective date. They must work at least 16 hours per week and have been continuously employed for theduration set by the employer. Seasonal and temporary employees are not eligible.Dependents are eligible, but only if the employee is eligible and participates. Successor Insured Included Successor Insured Waiver of Premium Not Included Issue Ages Employee: 18+ Spouse: 18+ Children: Under age 26 Termination Age None Certificate Effective Date Coverage is effective on the billing effective date Note: Benefits are not payable for accidents that occurred prior to the effective date of coverage GP-36432.PLAN-233878 Page 2 of 14 Exhibit E- Contractor's ProposalDocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 Exhibit E 488 Group Accident Insurance GP-36432.PLAN-233878 Page 3 of 14 Plan Benefits (Benefit provisions may vary by situs state) Initial Accident Treatment Category - High Employee Spouse Child Initial Treatment - once per accident, within 7 days of the accident ER/Urgent Care $200 $200 $200 ER/Urgent Care with X-Ray $250 $250 $250 Doctor’s Office $100 $100 $100 Doctor’s Office with X-Ray $150 $150 $150 Ambulance - once per day, within 90 days of the accident Maximum number of payments per covered accident: No Maximum Ground $400 $400 $400 Air $1,200 $1,200 $1,200 Major Diagnostic Testing - within six months of the accident Maximum number of diagnostic tests per covered accident: 1 $200 $200 $200 Emergency Room Observation - within 7 days of the accident Maximum number of 24-hour periods of observation per covered accident: No Maximum Short Observation Period (4-24 Hours)$50 $50 $50 Long Observation Period (24+ Hours)$100 $100 $100 Prescriptions - within six months of the accident Maximum number of filled prescriptions per covered accident: 2 $5 $5 $5 Pain Management - within six months of the accident Maximum number of payments per covered accident: 1 $100 $100 $100 Blood/Plasma/Platelets - within six months of the accident Maximum number of days per covered accident: 3 $200 $200 $200 Concussion - once per accident, within six months of the accident $500 $500 $500 Traumatic Brain Injury - once per accident, within six months of the accident $5,000 $5,000 $5,000 Coma - once per accident We will pay the amount shown if the insured is in a coma lasting 30 days or more as a result of a covered accident $10,000 $10,000 $10,000 Burns - once per accident, within six months of the accident Second Degree Burns Less than 10%$100 $100 $100 At least 10%, but less than 25%$200 $200 $200At least 25%, but less than 35%$500 $500 $500 35% or more $1,000 $1,000 $1,000 Third Degree Burns Less than 10%$1,000 $1,000 $1,000 At least 10%, but less than 25%$5,000 $5,000 $5,000 At least 25%, but less than 35%$10,000 $10,000 $10,000 35% or more $20,000 $20,000 $20,000 Emergency Dental Work - once per accident, within six months of the accident Repair with Crown $200 $200 $200 Extraction $50 $50 $50 Eye Injury - removal of a foreign body $250 $250 $250 Dislocations - once per accident, within 90 days of the accident Dislocation Open Reduction Closed Reduction Schedule Employee Spouse Child Employee Spouse Child Hip $6,000 $6,000 $6,000 $3,000 $3,000 $3,000 Knee $3,900 $3,900 $3,900 $1,950 $1,950 $1,950 Shoulder $3,000 $3,000 $3,000 $1,500 $1,500 $1,500 Foot/Ankle $2,400 $2,400 $2,400 $1,200 $1,200 $1,200 Hand $2,100 $2,100 $2,100 $1,050 $1,050 $1,050 Lower Jaw $1,800 $1,800 $1,800 $900 $900 $900 Wrist $1,500 $1,500 $1,500 $750 $750 $750 Elbow $1,200 $1,200 $1,200 $600 $600 $600 Finger/Toe $480 $480 $480 $240 $240 $240 Lacerations - once per accident, within 7 days of the accident Lacerations requiring stitches Under 5 centimeters $100 $100 $100 5 to 15 centimeters $400 $400 $400 Over 15 centimeters $800 $800 $800 Lacerations not requiring stitches $50 $50 $50 DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 489 GP-36432.PLAN-233878 Page 4 of 14 Group Accident Insurance Fracture - once per covered accident, within 90 days of the accident Fracture Open Reduction Closed Reduction Schedule Employee Spouse Child Employee Spouse Child Hip/Thigh $8,000 $8,000 $8,000 $4,000 $4,000 $4,000 Vertebrae/Sternum $7,200 $7,200 $7,200 $3,600 $3,600 $3,600 Pelvis $6,400 $6,400 $6,400 $3,200 $3,200 $3,200 Skull (Depressed)$6,000 $6,000 $6,000 $3,000 $3,000 $3,000 Leg $4,800 $4,800 $4,800 $2,400 $2,400 $2,400 Forearm/Hand/Wrist $4,000 $4,000 $4,000 $2,000 $2,000 $2,000 Foot/Ankle/Kneecap $4,000 $4,000 $4,000 $2,000 $2,000 $2,000 Shoulder Blade/Collar Bone $3,200 $3,200 $3,200 $1,600 $1,600 $1,600 Lower Jaw $3,200 $3,200 $3,200 $1,600 $1,600 $1,600 Skull (Simple)$2,800 $2,800 $2,800 $1,400 $1,400 $1,400 Upper Arm/Upper Jaw $2,800 $2,800 $2,800 $1,400 $1,400 $1,400 Facial Bones (except teeth)$2,400 $2,400 $2,400 $1,200 $1,200 $1,200 Vertebral Processes/Sacrum $1,600 $1,600 $1,600 $800 $800 $800 Coccyx/Rib/Finger/Toe $640 $640 $640 $320 $320 $320 Outpatient Surgery and Anesthesia (per day) - within one year of the accident Performed in a Hospital or Ambulatory Surgical Center $400 $400 $400 Maximum number of payments per covered accident: No Maximum Performed in a Doctor’s Office, Urgent Care Facility or Emergency Room $50 $50 $50 Maximum number of payments per covered accident: 2 Facilities Fee for Outpatient Surgery - within one year of the accident Payable once per each Outpatient Surgery and Anesthesia Benefit (in a hospital or ambulatory surgical center). $100 $100 $100 Inpatient Surgery and Anesthesia (per day) - within one year of the accident Maximum number of payments per covered accident: No Maximum $1,000 $1,000 $1,000 Transportation - within six months of the accident Maximum number of payments per covered accident: 3 Minimum Required Distance (miles): 100 Plane $500 $500 $500 Any ground transportation $200 $200 $200 (Surgical procedures may include, but are not limited to, surgical repair of: ruptured disc, tendons/ligaments, hernia, rotator cuff, torn knee cartilage, skin grafts, joint replacement, internal injuries requiring open abdominal or thoracic surgery, exploratory surgery (with or without repair), etc., unless otherwise noted due to an accidental injury.) Hospitalization Category - High Employee Spouse Child Hospital Admission (per confinement) - once per accident, within six months of the accident Maximum number of admissions per covered accident: 1 $1,250 $1,250 $1,250 Hospital Confinement (per day) - within 6 months of the accidentMaximum days of confinement per covered accident: 365 $300 $300 $300 Hospital Intensive Care (per day) - within 6 months of the accident Maximum days of confinement per covered accident: 30 $400 $400 $400 Intermediate Intensive Care Step-Down Unit (per day) - within six months of the accident Maximum days of confinement per covered accident: 30 $200 $200 $200 Family Member Lodging (per day) - within six months of the accident Maximum days of lodging per covered accident: 30 $200 $200 $200 Minimum Required Distance (miles): 100 DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 490 GP-36432.PLAN-233878 Page 5 of 14 Group Accident Insurance After Care Category - High Employee Spouse Child Appliances - within six months of the accident Cane Maximum number of appliances per covered accident: No Maximum $40 $40 $40 Ankle Brace Maximum number of appliances per covered accident: No Maximum $40 $40 $40 Walking Boot Maximum number of appliances per covered accident: No Maximum $100 $100 $100 Walker Maximum number of appliances per covered accident: No Maximum $100 $100 $100 Crutches Maximum number of appliances per covered accident: No Maximum $100 $100 $100 Leg Brace Maximum number of appliances per covered accident: No Maximum $100 $100 $100 Cervical Collar Maximum number of appliances per covered accident: No Maximum $100 $100 $100 Wheelchair Maximum number of appliances per covered accident: No Maximum $400 $400 $400 Knee Scooter Maximum number of appliances per covered accident: No Maximum $400 $400 $400 Body JacketMaximum number of appliances per covered accident: No Maximum $400 $400 $400 Back Brace Maximum number of appliances per covered accident: No Maximum $400 $400 $400 Accident Follow-Up Treatment - within 6 months of the accident Initial treatment is received within 7 days of the accident $50 $50 $50 Maximum number of visits per covered accident: 6 Post Traumatic Stress Disorder (PTSD) - once per accident, within 6 months of the accident $200 $200 $200 Rehabilitation Unit (per day) Maximum number of days per confinement: 31 $100 $100 $100 No more than 62 days total per calendar year for each insured Therapy - beginning within 90 days of the accident Initial treatment is received within 7 days of the accident $50 $50 $50 Maximum number of visits per covered accident: 10 Chiropractic or Alternative Therapy - beginning within 90 days of the accident Initial treatment is received within 7 days of the accident $30 $30 $30 Maximum number of visits per covered accident: 6 Life Changing Events Category - High Employee Spouse Child Dismemberment - once per accident, within six months of the accident Single Loss $12,500 $5,000 $2,500 Double Loss $25,000 $10,000 $5,000 Loss of one or more fingers or toes $1,250 $500 $250 Partial Dismemberment (includes at least one joint of a finger or toe)$125 $125 $125 Paralysis - once per accident, diagnosed by a doctor within six months of the accident Paraplegia $5,000 $5,000 $5,000 Quadriplegia $10,000 $10,000 $10,000 Prosthesis - once per accident Maximum number of prosthetic devices per covered accident: 2 $3,000 $3,000 $3,000 Prosthesis Repair/Replacement - once per prosthetic device, within three years of initial Prosthesis payment $3,000 $3,000 $3,000 Residence/Vehicle Modification - once per accident, within one year of the accident $2,000 $2,000 $2,000 Wellness Rider - High-LT Employee Spouse Child Amount paid will be based on the certificate year in which the wellness test was performed: Maximum number of payments per calendar year, per insured: 1 Year 1 - Once per calendar year $50 $50 $50 Year 2 - Once per calendar year $50 $50 $50 Year 3 - Once per calendar year $50 $50 $50 Year 4 - Once per calendar year $50 $50 $50 Year 5 - Once per calendar year $50 $50 $50 Year 6+ - Once per calendar year $50 $50 $50 DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 491 GP-36432.PLAN-233878 Page 6 of 14 Group Accident Insurance Accidental Death Rider Employee Spouse Child Accidental Death - within 90 days of the accident Accidental Death $50,000 $25,000 $10,000 Accidental Common-Carrier Death $100,000 $50,000 $20,000 Organized Athletic Activity Rider Employee Spouse Child We will pay an additional percentage of the benefit amount payable under the Aflac Group Accident plan for covered accidental injuries sustained while participating in an organized athletic event. 10%10% 10% Please request a sample policy for full benefit provisions and descriptions. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 492 Premium Rates Semimonthly Premiums Coverage Premium Employee $8.21 Employee and Spouse $13.85 Employee and Child(ren)$18.55 Family $24.19 The premium and product availability indicated in this proposal are subject to change as a result of final underwriting. GP-36432.PLAN-233878 Page 7 of 14 Group Accident Insurance DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 493 GP-36432.PLAN-233878 Page 8 of 14 Group Accident Insurance Benefits Summary (Benefit provisions vary by situs state) Initial Accident Treatment Category Base Plan Initial Treatment Payable for initial treatment received under the care of a doctor. This benefit is not payable for treatment via telemedicine services. Ambulance Payable when an insured receives transportation by a professional ambulance service. Major Diagnostic Testing Payable when one of the following exams is performed in a hospital, doctor’s office, medical diagnostic imaging center, or an ambulatory surgical center: Computerized Tomography (CT/CAT scan) Magnetic Resonance Imaging (MRI) Electroencephalography (EEG) Emergency Room Observation Payable when an insured receives treatment in a hospital emergency room and is held in a hospital for observation without being admitted as an inpatient. Prescriptions Payable when a prescription is filled that is ordered by a doctor, dispensed by a licensed pharmacist, and medically necessary for the care and treatment of the insured. Certain items are excluded from this benefit. See Master Policy for details. Pain Management Payable when an insured is prescribed and receives, in a doctor’s office, a nerve ablation and/or block, or an epidural injection administered into the spine. This benefit is not payable for an epidural administered during a surgical procedure. Blood/Plasma/Platelets Payable when an insured receives blood, plasma, or platelets. Concussion Payable when an insured is diagnosed by a doctor with a concussion. Traumatic Brain Injury (TBI) Payable when an insured is diagnosed by a neurologist with a TBI. To qualify as a TBI, the neurological deficit must require treatment by a neurologist, and a prescribed course of physical, speech, and/or occupational therapy under the direction of a neurologist. Burns Payable when an insured is burned and then treated by a doctor. This benefit is payable according to the percentage of body burned. Emergency Dental Work Payable when an insured has an accidental injury to natural teeth. Eye Injury Payable for eye injuries requiring the removal of a foreign body by a doctor, with or without anesthesia. Lacerations Payable when an insured receives a laceration that is repaired by a doctor. Liquid skin adhesive will be paid as stitches. Fractures Payable when an insured fractures a bone and is treated by a doctor. For multiple fractures (more than one bone fractured in one accident), we will pay a maximum of 200% of the benefit amount for the bone fractured that has the highest dollar amount. For a chip fracture (a piece of bone that is completely broken off near a joint), we will pay 25% of the amount for the affected bone. This benefit is not payable for stress fractures. Dislocations Payable when an insured dislocates a joint and is treated by a doctor. We will pay benefits only for the first dislocation of a joint. We will not pay for recurring dislocations of the same joint. If the insured dislocated a joint before the effective date of his certificate and then dislocates the same joint again, it will not be covered by the plan. For multiple dislocations (more than one dislocated joint in one accident), we will pay a maximum of 200% of the benefit amount for the joint dislocated that has the highest dollar amount. For a partial dislocation (joint is not completely separated, including subluxation), we will pay 25% of the amount for the affected joint. Outpatient Surgery and Anesthesia Payable for each day that an insured has an outpatient surgical procedure performed by a doctor in one of the facilities listed. Surgical procedure does not include laceration repair. If an outpatient surgical procedure is covered under another benefit in the plan, we will pay the higher benefit amount. Facilities Fee for Outpatient Surgery Payable once per each Outpatient Surgery and Anesthesia Benefit (in a hospital or ambulatory surgical center). Inpatient Surgery and Anesthesia Payable for each day that an insured has an inpatient surgical procedure performed by a doctor. The surgery must be performed while the insured is confined to a hospital as an inpatient. If an inpatient surgical procedure is covered under another benefit in the plan, we will pay the higher of that benefit amount. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 494 GP-36432.PLAN-233878 Page 9 of 14 Group Accident Insurance Transportation Payable for transportation when an insured is injured and requires doctor-recommended hospital treatment or diagnostic study that is not available in the insureds resident city. Hospitalization Category Hospital Admission Payable when an insured is admitted to a hospital and confined as an inpatient. This benefit is not payable for confinement to an observation unit, for emergency room treatment, or for outpatient treatment. Hospital Confinement Payable for each day that an insured is confined to a hospital as an inpatient. This benefit is payable for only one hospital confinement at a time even if caused by more than one covered accidental injury. This benefit is not payable for confinement to an observation unit or a rehabilitation facility. Hospital Intensive Care Payable for each day an insured is confined in a hospital intensive care unit. We will pay benefits for only one confinement in a hospital intensive care unit at a time, even if it is caused by more than one covered accidental injury. This benefit is payable in addition to the Hospital Confinement Benefit. Intermediate Intensive Care Step-Down Unit Payable for each day an insured is confined in an intermediate intensive care step-down unit. We will pay benefits for only one confinement in an intermediate intensive care step-down unit at a time, even if it is caused by more than one covered accidental injury. This benefit is payable in addition to the Hospital Confinement Benefit. Family Member Lodging Payable for each nights lodging in a motel/hotel/rental property for an adult member of the insureds immediate family when the insured is confined to a hospital under the insureds treating doctor. If confinement benefits are paid, and the insured becomes confined again within six months because of the same or a related condition, it will be treated as the same period of confinement. After Care Category Appliances Payable when a doctor advises the insured to use a listed medical appliance as an aid in personal locomotion. Accident Follow-Up Treatment Payable for doctor-prescribed follow up treatment for injuries received in a covered accident. Follow-up treatments may not include physical, occupational, or speech therapy, chiropractic and/or acupuncture procedures. See Master Policy for details. Post-Traumatic Stress Disorder (PTSD) Payable when an insured is diagnosed with PTSD. An insured must meet the diagnostic criteria for PTSD, stipulated in the Diagnostic and Statistical Manual of Mental Disorders IV (DSM IV-TR), and be under the active care of either a psychiatrist or Ph.D.-level psychologist. Rehabilitation Unit Payable when an insured receives treatment as an inpatient at a rehabilitation facility following an inpatient hospital confinement. This is not payable for the same days that the hospital confinement benefit is paid. The highest eligible benefit will be paid. Therapy Payable when an insured has a covered doctor-prescribed therapy treatment. Chiropractic or Alternative Therapy Payable when an insured has a covered therapy treatment due to injuries received in a covered accident. Life Changing Events Category Dismemberment Payable when an insured loses a hand, foot or sight as the result of a covered accident. For Dismemberment definitions, see Master Policy. If the Dismemberment Benefit is paid and the insured later dies as a result of the same covered accident, we will pay the appropriate death benefit (if available), less any amounts paid under this benefit. Paralysis Payable when an insured has permanent loss of movement of two or more limbs for more than 90 days (30 days in Utah) as the result of a covered accidental injury. Prosthesis Payable when an insured receives a prosthetic device, prescribed by a doctor, as a result of a covered accidental injury. Prosthetic Device/Prosthesis means an artificial device designed to replace a missing part of the body. This benefit is not payable for hearing aids, wigs, or dental aids (to include false teeth), repair or replacement of prosthetic devices* and /or joint replacements. Prosthesis Repair/Replacement * We will pay this benefit again once to cover the replacement of a prosthesis for which a benefit has been paid, provided the replacement takes place within three years of the initial benefit payment. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 495 GP-36432.PLAN-233878 Page 10 of 14 Group Accident Insurance Residence/Vehicle Modification Payable for a permanent structural modification to an insureds primary residence or vehicle when the insured suffers total and permanent or irrevocable loss of the sight of one eye, the use of one hand/arm, or the use of one foot/leg. Wellness Rider Payable when an insured has a covered test performed as the result of preventive care, including tests and diagnostic procedures ordered in connection with routine examinations. Organized Athletic Activity Rider With this rider, an additional percentage of the benefit amount is payable for covered accidental injuries sustained while participating in an organized athletic event. See Master Policy for Organized Athletic Activity definition. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 496 Group Accident Insurance GP-36432.PLAN-233878 Page 11 of 14 Limitations and Exclusions We will not pay benefits for accidental injury, disability, or death contributed to, caused by, or resulting from: War - voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, or voluntarily participating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting with any country or international authority. (We will return the prorated premium for any period not covered by the certificate when the insured is in such service.) War also includes voluntary participation in an insurrection, riot, civil commotion or civil state of belligerence. War does not include acts of terrorism. In California: voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, or voluntarily participating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting with any country or international authority. (We will return the prorated premium for any period not covered by the certificate when the insured is in such service.) War also includes voluntary participation in an insurrection or riot. In Connecticut: voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, or voluntarily participating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting with any country or international authority. (We will return the prorated premium for any period not covered by the certificate when the insured is in such service.) War also includes voluntary taking part in an insurrection, riot, civil commotion, or civil state of belligerence. (A riot can be defined as a public uproar, disturbance, or outbreak.) War does not include acts of terrorism. In Idaho: participating in any war or act of war, declared or undeclared, or participating or serving in the armed forces or units auxiliary thereto. War also includes participation in a riot or an insurrection. In Illinois: the statement "war does not include acts of terrorism" is not applicable In Michigan: voluntarily participating in war or any act of war. War also includes voluntary felonious participation in an insurrection, riot, civil commotion, or civil state of belligerence. War does not include acts of terrorism. In New Hampshire: voluntarily participating in war any act of war, declared or undeclared, or serving in the armed forces or an auxiliary unit thereto. (We will return the prorated premium for any period not covered by the certificate when the insured is in such service.) War also includes voluntary participation in an insurrection or riot. War does not include acts of terrorism. In North Carolina: War - voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, or voluntarily participating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting with any country or international authority. (We will return the prorated premium for any period not covered by the certificate when the insured is in such service.) War also includes civil participation in an active riot. War does not include acts of terrorism. In New York: war or act of war (whether declared or undeclared); participation in a riot or insurrection; and service in the Armed Forces or units auxiliary thereto. In Maryland: War - voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, or voluntarily participating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting with any country or international authority. (We will return the prorated premium for any period not covered by the certificate when the insured is in such service.) War does not include acts of terrorism. Suicide - committing or attempting to commit suicide, while sane or insane. In Montana and Missouri: committing or attempting to commit suicide, while sane In Illinois, Michigan, and Minnesota: this exclusion does not apply In New York: attempted suicide, or intentionally self-inflicted injury. Sickness - having any disease or bodily/mental illness or degenerative process. We also will not pay benefits for: Allergic reactions Any bacterial, viral, or microorganism infection or infestation or any condition resulting from insect, arachnid, or other arthropod bites or stings In Illinois: any bacterial infection, except an infection which results from an accidental injury or an infection which results from accidental, involuntary, or unintentional ingestion of a contaminated substance; any viral or microorganism infection or infestation; or any condition resulting from insect, arachnid, or other arthropod bites or stings In North Carolina: any viral or microorganism infestation or any condition resulting from insect, arachnid, or other arthropod bites or stings An error, mishap, or malpractice during medical, diagnostic, or surgical treatment or procedure for any sickness Any related medical/surgical treatment (in New Hampshire, medical/surgical care) or diagnostic procedures for such illness In New York: having any disease or bodily/mental illness or degenerative process. (However, we will not exclude coverage for an infection that was the result of a covered accident.) Self-Inflicted Injuries - injuring or attempting to injure oneself intentionally. In Idaho: intentionally self-inflicting injury. In Montana: injuring or attempting to injure oneself intentionally, while sane DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 497 Group Accident Insurance GP-36432.PLAN-233878 Page 12 of 14 In Michigan: this exclusion does not apply In New York: this exclusion does not apply Racing - riding in or driving any motor-driven vehicle in a race, stunt show or speed test in a professional or semi-professional capacity. In Idaho: this exclusion does not apply In New York: this exclusion does not apply Illegal Occupation - voluntarily participating in, committing, or attempting to commit a felony or illegal act or activity, or voluntarily working at, or being engaged in, an illegal occupation or job. In California, Nebraska and Tennessee: voluntarily participating in, committing, or attempting to commit a felony or voluntarily working at, or being engaged in, an illegal occupation or job. In Connecticut: Felonious Occupation - voluntarily participating in, committing, or attempting to commit a felony. In Illinois and Pennsylvania: committing or attempting to commit a felony or being engaged in an illegal occupation In Michigan: voluntarily participating in, committing, or attempting to commit a felony, or being engaged in an illegal occupation In New Hampshire: voluntarily participating in, committing, or attempting to commit a felony In Idaho, South Dakota and Maryland: this exclusion does not apply In New York: Any loss to which a contributing cause was the insured’s commission of a felony or to which a contributing cause was the insured’s being engaged in an illegal occupation. Sports - participating in any organized sport in a professional or semi-professional capacity for pay or profit. In California and Idaho: participating in any organized sport in a professional capacity for pay or profit In New York: participation as a professional in athletics or sports. Cosmetic Surgery - having cosmetic surgery or other elective procedures that are not medically necessary or having dental treatment except as a result of a covered accident. In Alaska, Massachusetts, and Montana: having cosmetic surgery, other elective procedures, or dental treatment except as a result of a covered accident. In California: having cosmetic surgery or other elective procedures that are not medically necessary ("cosmetic surgery" does not include reconstructive surgery when the service is related to or follows surgery resulting from a covered accident); or having dental treatment except as a result of a covered accident. In Idaho: having cosmetic surgery or other elective procedures that are not medically necessary or having dental treatment except as a result of a covered accident. Cosmetic surgery shall not include reconstructive surgery because of a Congenital Anomaly of a covered Dependent Child. In New Hampshire: Cosmetic Surgery - having cosmetic surgery or other elective procedures that are not medically necessary except that "cosmetic surgery" shall not include reconstructive surgery, when such service is incidental to or follows surgery resulting from injury; or having dental care except as a result of a covered accident In New York: having cosmetic surgery except that cosmetic surgery does not include reconstructive surgery when such service is incidental to or follows surgery resulting from trauma, infection, or other diseases of the involved part, and reconstructive surgery because of congenital disease or anomaly of a covered dependent child which has resulted in a functional defect. In Maryland: Cosmetic Surgery - having cosmetic surgery or other elective procedures that are not medically necessary, as determined by a treating doctor, or having dental treatment except as a result of a covered accident. Dental Care and Treatment In New York : except for such care or treatments due to accidental injury to sound natural teeth within 12 months of the covered accident, and except for dental care or treatment necessary due to congenital disease or anomaly. Felony (In Idaho only) - participation in a felony In Maryland: We will not pay benefits for any claim that the appropriate regulatory board determines were provided as a result of a prohibited referral as defined in §1-302 of the Health Occupations Article. For 24-Hour Coverage, the following exclusions will not apply: An injury arising from any employment. An injury or sickness covered by worker’s compensation. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 498 GP-36432.PLAN-233878 Page 13 of 14 Group Accident Insurance In North Carolina: services or supplies for the treatment of an occupational injury or sickness which are paid under the North Carolina workers’ compensation act only to the extent such services or supplies are the liability of the employee, employer, or workers’ compensation insurance carrier according to a final adjudication under the North Carolina Workers’ Compensation Act or an order of the North Carolina Industrial Commission approving a settlement agreement under the North Carolina Workers’ Compensation Act. An injury or sickness covered by any state or federal worker’s compensation, employers. liability, or occupational disease law, unless where otherwise provided in State or Federal statute. *"Contributed to" language doesn’t apply in Illinois Catastrophic Accident Rider Limitations and Exclusions We will pay the Catastrophic Accident Benefit once per lifetime for each insured covered under this rider. Refer to your certificate for other exclusions applicable to this coverage. Outpatient Doctor Treatment Benefit Rider The sickness exclusion above does not apply to this benefit. Sickness Rider Limitations and Exclusions Pre-existing Condition Limitation We will not pay benefits for any loss resulting from or affected by a pre-existing condition if the loss occurs within the 12-month period after the rider effective date. We will pay the Catastrophic Accident Benefit once per lifetime for each insured covered under this rider. Refer to your certificate for other exclusions applicable to this coverage. Pregnancy is a "Pre-existing Condition" if conception was before an insured’s effective date (except in Florida, North Carolina, Montana, and Wyoming) Pre-existing Condition Limitation in North Carolina We will not reduce or deny a claim for benefits for any loss that occurred more than twelve months after the effective date of coverage. Coverage for these pre-existing conditions will only be excluded for a maximum period of twelve months from the effective date. Exclusions We will not pay benefits for a loss that is wholly or partly caused by or results from: Mental or emotional disorders without demonstrable organic disease. In Montana, mental or emotional disorders, except for mental illness, without demonstrable organic disease. Alcoholism, drug addiction, or chemical dependency. Organized Athletic Activity Rider Limitation The Organized Athletic Activity Benefit is not payable for accidental injuries that are caused by or occur as a result of an insured’s participating in any sport or sporting activity for wage, compensation, or profit, including officiating or coaching; or racing any type vehicle in an organized event (in Idaho, in a professional capacity). This benefit is also not payable for accidental injuries which occur during or are due to physical education classes (except in Idaho). Life Changing Events Exclusions In Maryland: The following exclusions are applicable to the Dismemberment Benefit only: Illegal Occupation -loss to which a contributing cause was the insured being engaged in an illegal occupation or the insureds commission of or attempt to commit a felony. Intoxication -loss sustained or contracted in the consequence of the insured being intoxicated or under the influence of any narcotic, unless taken under the direction of a doctor. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 499 Notices This proposal is a brief description of coverage, not a contract. Read your policy and riders (as applicable) carefully for exact plan language, terms, and conditions. If this coverage will replace any existing individual policy, please be aware that it may be in your employees’ best interest to maintain their individual guaranteed-renewable policy. For residents of New Mexico, we are required to administer some coverages in accordance with the minimum applicable standards of New Mexico law. Notice to Consumer: The coverages provided by Continental American Insurance Company (CAIC) represent supplemental benefits only. They do not constitute comprehensive health insurance coverage and do not satisfy the requirement of minimum essential coverage under the Affordable Care Act. CAIC coverage is not intended to replace or be issued in lieu of major medical coverage. It is designed to supplement a major medical program. Lack of major medical coverage (or other minimum essential coverage) may result in an additional payment with your taxes. Continental American Insurance Company (CAIC), a proud member of the Aflac family of insurers, is a wholly-owned subsidiary of Aflac Incorporated and underwrites group coverage. CAIC is not licensed to solicit business in New York, Guam, Puerto Rico, or the Virgin Islands. For groups sitused in California, group coverage is underwritten by Continental American Life Insurance Company. For groups sitused in New York, coverage is underwritten by American Family Life Assurance Company of New York. Continental American Insurance Company, Columbia, South Carolina GP-36432.PLAN-233878 Page 14 of 14 Group Accident Insurance DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 500 Group Critical Illness Insurance Plan Description The Aflac Group Critical Illness Plan provides cash benefits when an insured person is diagnosed with a covered critical illness-and these benefits are paid directly to your employees (unless otherwise assigned). The plan provides a lump-sum benefit to help with out-of-pocket medical expenses and the living expenses that can accompany a covered critical illness. It is also H.S.A.-compatible. Features and Plan Provisions (specific benefit provisions may vary by situs state) Benefit Amounts See Premium Rates and Plan Benefits for available options Spouse Coverage Up to 50% of the face amount elected by the employee Child Coverage Up to 50% of the face amount elected by the employee Guaranteed Issue Amounts Employee: Up to $30,000 Spouse: Up to $15,000 Participation Requirement: 0% Guaranteed for 2 years Requirement for Group Billing To establish group billing, 25 distinct individuals must be paying premiums Payment Method Payroll Deducted Pre-existing Condition Exclusion None Waiting Period There is no waiting period Benefit Reductions No reduction at any age Rate Guarantee 2 Year(s) Portability/Continuation 2019 Portability Rate Type Attained Age Eligibility Work Week Hours: Employee must work at least 16 hours per week Length of Employment: No minimum requirement; set by employer Waiver of Premium After 90 days of total disability for an employee due to a covered critical illness, we will fully waive all premiums for the duration specified in the certificate Successor Insured Waiver of Premium Not Included Separation Period - Additional Diagnosis/ Reoccurrence Additional Diagnosis: 6 consecutive months Reoccurrence: 6 consecutive months (an insured must always be in complete remission and 12 months treatment-free to be eligible for the cancer benefit) Successor Insured Included Issue Ages Employee: 18+ Spouse: 18+ Children: Under age 26 Termination Age None Certificate Effective Date Coverage is effective on the billing effective date GP-36432.PLAN-233883 Page 2 of 7 DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 501 Group Critical Illness Insurance GP-36432.PLAN-233883 Page 3 of 7 Plan Benefits (Benefit provisions may vary by situs state) Base Benefits Heart Attack (Myocardial Infarction)100% Sudden Cardiac Arrest 100% Coronary Artery Bypass Surgery 25% Major Organ Transplant* 100% Bone Marrow Transplant (Stem Cell Transplant)100% Kidney Failure (End-Stage Renal Failure)100% Stroke (Ischemic or Hemorrhagic)100% *25% of this benefit is payable for Insureds placed on a transplant list for a major organ transplant Cancer Benefits Cancer (Internal or Invasive)100% Non-Invasive Cancer 25% Skin Cancer $250 per calendar year Health Screening Benefit Health Screening (payable for employee and spouse only)$50 per calendar year Additional Benefits Coma 100% Severe Burns 100% Paralysis 100% Loss of Sight 100% Loss of Speech 100% Loss of Hearing 100% Specified Diseases Rider Addison’s Disease, Cerebrospinal Meningitis, Diphtheria, Huntington’s Chorea, Legionnaire’s Disease, Malaria, Muscular Dystrophy, Myasthenia Gravis, Necrotizing Fasciitis, Osteomyelitis, Poliomyelitis (Polio), Rabies, Sickle Cell Anemia, Systemic Lupus, Systemic Sclerosis (Scleroderma), Tetanus, Tuberculosis 25% Human Coronavirus (single highest benefit applicable) Hospitalization: 4+days 10% Hospitalization: 10+days 25% Hospitalization: ICU 40% Please request a sample policy for full benefit provisions and descriptions. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 502 Premium Rates Employee Non-Tobacco Monthly Premiums GP-36432.PLAN-233883 Page 4 of 7 Age $10,000 $20,000 $30,000 18-25 $3.87 $6.27 $8.68 26-30 $4.94 $8.40 $11.87 31-35 $5.62 $9.78 $13.93 36-40 $7.14 $12.80 $18.4741-45 $8.49 $15.51 $22.53 46-50 $10.01 $18.56 $27.10 51-55 $15.17 $28.87 $42.57 56-60 $14.79 $28.11 $41.43 61-65 $29.98 $58.49 $87.00 66+$52.70 $103.92 $155.15 The premium and product availability indicated in this proposal are subject to change as a result of final underwriting. Group Critical Illness Insurance Spouse Non-Tobacco Monthly Premiums Age $5,000 $10,000 $15,000 18-25 $2.67 $3.87 $5.07 26-30 $3.20 $4.94 $6.67 31-35 $3.55 $5.62 $7.70 36-40 $4.30 $7.14 $9.97 41-45 $4.98 $8.49 $12.00 46-50 $5.74 $10.01 $14.29 51-55 $8.32 $15.17 $22.02 56-60 $8.13 $14.79 $21.45 61-65 $15.72 $29.98 $44.23 66+$27.08 $52.70 $78.31 Employee Tobacco Monthly Premiums Age $10,000 $20,000 $30,000 18-25 $5.00 $8.54 $12.0726-30 $6.47 $11.47 $16.46 31-35 $7.95 $14.42 $20.90 36-40 $10.57 $19.67 $28.77 41-45 $12.62 $23.77 $34.92 46-50 $14.98 $28.48 $41.99 51-55 $23.31 $45.14 $66.98 56-60 $23.55 $45.63 $67.70 61-65 $46.66 $91.85 $137.04 66+$80.26 $159.05 $237.85 Spouse Tobacco Monthly Premiums Age $5,000 $10,000 $15,000 18-25 $3.24 $5.00 $6.77 26-30 $3.97 $6.47 $8.9731-35 $4.71 $7.95 $11.18 36-40 $6.02 $10.57 $15.12 41-45 $7.04 $12.62 $18.19 46-50 $8.22 $14.98 $21.73 51-55 $12.39 $23.31 $34.22 56-60 $12.51 $23.55 $34.59 61-65 $24.07 $46.66 $69.26 66+$40.87 $80.26 $119.66 DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 503 Group Critical Illness Insurance GP-36432.PLAN-233883 Page 5 of 7 Benefits Summary (Benefit provisions vary by situs state) Where applicable, covered conditions must be caused by underlying diseases as defined in the plan. Benefits will be based on the face amount in effect on the critical illness date of diagnosis. Initial Diagnosis+ An insured may receive up to 100% of his face amount upon the diagnosis of a covered critical illness. Additional Diagnosis+ Once benefits have been paid for a covered critical illness, we will pay benefits for each different critical illness when the date of diagnosis is separated by at least 6 consecutive months. Reoccurrence+ Once benefits have been paid for a covered critical illness, benefits are payable for that same critical illness when the date of diagnosis is separated by at least 6 consecutive months. +If the claim is for a cancer diagnosis, the insured must be treatment-free from cancer for at least 12 months and must be in complete remission before the date of a subsequent cancer diagnosis. Health Screening Benefit The Health Screening Benefit is payable once per calendar year for health screening tests performed as the result of preventive care, including tests and diagnostic procedures ordered in connection with routine examinations. This benefit is payable for the covered employee and spouse. This benefit is not paid for dependent children. See Master Policy for the full list of covered health screening tests. Additional Benefits Benefits for burns are only payable for burns due to, caused by, or attributed to, a covered accident. Benefits for Coma, Paralysis, and Loss of Sight, Hearing or Speech are payable for loss due to a covered underlying disease or a covered accident. Specified Diseases Rider Benefits are payable if an insured is diagnosed with one of the diseases listed. *Plan designs vary and appearance of benefit provisions here does not guarantee coverage. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 504 Group Critical Illness Insurance Limitations & Exclusions Cancer Diagnosis Limitation Benefits are payable for cancer and/or non-invasive cancer as long as the insured: Is treatment-free from cancer for at least 12 months before the diagnosis date; and Is in complete remission prior to the date of a subsequent diagnosis, as evidenced by the absence of all clinical, radiological, biological, and biochemical proof of the presence of the cancer. Exclusions We will not pay for loss due to: Self-Inflicted Injuries -injuring or attempting to injure oneself intentionally or taking action that causes oneself to become injured Suicide -committing or attempting to commit suicide, while sane or insane Illegal Acts -participating or attempting to participate in an illegal activity, or working at an illegal job Participation in Aggressive Conflict of any kind, including: War (declared or undeclared) or military conflicts Insurrection or riot Civil commotion or civil state of belligerence GP-36432.PLAN-233883 Page 6 of 7 Illegal substance abuse,which includes the following: Abuse of legally-obtained prescription medication Illegal use of non-prescription drugs Diagnosis, treatment, testing, and confinement must be in the United States or its territories. All benefits under the plan, including benefits for diagnoses, treatment, confinement and covered tests, are payable only while coverage is in force. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 505 Group Critical Illness Insurance Notices This proposal is a brief description of coverage, not a contract. Read your policy and riders (as applicable) carefully for exact plan language, terms, and conditions. If this coverage will replace any existing individual policy, please be aware that it may be in your employees’ best interest to maintain their individual guaranteed-renewable policy. For residents of New Mexico, we are required to administer some coverages in accordance with the minimum applicable standards of New Mexico law. Notice to Consumer: The coverages provided by Continental American Insurance Company (CAIC) represent supplemental benefits only. They do not constitute comprehensive health insurance coverage and do not satisfy the requirement of minimum essential coverage under the Affordable Care Act. CAIC coverage is not intended to replace or be issued in lieu of major medical coverage. It is designed to supplement a major medical program. In Nevada: This limited plan provides supplemental benefits only. It does not constitute comprehensive health insurance coverage (often referred to as "major medical coverage") and does not satisfy the requirement of minimum essential coverage under the Affordable Care Act. In New Mexico: This type of plan is NOT considered "minimum essential coverage" under the Affordable Care Act and therefore does NOT satisfy the individual mandate that you have health insurance coverage. If you do not have other health insurance coverage, you may be subject to a tax penalty. Please consult your tax advisor. In Washington DC: NOTICE TO CONSUMER: THIS IS A SUPPLEMENTAL TO HEALTH INSURANCE AND IS NOT A SUBSTITUTE FOR MAJOR MEDICAL COVERAGE. LACK OF MAJOR MEDICAL COVERAGE (OR OTHER MINIMUM ESSENTIAL COVERAGE) MAY RESULT IN AN ADDITIONAL PAYMENT WITH YOUR TAXES. ALSO, THE BENEFITS PROVIDED BY THIS POLICY CANNOT BE COORDINATED WITH THE BENEFITS PROVIDED BY OTHER COVERAGE. PLEASE REVIEW THE BENEFITS PROVIDED BY THIS POLICY CAREFULLY TO AVOID A DUPLICATION OF COVERAGE. GP-36432.PLAN-233883 Page 7 of 7 DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 506 Plan Description The Aflac Group Hospital Indemnity Plan provides cash benefits directly to your employees (unless otherwise assigned) that help pay for some of the costs - medical and nonmedical - associated with a covered hospital stay due to a sickness or accidental injury. Features and Plan Provisions (specific benefit provisions may vary by situs state) Benefit Amounts See Premium Rates and Plan Benefits for available options Coverage Available for all family members Spouse-only and Child-only coverage is not available Guaranteed Issue Amounts Guaranteed-issue coverage is offered to all eligible applicants during the initial enrollment and for new hires thereafter. At the group’s first anniversary, late enrolles are eligible to enroll on a guaranteed-issue basis. Enrollment Assumptions Enrollments take place once each 12-month period. Late enrollees cannot enroll outside of an annual enrollment period. Requirement for Group Billing To establish group billing, 25 distinct individuals must be paying premiums Payment Method Payroll Deducted Pre-existing Condition Exclusion None Pregnancy Limitation None Waiting Period There is no waiting period Benefit Reductions No reduction at any age Rate Guarantee 2 Years Portability/Continuation 2019 Portability Eligibility Employees must be actively-at-work on the application date and the effective date. They must work at least 16 hours per week. Seasonal and temporary employees are not eligible. Dependents are eligible, but only if the employee is eligible and participates. Successor Insured Included Successor Insured Waiver of Premium Not Included Issue Ages Employee: 18+ Spouse: 18+ Children: Under age 26 Termination Age None Certificate Effective Date Coverage is effective on the billing effective date GP-36432.PLAN-233887 Page 2 of 8 Group Hospital Indemnity Insurance DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 507 GP-36432.PLAN-233887 Page 3 of 8 Group Hospital Indemnity Insurance Plan Benefits (Benefit provisions may vary by situs state) Hospitalization Benefits - Mid Hospital Admission (per confinement) Once per covered sickness or accident per calendar year $1,000 Hospital Confinement (per day) Maximum confinement period: 31 days per covered sickness or covered accident $150 Hospital Intensive Care (per day) Maximum confinement period: 10 days per covered sickness or covered accident $150 Intermediate Intensive Care Step-Down Unit (per day) Maximum confinement period: 10 days per covered sickness or covered accident $75 Health Screening Benefit Health Screening Benefit Payable once per calendar year per insured.$50 Please request a sample policy for full benefit provisions and definitions. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 508 Premium Rates Monthly Premiums Coverage Premium Employee $20.42 Employee and Spouse $38.58 Employee and Child(ren)$31.20 Family $49.36 The rates and product availability indicated in this proposal are subject to change as a result of final underwriting. GP-36432.PLAN-233887 Page 4 of 8 Group Hospital Indemnity Insurance DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 509 GP-36432.PLAN-233887 Page 5 of 8 Group Hospital Indemnity Insurance Benefits Summary (Benefit provisions may vary by state) Hospitalization Benefits Hospital Admission Payable when an insured is admitted to a hospital and confined as an inpatient because of a covered accidental injury or because of a covered sickness. Not payable for confinement to an observation unit, or for emergency room treatment or outpatient treatment. Hospital Confinement Payable for each day that an insured is confined to a hospital as an inpatient as the result of a covered accidental injury or because of a covered sickness.If we pay benefits for confinement and the insured becomes confined again within six months because of the same or related condition, we will treat this confinement as the same period of confinement. This benefit is payable for only one hospital confinement at a time even if caused by more than one covered accidental injury, more than one covered sickness, or a covered accidental injury and a covered sickness. Hospital Intensive Care Payable for each day that an insured is confined in a hospital intensive care unit because of a covered accidental injury or because of a covered sickness. We will pay benefits for only one confinement in a hospital’s intensive care unit at a time, even if it is caused by more than one covered accidental injury, more than one covered sickness or a covered accidental injury and a covered sickness. If we pay benefits for confinement in a hospital’s intensive care unit and an insured becomes confined to a hospital’s intensive care unit again within six months because of the same or related condition, we will treat this confinement as the same period of confinement. This benefit is payable in addition to the Hospital Confinement Benefit. Intermediate Intensive Care Step-Down Unit Payable for each day that an insured is confined in an intermediate intensive care step-down unit because of a covered accidentalinjury or because of a covered sickness.We will pay benefits for only one confinement in an intermediate intensive care step-down unit at a time, even if it is caused by more than one covered accidental injury, more than one covered sickness or a covered accidental injury and a covered sickness. If we pay benefits for confinement in a hospital’s intermediate intensive care step-down unit and an insured becomes confined to a hospital’s intermediate intensive care step-down unit again within six months because of the same or related condition, we will treat this confinement as the same period of confinement. This benefit is payable in addition to the Hospital Confinement Benefit. Residents of Massachusetts are eligible for Hospital Admission, Hospital Confinement, Hospital Intensive Care, and Intermediate Intensive Care Step-Down Unit Benefits only. Health Screening Benefit Payable for health screening tests performed as the result of preventive care, including tests and diagnostic procedures ordered in connection with routine examinations. This benefit is payable for each insured. DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 510 Group Hospital Indemnity Insurance GP-36432.PLAN-233887 Page 6 of 8 Limitations and Exclusions We will not pay for loss due to: War - voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, or voluntarily participating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting with any country or international authority. (We will return the prorated premium for any period not covered by the certificate when the insured is in such service.) War also includes voluntary participation in an insurrection, riot, civil commotion or civil state of belligerence. War does not include acts of terrorism (except in Illinois). In California: voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, or voluntarily participating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting with any country or international authority. (We will return the prorated premium for any period not covered by the certificate when the Insured is in such service.) War also includes voluntary participation in an insurrection, or riot. In Connecticut: a riot is not excluded. In Idaho: participating in any war or act of war, declared or undeclared, or participating or serving in the armed forces or units auxiliary thereto. War also includes participation in a felony, riot, or insurrection. In New Hampshire: voluntarily participating in war any act of war, declared or undeclared, or serving in the armed forces or an auxiliary unit thereto. (We will return the prorated premium for any period not covered by the certificate when the Insured is in such service.) War also includes voluntary participation in an insurrection or riot. War does not include acts of terrorism. In New Jersey: WARNING: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties In Oklahoma: War, or any act of war, declared or undeclared, when serving in the military, armed forces, or an auxiliary unit thereto. (We will return the prorated premium for any period not covered by the certificate when the insured is in such service.) War does not include acts of terrorism. Suicide - committing or attempting to commit suicide, while sane or insane. In Colorado, Missouri, Montana, and Vermont: committing or attempting to commit suicide, while sane. In Idaho: committing or attempting to commit suicide, while sane or insane, or intentionally self-inflicting injury. In Minnesota and Ohio: this exclusion does not apply. Self-Inflicted Injuries - injuring or attempting to injure oneself intentionally. In Missouri: injuring or attempting to injure oneself intentionally which is obviously not an attempted suicide. In Colorado and Vermont: injuring or attempting to injure oneself intentionally, while sane. In Idaho and Ohio: this exclusion does not apply Racing - riding in or driving any motor-driven vehicle in a race, stunt show or speed test in a professional or semi-professional capacity.In Idaho and New Hampshire: this exclusion is not applicable Illegal Occupation - voluntarily participating in, committing, or attempting to commit a felony or illegal act or activity, or voluntarily working at, or being engaged in, an illegal occupation or job. In California, Ohio, Nebraska and Tennessee: voluntarily participating in, committing, or attempting to commit a felony or voluntarily working at, or being engaged in, an illegal occupation or job. In Connecticut and New Hampshire: voluntarily participating in, committing, or attempting to commit a felony. In Illinois: committing or attempting to commit a felony or being engaged in an illegal occupation. In Pennsylvania: committing or attempting to commit a felony, or being engaged in an illegal occupation. In South Dakota: voluntarily committing a felony. In Idaho and Maryland: this exclusion does not apply Sports - participating in any organized sport in a professional or semi-professional capacity. In California: participating in any organized sport in a professional capacity In Idaho: participating in any professional organized sport. Custodial Care - this is non-medical care that helps individuals with the basic tasks of everyday life, the preparation of special diets, and the self-administration of medication which does not require the constant attention of medical personnel. In New Hampshire: this exclusion is not applicable DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 511 Group Hospital Indemnity Insurance Treatment for being overweight, gastric bypass or stapling, intestinal bypass, and any related procedures, including any resulting complications. In Idaho and New Hampshire: this exclusion is not applicable Services performed by a family member. In Idaho: Services performed by an immediate family member In Arizona, New Hampshire and South Dakota: this exclusion does not apply. Services related to sex or gender change, sterilization, in vitro fertilization, vasectomy or reversal of a vasectomy, or tubal ligation. In California, Washington D.C. and Washington: Services related to sterilization, in vitro fertilization, vasectomy or reversal of a vasectomy, or tubal ligation. In Idaho and New Hampshire: this exclusion is not applicable Elective Abortion - an abortion for any reason other than to preserve the life of the person upon whom the abortion is performed. In Tennessee, or if the pregnancy was the result of rape or incest, or if the fetus is non-viable. In New Hampshire: this exclusion is not applicable Dental Services or Treatment. In New Hampshire: this exclusion is not applicable Cosmetic Surgery, except when due to: Reconstructive surgery, when the service is related to or follows surgery resulting from a covered accidental injury or a covered sickness, or is related to or results from a congenital disease or anomaly of a covered dependent child. Congenital defects in newbornsIn California: Cosmetic surgery, except when due to: Reconstructive surgery, when the service is related to or follows surgery resulting from a covered accidental Injury or a covered sickness or when it is performed to correct or repair abnormal structures of the body caused by congenital defects, developmental abnormalities, trauma, infection, tumors, or disease Reconstructive surgery, when the service is related to or follows mastectomy or lymph node dissection. This includes surgery to restore and achieve symmetry for the patient incidental to a mastectomy. In New Hampshire: this exclusion is not applicable In Maryland only: We will not pay benefits for any claim that the appropriate regulatory board determines were provided as a result of a prohibited referral as defined in 1-302 of the Health Occupations Article. In New Jersey, an insured refers to a covered person GP-36432.PLAN-233887 Page 7 of 8 DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 512 Notices This proposal is a brief description of coverage, not a contract. Read your policy and riders (as applicable) carefully for exact plan language, terms, and conditions. If this coverage will replace any existing individual policy, please be aware that it may be in your employees’ best interest to maintain their individual guaranteed-renewable policy. For residents of New Mexico, we are required to administer some coverages in accordance with the minimum applicable standards of New Mexico law. Notice to Consumer: The coverages provided by Continental American Insurance Company (CAIC) represent supplemental benefits only. They do not constitute comprehensive health insurance coverage and do not satisfy the requirement of minimum essential coverage under the Affordable Care Act. CAIC coverage is not intended to replace or be issued in lieu of major medical coverage. It is designed to supplement a major medical program. Lack of major medical coverage (or other minimum essential coverage) may result in an additional payment with your taxes. Continental American Insurance Company (CAIC), a proud member of the Aflac family of insurers, is a wholly-owned subsidiary of Aflac Incorporated and underwrites group coverage. CAIC is not licensed to solicit business in New York, Guam, Puerto Rico, or the Virgin Islands. For groups sitused in California, group coverage is underwritten by Continental American Life Insurance Company. For groups sitused in New York, coverage is underwritten by American Family Life Assurance Company of New York. Continental American Insurance Company, Columbia, South Carolina GP-36432.PLAN-233887 Page 8 of 8 Group Hospital Indemnity Insurance DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06 513 CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 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 officernamed 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 anofficer 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 Continental American Insurance Company (CAIC) N/A N/A June 22, 2022 DocuSign Envelope ID: 48D0A43E-A365-4C4C-8A57-AE4D5593DC06Exhibit F- Form CIQ 514 Certificate Of Completion Envelope Id: 48D0A43EA3654C4C8A57AE4D5593DC06 Status: Sent Subject: Please DocuSign: City Council Contract 7982-1 Voluntary Insurance Products Source Envelope: Document Pages: 52 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 1 Gabby Leeper AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 7/21/2022 2:29:20 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) Completed Using IP Address: 198.49.140.104 Sent: 7/21/2022 2:36:58 PM Viewed: 8/1/2022 12:12:05 PM Signed: 8/1/2022 12:12:58 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: 8/1/2022 12:13:00 PM Viewed: 8/1/2022 2:15:13 PM Signed: 8/1/2022 2:20:50 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/1/2022 2:20:52 PM Viewed: 8/1/2022 2:22:25 PM Signed: 8/1/2022 2:25:05 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Eunice Holmes EHolmes@aflac.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 136.226.53.89 Sent: 8/1/2022 2:25:07 PM Resent: 8/8/2022 4:41:41 PM Viewed: 8/9/2022 6:47:44 AM Signed: 8/9/2022 7:26:19 AM Electronic Record and Signature Disclosure: Accepted: 8/9/2022 6:47:44 AM ID: 63173eaa-a45b-40fd-9b50-a3ab7876b073 515 Signer Events Signature Timestamp Sarah Kuechler sarah.kuechler@cityofdenton.com Director of Human Resources Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/9/2022 7:26:21 AM Viewed: 8/9/2022 8:07:37 AM Signed: 8/9/2022 8:08:00 AM Electronic Record and Signature Disclosure: Accepted: 8/9/2022 8:07:37 AM ID: 605279eb-05c4-4e86-9544-267b4696da91 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/9/2022 8:08:04 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: 8/8/2022 6:40:37 PM ID: e7200bbe-3c17-4ca0-b548-6ce5a168a964 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/1/2022 12:13:00 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 516 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/9/2022 8:08:03 AM Viewed: 8/9/2022 2:10:02 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Linda Kile Linda.Kile@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/14/2022 10:50:29 AM ID: d8f7d747-5394-492f-b4f6-c14cbc45eedc Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/21/2022 2:36:58 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 517 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: Eunice Holmes, Sarah Kuechler, Rosa Rios, Linda Kile 518 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. 519 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. 520 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1744,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 greehill North America,Inc.,for a public tree inventory for the Parks and Recreation Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 8036 -awarded to greehill North America,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 $210,100.00). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™521 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 greehill North America, Inc., for a public tree inventory for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 8036 – awarded to greehill North America, 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 $210,100.00). INFORMATION/BACKGROUND The City’s Urban Forest Master Plan (UFMP) adopted by the City Council in October of 2020, recognizes that a “tree inventory is crucial to understand the health of the community tree resource” and to provide “information to determine the resources required to address the maintenance requirements of trees in parks and in the public right-of-way (all of which would improve public safety).” The tree inventory will also enable the city to accomplish the objective in the 2020 UFMP towards the development of a pruning and maintenance cycle and the proper resources to do so. In addition, it will allow the city to improve on the “Indicators of a Sustainable Urban Forest” assessment as reported in the 2020 UFMP. The goal of this project is to develop a comprehensive inventory of trees in maintained areas of parks, city properties, and public right-of-way as called for in the 2020 UFMP. The inventory will be performed using a NASA-grade mobile lidar system mounted to a vehicle. The tree inventory will provide information such as a three-dimensional image of each tree, tree diameter, crown height, tree height, tree species, tree condition, tree location (GPS coordinates), unique ID number, and economic value. Utilizing this system, the year 1 data will be collected within 60 days of acceptance of the proposal versus a year or more that is required for a traditional tree inventory. This will allow a quicker delivery of the tree inventory for use by the City. A second data set will be collected in year 3 and allow for modeling of the growth of our public trees. Year 1 Year 2 Year 3 Year 4 Year 5 Tree Inventory & Software Subscription $47,000 $42,000 $42,000 $42,000 $18,000 Contingency 10% $ 4,700 $ 4,200 $ 4,200 $ 4,200 $1,800 Total $51,700 $46,200 $46,200 $46,200 $19,800 5 Year Total $210,100 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 522 Request for Proposals was sent to 303 prospective suppliers, including fifteen (15) Denton firms. In addition, specifications were placed on the Procurement website for prospective suppliers to download and advertised in the local newspaper. Four (4) proposals were received, references were checked, and proposals were evaluated based upon published criteria including price, delivery, compliance with specifications, and probable performance. Best and Final Offers (BAFO) were requested from the top firm. Based upon this evaluation, greehill North America, Inc. was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 595 - Nursery (Plants) Stock, Equipment, And Supplies & 926 - (Service Only) - Environmental and Ecological Services Notifications sent for Solicitation sent in IonWave: 303 Number of Suppliers that viewed Solicitation in IonWave: 22 HUB-Historically Underutilized Business Invitations sent out: 29 SBE-Small Business Enterprise Invitations sent out: 123 Responses from Solicitation: 4 RECOMMENDATION Award a contract with greehill North America, Inc., for a public tree inventory 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 $210,100. PRINCIPAL PLACE OF BUSINESS greehill North America, Inc. San Francisco, CA SUSTAINABILITY MEASURES Related Key Focus Area: Chapter 2: Air Quality and Greenhouse Gas Management Chapter 4: Land Use and Open/Natural Space Related Goal: 2.1 Improve regional air quality and take actions to improve nonattainment status 4.2 Preserve open space, natural areas, and tree canopy 4.3 Minimize water use, promote stormwater quality, and reduce stormwater quantity through management measures. ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for four (4) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION This service will be funded from the Tree Mitigation Fund account 224100.7879. Requisitions will be entered on an as-needed basis. The budgeted amount for this item in the fiscal year 2021-22 is $50,000. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. 523 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: Haywood Morgan, Jr., 940-349-8337. Legal point of contact: Marcella Lunn at 940-349-8333. 524 Line #Description QTY UOM Unit Extended Unit Extended Unit Extended Unit Extended 1 Basic Inventory of trees (cost per tree) DBH, crown height, tree height, tree species, tree condition, tree location (GPS coordinates) and unique ID number.1 EA $0.85 $0.85 $3.95 $3.95 $4.77 $4.77 $10.00 $10.00 2 Inventory Management Software 1 EA $0.20 $0.20 $2,250.00 $0.00 $2,500.00 $0.00 $2,500.00 $2,500.00 3 Any additional beneficial services 1 EA $0.00 $0.00 $0.00 $0.00 Item # 1 2 3 4 Total Score: Delivery/Project Schedule - 30% Scoring Criteria Compliance with Specifications 20% Probable Performance 10% Price 40% Evaluation greehill North America, Inc.ArborPro, Inc. Davey Resource Group, Inc. (The Davey Tree Expert Company) Valley Quest Design (CLASP Companies, LLC) Exhibit 2 RFP 8036 - Pricing Evaluation for Tree Inventory Total: San Francisco, CA Yorba Linda, CA Kent, OH Denton, TX $1.05 $3.95 $4.77 $2,510.00 Respondent's Business Name: Principal Place of Business (City and State): 8.67 14.67 22.00 28.87 4.20 4.67 8.00 12.00 greehill North America, Inc.ArborPro, Inc. Davey Resource Group, Inc. (The Davey Tree Expert Company) Valley Quest Design (CLASP Companies, LLC) 83.33 40.00 7.33 16.00 20.00 57.30 10.63 8.67 16.00 22.00 54.14 8.81 525 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH GREEHILL NORTH AMERICA, INC., FOR A PUBLIC TREE INVENTORY FOR THE PARKS AND RECREATION DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 8036 AWARDED TO GREEHILL NORTH AMERICA, 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 $210,100.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for a public tree inventory 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, this procurement was undertaken function; 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 8036 greehill North America, Inc. $210,100.00 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. 526 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR 527 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 528 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A RFP Erica Garcia No Tree Inventory 8036 529 Contract # 8036 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND GREEHILL NORTH AMERICA, INC. (CONTRACT 8036) THIS CONTRACT is made and entered into this date ______________________, by and between greehill North America a Delaware corporation, whose address is 201 Spear St Ste 1149, San Francisco, CA 94105 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 8036 – Tree Inventory, 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 8036 (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 2271 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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 530 Contract # 8036 prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 531 Contract # 8036 CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: ______________________ Title: _____________________________ __________________________________ PHONE NUMBER __________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _______________________________ SARA HENSLEY, CITY MANAGER 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 2022-895618 ananda.fowler@greehill.com Executive Vice Prsident (415)895-9004 Ananda Fowler Director of Parks and Recreation Parks and Recreation Gary Packan 532 Contract # 8036 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $210,100. 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 533 Contract # 8036 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 534 Contract # 8036 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 535 Contract # 8036 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 536 Contract # 8036 disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 537 Contract # 8036 thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 538 Contract # 8036 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 DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 539 Contract # 8036 has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 540 Contract # 8036 manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 541 Contract # 8036 Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 542 Contract # 8036 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 DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 543 Contract # 8036 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. 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 DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 544 Contract # 8036 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 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 DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 545 Contract # 8036 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, 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, DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 546 Contract # 8036 acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 547 Contract # 8036 any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 548 Contract # 8036 or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 549 Contract # 8036 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) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 550 Contract # 8036 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 551 Contract # 8036 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 552 Contract # 8036 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 553 Contract # 8036 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 554 Contract # 8036 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 555 Contract # 8036 [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: 7DD0E677-A55F-42C6-987F-868F73055B5A 556 Contract # 8036 [ ] 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 557 Contract # 8036 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 558 Contract # 8036 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 559 Contract # 8036 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 560 Contract # 8036 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/filinginfo/1295/ 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: 7DD0E677-A55F-42C6-987F-868F73055B5A 561 Proposed Costs greehill offers a unique opportunity for cities to manage their trees in more detail than ever before by providing a subscription-based tree monitoring service. A minimum 4-year contract is required, which costs approximately the same in field campaign costs as traditional surveys. Note: In the case that Denton already has an Azure server, the hosting costs on this estimate can be eliminated by the city utilizing their own existing servers. Proposal Cost Structure $/tree/yr # trees cost/yr Description $1.00 40,000 $40,000 Standard Tree Metrics (annual subscription) included 2 Tree Updates in 3D (Year 1 & 3) included Interactive Panorama Images included Tree Health Analytics included Economical Value (for each tree) included Ecosystems Services Metrics (for each tree) included 4D Monitoring -$6,000 15% Discount (Special Offer for Denton) $0.85 40,000 $34,000 SUBTOTAL for Annual Tree Subscription $0.25 40,000 (included) Annual Software License (included with annual tree subscription) $0.20 40,000 $8,000 Annual Cloud Hosting (Azure) $8,000 SUBTOTAL for Annual Cloud Software $42,000 TOTAL Annual Subscription (year 1-4) $5,000 Initial setup costs (Cloud & Training) $47,000 TOTAL for first year Year 5 without Tree Subscription $0.25 40,000 $10,000 Annual Software License $0.20 40,000 $8,000 Annual Cloud Hosting (Azure) $18,000 Year 5+ Annual Subscription Exhibit FDocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 562 CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. Greehill North America Inc 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 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. Erica Garcia 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 6th June, 2022 Signature of vendor doing business with the governmental entity Date x X X X X Exhibit G DocuSign Envelope ID: 7DD0E677-A55F-42C6-987F-868F73055B5A 563 Certificate Of Completion Envelope Id: 7DD0E677A55F42C6987F868F73055B5A Status: Sent Subject: Please DocuSign: City Council Contract 8036 Tree Inventory Source Envelope: Document Pages: 35 Signatures: 3 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: 198.49.140.10 Record Tracking Status: Original 8/2/2022 9:39:00 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: 198.49.140.10 Sent: 8/2/2022 9:45:13 AM Viewed: 8/2/2022 9:46:02 AM Signed: 8/2/2022 9:47:05 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: 198.49.140.10 Sent: 8/2/2022 9:47:07 AM Viewed: 8/2/2022 10:05:17 AM Signed: 8/2/2022 10:06:55 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/2/2022 10:06:57 AM Viewed: 8/2/2022 11:25:11 AM Signed: 8/2/2022 11:30:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ananda Fowler ananda.fowler@greehill.com Executive Vice Prsident Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 4.1.79.140 Sent: 8/2/2022 11:30:51 AM Viewed: 8/2/2022 1:24:08 PM Signed: 8/2/2022 1:25:20 PM Electronic Record and Signature Disclosure: Accepted: 8/2/2022 1:24:08 PM ID: 6b31459b-1241-4cdd-b2eb-5f5b10322386 564 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: 70.236.192.51 Signed using mobile Sent: 8/2/2022 1:25:22 PM Viewed: 8/10/2022 2:21:38 PM Signed: 8/13/2022 5:45:29 PM Electronic Record and Signature Disclosure: Accepted: 8/13/2022 5:45:03 PM ID: fd9a5564-ccb4-40a6-ba8c-f8dfdbd029cb Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/13/2022 5:45:32 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: 8/8/2022 6:40:37 PM ID: e7200bbe-3c17-4ca0-b548-6ce5a168a964 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/2/2022 9:47:07 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 565 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/13/2022 5:45:32 PM Viewed: 8/15/2022 9:54:46 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 8/2/2022 9:45:13 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 566 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: Ananda Fowler, Gary Packan, Rosa Rios 567 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. 568 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. 569 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1745,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 Denton County,under the Texas Government Code,Section 791.001,to authorize the use of consolidated communication systems for public safety and governmental services for the City of Denton;authorizing the expenditure of funds therefor; and declaring an effective date (File 8082 -award an Interlocal Cooperative Purchasing Agreement with Denton County, in the not-to-exceed amount of $118,752.00). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™570 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 Denton County, under the Texas Government Code, Section 791.001, to authorize the use of consolidated communication systems for public safety and governmental services for the City of Denton; authorizing the expenditure of funds therefor; and declaring an effective date (File 8082 – award an Interlocal Cooperative Purchasing Agreement with Denton County, in the not-to-exceed amount of $118,752.00). INFORMATION/BACKGROUND The City of Denton utilizes Denton County’s Consolidated Communications System to provide dependable, mission-critical communications services (voice radio and data service). This communications system consists of a wide area, multi-agency digital trunked radio system compliant with P-25 interoperability standards to be used jointly by the City of Denton, Denton County, and other Infrastructure Members, if any, primarily for providing public safety dispatch and communications for fire, emergency medical, law enforcement services and such other governmental services as may be agreed from time to time by the Parties. The use of this Consolidated Communications System will provide system coverage for the City and County to ensure safe, effective, and efficient communication, and benefit the greatest number of citizens both now and in the future. The services provided under this agreement began on October 1, 2021, and will end on September 30, 2022. Denton County provided an updated agreement for the 2021-2022 fiscal year in November 2021 but was overlooked due to being sent to incorrect City department staff. It is pertinent to execute this agreement to pay Denton County for the previously rendered services. To avoid future oversights, City staff will be bringing a new five (5) year agreement with Denton County for City Council's approval in the first quarter of the Fiscal Year 2022-2023. The County maintains the core of the network and it periodically requires maintenance, repair, and/or installation for routine communications functions. The City is allowed to utilize the system with the following Costs of Service. The current rate for 2021-2022 is $8 per user per month. Service (Radio User + Infrastructure + Sites/Consoles) Number of Users Annual Cost FD Radio subscribers 232 $ 22,272.00 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 571 PD Radio Subscribers 458 $ 43,968.00 PW and Municipal Electric 381 $36,576.00 TWU PD 37 $3,552.00 UNT PD 129 $12,384.00 Total Users 1,237 $118,752.00 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 Denton County for the use of consolidated communication systems for public safety and governmental services, in a not-to-exceed amount of $118,752. PRINCIPAL PLACE OF BUSINESS Denton County Denton, TX 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 These services will be funded from Denton Public Safety Communications Department account 830700.7899. Requisition #155995 has been entered into the Purchasing software system in the amount of $118,752. The budgeted amount for this item is $118,752. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Interlocal Agreement Respectfully submitted: Lori Hewell, 349-7100 Purchasing Manager For information concerning this acquisition, contact: Coy Werner, 940-349-7459. Legal point of contact: Marcella Lunn at 940-349-8333. 572 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 DENTON COUNTY, UNDER THE TEXAS GOVERNMENT CODE, SECTION 791.001, TO AUTHORIZE THE USE OF CONSOLIDATED COMMUNICATION SYSTEMS FOR PUBLIC SAFETY AND GOVERNMENTAL SERVICES FOR THE CITY OF DENTON; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 8082 AWARD AN INTERLOCAL COOPERATIVE PURCHASING AGREEMENT WITH DENTON COUNTY, IN THE NOT-TO-EXCEED AMOUNT OF $118,752.00). 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 Denton County under Section 791.001 of the Texas Government Code, a copy of which is attached hereto and incorporated by reference 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. 573 __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: ________________________________ 574 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD Cori Power Not Applicable 8082 ILA with Denton County for Public Safety Communications System IA 575 Consolidated Communications Agreement/City of Denton 2021-22 1 INTER-LOCAL AGREEMENT BETWEEN DENTON COUNTY AND THE CITY OF DENTON FOR A CONSOLIDATED COMMUNICATIONS SYSTEM FOR PUBLIC SAFETY AND GOVERNMENTAL SERVICES This Inter-Local Agreement (“Agreement”) is entered into by and between the City of Denton, (“Denton” or “City”) and Denton County, (“County”), both entities being located in Denton County, Texas (collectively, the “Parties”). The Parties execute this Agreement as hereinafter provided, pursuant to the Texas Government Code Chapter 791, known as the Inter- Local Cooperation Act: WHEREAS, Denton County and the City of Denton are political sub-divisions within the State of Texas, and each is engaged in the provision of governmental services for the benefit of its citizens; and WHEREAS. the Inter-Local Cooperation Act, Texas Government Code, Chapter 791, as amended, provides authority for local governments of the State of Texas to enter into Inter-Local Agreements with each other for the purpose of performing governmental functions and services as set forth in the Act; and WHEREAS, Denton County and the City of Denton each own and operate systems for the purpose of providing communications in support of its governmental operations; and WHEREAS, Denton County and the City of Denton have investigated and determined that it would be advantageous and beneficial to the citizens within their respective jurisdictions to operate a single Consolidated Communications System; and WHEREAS, in order to provide dependable, mission-critical communications services (voice radio and data service) for use by each of the Parties and their respective users, Denton County and the City of Denton desire to enter into this Agreement to provide a Consolidated Communications System for public safety and governmental services; and WHEREAS, use of this Consolidated Communications System will provide for system coverage for the City and County to ensure safe, effective, and efficient communication, and benefit the greatest number of citizens both now and in the future; and WHEREAS, this Agreement will provide the framework for administering the Consolidated Communications System and the distribution between the City of Denton and Denton County of the costs associated with the implementation, maintenance, and operation of the consolidated communications system; and NOW, THEREFORE, in consideration of the mutual covenants and agreement herein contained, the sufficiency of which are hereby acknowledged, and upon and subject to the terms and conditions hereinafter set forth, the Parties agree as follows: I. DEFINITIONS In addition to the definitions stated in the preamble and recitals hereof, the following words and phrases as used in this Agreement, unless the context clearly shows otherwise, shall DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD 576 Consolidated Communications Agreement/City of Denton 2021-22 2 have the following meanings: “Communications System” means a wide area, multi-agency digital trunked radio system compliant with P-25 interoperability standards to be used jointly by the City of Denton, Denton County and other Infrastructure Members, if any, primarily for providing public safety dispatch and communications for fire, emergency medical, law enforcement services and such other governmental services as may be agreed from time to time by the Parties. “Coordinating Committee” means the committee that is responsible for making recommendations to the Infrastructure Management Committee on the administration and operation of the Communications System. “Infrastructure” means radio tower sites, FCC-licensed radio frequencies and Infrastructure Equipment. “Infrastructure Equipment” means communications repeaters, transmitters, channel banks, combiners, routers, dispatch console systems, fiber optic, microwave, or similar equipment connected to the Communications System Master Controller. “Infrastructure Management Committee” means the committee that is responsible for the administration and operation of the Communications System. “Infrastructure Member” means the parties and other entities which have built Infrastructure connected to the Communications System in accordance with the system requirements and consent of the Denton County Sheriff “Subscriber Units” means mobile radios, portable radios, or any similar devices used for communicating over the Communications System. “Technical Committee” means the committee that advises the Coordinating Committee on technical issues related to the operation of the Communications System. “User” means any entity with which the City of Denton, the City of Lewisville, Denton County, or other Infrastructure Member has entered into a contractual agreement for the provision of radio communication services through the Communications System. The City of Denton and the City of Lewisville are considered both Infrastructure Members and Users for the purposes of this Agreement. II. TERM 2.1 This Agreement is for a period of a one (1) year term beginning on the 1st day of October, 2021, and ending on the 30th day of September, 2022, unless terminated earlier pursuant to the terms set forth herein. 2.2 It is the intention of the Parties is for this to be a long term enterprise which will DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD 577 Consolidated Communications Agreement/City of Denton 2021-22 3 be renewed with a new ILA each year subject to approval by each Party’s governing body. III. USERS AND INFRASTRUCTURE MEMBERS 3.1 The City of Denton may add Users to the Communications System, following the Denton County Sheriff’s consent to the addition of each such additional entity. (a) Users added to the Communications System by any Infrastructure Member shall be required to sign a User Agreement with Denton County and pay the User rate established by the Denton County Sheriff. (b) The City of Denton currently provides radio communications services to the University of North Texas (UNT) and Texas Women’s University (TWU). Both UNT and TWU, are Users as defined above and the radios used by said Agencies shall be included under the fee structure for the City of Denton who shall be responsible for the costs of all radios active in the City of Denton radio id range. (c) Each User is responsible for obtaining all software and hardware required to program its Subscriber Units. 3.2 Any entity which builds Infrastructure shall be considered an Infrastructure Member subject to the following conditions: (a) The addition of an Infrastructure Member shall require the consent of the Denton County Sheriff. (b) Infrastructure Members shall be required to meet the minimum system requirements for channel capacity, inter-operational talk-groups, site hardening, maintenance, and reliability as defined and determined by the Denton County Sheriff. (c) All Infrastructure and Infrastructure Equipment purchased by an Infrastructure Member shall be individually licensed, owned and maintained by that Infrastructure Member. IV. OBLIGATIONS OF THE CITY OF DENTON 4.1 Infrastructure and Infrastructure Equipment (a) The City of Denton agrees to provide two Communications System sites within its corporate limits, which it deems necessary for the operation of the Communications System, compatible with the specifications as set forth in Exhibit “A” attached hereto and incorporated herein as if fully set forth. Said sites shall house Infrastructure Equipment for the purposes of augmenting the Communications System. DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD 578 Consolidated Communications Agreement/City of Denton 2021-22 4 (b) The City of Denton agrees to include sufficient talk path capacity for the City of Denton’s Public Safety and Public Services operations and inter-operational talk-groups for system users. (c) The City of Denton also agrees to install the Infrastructure Equipment in a hardened shelter with either emergency generator backup power along with uninterruptible power supplies or battery bank system. The hardened shelter and back-up power system shall be installed concurrently with any new Infrastructure. (d) The City of Denton is responsible for furnishing its own Subscriber Units, which must be compatible with the APCO P-25 Phase 2 TDMA Digital System, and for maintenance of the Subscriber Units. The City of Denton is responsible for all programming of City-owned Subscriber Units and any other units active in the City of Denton id range. 4.2 Radio System Technicians (a) City of Denton currently operates a municipal radio repair shop for the purpose of maintaining its Subscriber Units Infrastructure, and Infrastructure Equipment. (b) The City of Denton has entered into an advanced plus service package with Motorola Solutions for the hardware and software upgrades/updates, monitoring, preventative and corrective maintenance of the City of Denton’s Infrastructure and Infrastructure Equipment. This service level agreement includes network and equipment monitoring, technical support, onsite maintenance and security monitoring services. (c) The City of Denton radio system technicians shall perform the duties of system and site maintenance, alarm monitoring, subscriber unit repair (includes basic repair by the technician or by a third-party) and emergency call-out functions for the City of Denton Communications System Infrastructure as needed. (d) The City of Denton radio system technicians will operate from the City of Denton radio shop and will be dispatched to jobs in a prioritized manner. (e) The City of Denton radio system technicians shall be employees of the City of Denton. The City of Denton shall be responsible for hiring and supervising its radio technicians. (f) The City of Denton radio system technicians will be available to assist the Denton County Radio System technicians on an as-available and as-needed basis to assist with radio programming, system restoration, and emergency maintenance tasks. 4.3 Payment for Communications System (a) The City of Denton shall be responsible for payment of the amount set forth in Exhibit B which is attached hereto and incorporated for all purposes. DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD 579 Consolidated Communications Agreement/City of Denton 2021-22 5 (b) The County may increase the fees each October 1st, the beginning of each County fiscal year, by an amount not to exceed five percent (5%) of the previous year’s fees. The County will provide one hundred twenty (120) days’ notice to the City of Denton before increasing the fees. (c) Based on the fees described above, the County will calculate the annual fee due based upon the total number of Subscriber Units and submit an invoice to the City on or before October 1st of each year. This amount is subject to change when the City adds or deletes the number of Subscriber Units in service. The City must notify the System Manager in writing of any addition or deletion of Subscriber Units. (d) Fees for Additions – The amount owed for annual fees for additions of Subscriber Units will be prorated for the year added, invoiced immediately, and amounts will be due within thirty (30) days of receipt of the invoice for the addition(s). (e) Deletions – No refunds for deletions will be made for the City’s deletion of Subscriber Units during the period of the Agreement. The fees for the upcoming fiscal year will be calculated based on the number of Subscriber Units in service on the radio system as of May 1st of the current contract year. (e) The City agrees to pay the County the annual fees specified under 4.3 (a) within thirty (30) days of the receipt of the invoice. Should the City add Subscriber Units to the Service within a Term, the City agrees to pay the additional fee(s) due within thirty (30) days of invoice. All payments for expenses incurred as a result of the performance of the Agreement shall be made only from current revenues legally available to each respective Party. (f) In the event a new Inter-Local Agreement is not executed prior to the expiration of this Agreement, and Denton County continues to provide access to the Radio Communications System, the City shall reimburse and compensate the County for access to the County’s Radio Communications System at the rate set by the Denton County Sheriff and approved by the Denton County Commissioners Court for the next fiscal year. V. ADMINISTRATION OF THE COMMUNICATIONS SYSTEM The administration of the Communications System shall be supported by the Committees as set forth in Exhibit “C”, attached hereto and incorporated herein as if fully set forth. 5.1 Infrastructure Management Committee (a) The Infrastructure Management Committee shall be responsible for the administration and operation of the Communications System. DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD 580 Consolidated Communications Agreement/City of Denton 2021-22 6 (b) The Infrastructure Management Committee shall be comprised of the Denton County Sheriff, the City of Lewisville Police Chief, the City of Denton Police Chief, and the equivalent position of each Infrastructure Member. 5.2 Coordinating Committee (a) The Coordinating Committee shall be responsible for making recommendations to the Infrastructure Management Committee on the administration and operation of the Communications System. (b) The Coordinating Committee shall be comprised of one (1) member from each of the following: the Denton County Sheriff’s Office, the City of Lewisville Police Department, and the City of Denton Police Department, and any other Infrastructure Member. (c) The Coordinating Committee shall review the recommended technical standards for the operation of the Communications System submitted by the Technical Committee. If approved, the Coordinating Committee shall recommend the standards for adoption by the Infrastructure Management Committee and may not violate any of the terms of this Agreement or of any existing maintenance or hardware agreement. 5.3 Technical Committee (a) The Technical Committee shall advise the Coordinating Committee on Technical issues involving the Communication Systems. (b) Each Coordinating Committee member shall appoint one (1) person to serve on the Technical Committee. (c) Technical standards for the operation of the Communications System shall be developed by the Technical Committee and approved by the Coordinating Committee. VI. OWNERSHIP INTERESTS OF THE PARTIES 6.1 Each Party shall retain individual ownership of its respective Infrastructure, Infrastructure Equipment, and Subscriber Units purchased prior to, or as part of, this Agreement. 6.2 All Infrastructure, Infrastructure Equipment, and Subscriber Units owned by each Infrastructure Member will continue to be separately owned by such member. 6.3 All frequencies utilized by the Communications System shall be separately maintained and licensed by the owner or assignee designated by the FCC. DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD 581 Consolidated Communications Agreement/City of Denton 2021-22 7 VII. FINANCING AND INFRASTRUCTURE COST SHARING It is the sole responsibility of each Infrastructure Member or User incurring costs to make payment to vendors providing equipment for and services to the Communications System on behalf of that Infrastructure Member or User. In no event shall any Infrastructure Member or User be held liable for debts incurred by any other Infrastructure Member or User as a result of expenditures made in connection with the Communications System unless otherwise specifically set out in this agreement. VIII. APPROPRIATION OF FUNDS All payments made by Agency to County pursuant to this Agreement shall be from current revenues available to Agency. IX. TERMINATION This Agreement may be terminated upon ninety (90) days written notice from the Party seeking termination to the other Party to the identified Notice Addresses provided in this Agreement. Each Party to this Agreement shall be responsible for its own costs associated with said termination including but not limited to reconfiguring of the system, if required, such as Infrastructure connectivity. X. GOVERNMENTAL FUNCTION The Parties have determined by their execution of this Agreement that this Agreement and the obligations of the Parties contained herein are in discharge of a governmental function as set forth in the Inter-Local Cooperation Act, and participation in this Agreement by one Party shall not be construed as creating any kind of agency relationship, partnership, or Communications enterprise amongst the Parties. XI. RELEASE AND HOLD HARMLESS TO THE EXTENT PERMITTED BY LAW, EACH PARTY AGREES TO WAIVE ALL CLAIMS AGAINST, TO RELEASE, AND TO HOLD HARMLESS THE OTHER PARTY AND ITS RESPECTIVE OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, IN BOTH THEIR PUBLIC AND PRIVATE CAPACITIES, FROM ANY AND ALL LIABILITY, CLAIMS, SUITS, DEMANDS, LOSSES, DAMAGES, DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD 582 Consolidated Communications Agreement/City of Denton 2021-22 8 ATTORNEYS FEES, INCLUDING ALL EXPENSES OF LITIGATION OR SETTLEMENT, OR CAUSES OF ACTION WHICH MAY ARISE BY REASON OR INJURY TO OR DEATH OF ANY PERSON OR FOR LOSS OF, DAMAGE TO, OR LOSS OF USE OF ANY PROPERTY ARISING OUT OF OR IN CONNECTIN WITH THIS AGREEMENT. IN THE EVENT THAT A CLAIM IS FILED, EACH PARTY SHALL BE RESPONSIBLE FOR ITS PROPORTIONATE SHARE OF LIABILITY. XII. IMMUNITY In the execution of this Agreement, neither of the Parties waive, nor shall be deemed hereby to have waived, any immunity or any legal or equitable defense otherwise available against claims arising in the exercise of governmental powers and functions. By entering into this Agreement, the Parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement does not create any rights in parties who are not signatories to this Agreement. XIII. ENTIRE AGREEMENT This Agreement represents the entire and integrated agreement between Denton County and the City of Denton and supersedes all prior negotiations, representations, and/or agreements, either written or oral between Denton County and Denton. This Agreement may be amended only by written instrument signed by Denton County and Denton. XIV. NOTICES Unless notified otherwise in writing, all notices are required to be given to either Party in writing and delivered in person or send via certified mail to the other Parties at the following respective addresses: Denton County Representative: County Judge 1Courthouse Dr. Suite 3100 Denton, TX 76201 City of Denton Representative: Purchasing Manager City of Denton 901B Texas St Denton, TX 76209 DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD 583 Consolidated Communications Agreement/City of Denton 2021-22 9 XV. AUTHORITY TO SIGN/CITY COUNCIL AUTHORIZATION The undersigned officers and/or agents of the Parties hereto are the properly authorized officials or representatives and have the necessary authority to execute this Agreement on behalf of the Parties hereto. XVI. SEVERABILITY The provisions of this Agreement are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of this Agreement is for any reason held to be contrary to the law or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of the Agreement. However, upon the occurrence of such event, either Party may terminate this Agreement by giving the other party thirty (30) days written notice. XVII. VENUE This Agreement and any of its terms or provisions, as well as the rights and duties of the Parties hereto, shall be governed by the laws of the State of Texas. The Parties agree that this Agreement shall be enforceable in Denton County, Texas, and if legal and necessary, exclusive venue shall lie in Denton County, Texas. XVIII. INTERPRETATION OF AGREEMENT This is a negotiated document. Should any part of this Agreement be in dispute, the Parties agree that the Agreement shall not be constructed more favorably for either of the Parties. XIX. REMEDIES No right or remedy granted herein or reserved to the Parties is exclusive of any right or remedy granted by law or equity; but each shall be cumulative of every right or remedy given hereunder. No covenant or condition of this Agreement may be waived without the express written consent of the Parties. It is further agreed that one or more instances of forbearance by either Party in the exercise of its respective rights under this Agreement shall in no way constitute a waiver thereof. DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD 584 Consolidated Communications Agreement/City of Denton 2021-22 10 XX. SUCCESSORS AND ASSIGNS The Parties each bind themselves, their respective successors, executors, administrators, and assigns to the other Party to this contract. Neither Party will assign, sublet, subcontract, or transfer any interest in this Agreement without the prior written consent of the other Party. No assignment, delegation of duties or subcontract under this Agreement will be effective without the written consent of all Parties. IN WITNESS THEREOF, the Parties hereto have executed this Agreement to be effective upon execution and dating by each Party. This Agreement shall be effective from the last date signed and marked on this Agreement by a participating Party. APPROVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS: BY: DATE: SARA HENSLEY, CITY MANAGER ATTEST: CITY SECRETARY APPROVED AS TO FORM: MACK REINWAND, CITY ATTORNEY 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: AA3A9324-3C70-4663-A934-15BB29E21CFD Leisha Meine 585 Consolidated Communications Agreement/City of Denton 2021-22 11 APPROVED BY THE DENTON COUNTY COMMISSIONERS COURT OF DENTON COUNTY, TEXAS: BY: DATE: ANDY EADS, COUNTY JUDGE ATTEST: DEPUTY COUNTY CLERK APPROVED AS TO FORM: ASSISTANT DISTRICT ATTORNEY DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD 586 EXHIBIT “A” CITY OF DENTON COMMUNICATIONS SYSTEM COMPATABILITY SPECIFICATIONS The City of Denton will operate a two-site simulcast system connected to the Denton County Master site through the DCSO tower prime site. Each radio site will consist of the following infrastructure or system components: Fourteen 800 MHz radio frequencies Two Motorola expandable site sub-system (ESS) equipment racks (each rack contains a multi- coupler, LAN GPS, networking routers and switches) One Tower-top amplifier Two Transmit antennas Two receive antennas One Motorola GGM8000 site gateway Site networking configuration Climate controlled hardened structure with UPS and generator The City of Denton Dispatch Centers will consist of the following infrastructure or system components: Two Motorola MCC 7500 dispatch console sites Fourteen dispatch consoles Four Motorola site gateways Four Ethernet switches Two AUX I/O switches Two servers Fourteen Dual footswitches One MCC 7500 Voice Processors Twenty-eight Headset jacks DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD 587 Exhibit B Denton County Sheriff’s Office Radio Communications System Agreement Agency Payment Worksheet Agency: Denton Fire Department, Police Department, Public Works, Denton Municipal Electric, TWU Police Department and UNT Police Department Payment Contact Person: Phone Number: Email(s): Address: City, State, Zip Agency Should Include this Worksheet with Each Payment Sent to Denton County. Make checks payable to: Denton County Mail payments to: Radio Communications Systems Agreement Payments Denton County Auditor 1 Courthouse Drive, Ste 3100 Denton, Texas 76208 Tier 4 Radio User + Infrastructure + Sites/Consoles - $8.00 each per month FD Radio Subscribers 232 = $22,272.00 PD Radio Subscribers 458 = $43,968.00 PW and Municipal Electric Radio Subscribers 381 = $36,576.00 TWU PD 37 = $3,552.00 UNT PD 129 = $12,384.00 Total Amt Per Year = $118,752.00 BILLED ANNUALLY Please sign and date below. _________________________________________________________________________ Signature of Agency Representative Title Date DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD 588 Denton County P‐25 Communications System Exhibit C Infrastructure Management Committee: Sheriff, Chief and/or any other entity department head that has built/builds Infrastructure to the Communication System. Coordinating Committee: Sheriff Selection, Chief Selection(s) Technical Committee: The Committee that advises the Coordinating Committee on technical issues related to the operation of the Communication System. Infrastructure Management Committee Current Members: Denton County Sheriff City of Lewisville P.D. Chief of Police City of Denton P.D. Chief of Police Coordinating Committee Current Members: Denton County Sheriff’s Office Assistant Chief City of Lewisville Assistant Chief City of Denton Assistant Chief Technical Committee Current Members: Denton County Sheriff’s Office (Radio Systems Manager) City of Lewisville City of Denton DocuSign Envelope ID: AA3A9324-3C70-4663-A934-15BB29E21CFD589 Certificate Of Completion Envelope Id: AA3A93243C704663A93415BB29E21CFD Status: Sent Subject: Please DocuSign: City Council Contract 8082 ILA with Denton County Source Envelope: Document Pages: 15 Signatures: 2 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 8/11/2022 8:38:45 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: 8/11/2022 9:10:07 AM Viewed: 8/11/2022 9:10:17 AM Signed: 8/11/2022 9:12:22 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: 174.246.149.178 Signed using mobile Sent: 8/11/2022 9:12:25 AM Viewed: 8/11/2022 12:17:33 PM Signed: 8/11/2022 12:17:43 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: 47.24.6.135 Sent: 8/11/2022 12:17:45 PM Viewed: 8/11/2022 4:04:18 PM Signed: 8/11/2022 4:04:18 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 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: 47.188.249.181 Sent: 8/11/2022 4:04:20 PM Viewed: 8/11/2022 4:04:46 PM Signed: 8/11/2022 4:09:02 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 590 Signer Events Signature Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/11/2022 4:09:05 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: 8/8/2022 6:40:37 PM ID: e7200bbe-3c17-4ca0-b548-6ce5a168a964 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/11/2022 9:12:25 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: 8/11/2022 4:09:04 PM Viewed: 8/12/2022 12:02:44 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 591 Carbon Copy Events Status Timestamp 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 8/11/2022 9:10:07 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 592 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 593 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. 594 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. 595 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1810,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 Emburse,Inc.,for the continued provision of expense tracking and approval management software in support of the City’s Purchasing Card (PCard)program,and to add travel booking expense tracking and approval management support for the Finance Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 7915 -awarded to Emburse,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 $120,000.00). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™596 City of Denton ______________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 Emburse, Inc., for the continued provision of expense tracking and approval management software in support of the City’s Purchasing Card (PCard) program, and to add travel booking expense tracking and approval management support for the Finance Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7915 – awarded to Emburse, 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 $120,000.00). INFORMATION/BACKGROUND Emburse offers an automated expense management product called Certify. The City of Denton uses the Certify expense tracking and approval management software to facilitate the reconciliation and approval of PCard expenses. The Certify software retains PCard transaction records and receipts that PCard holders reconcile against transaction information provided by the City’s PCard provider, JP Morgan Chase. Reconciled transactions are sent to PCard approvers via the Certify system for expense approval. Travel and expense reporting is managed by the Finance Department through a manual system with limited reporting capabilities. Certify allows the City to improve compliance with the Travel Expense Policy 408.01 while automating the expense reporting process. Certify provides a joint solution for both PCard transactions and travel expenses reducing staff training in implementing software for each program. The Certify software has been used since 2018. On October 30, 2018, Contract #7256 was awarded to Certify Inc., for a three (3) year not-to-exceed amount of $47,900 with the initial start date of February 2019. The contract was automatically extended for year 2. In January of 2021, the contract was amended to reduce the number of expense reports purchased from Certify and at the same time extended the contract through 2023. However, due to the cumulative spend associated with the contract and the continued use of the software an RFP was conducted. Certify participated in the RFP and was selected as the top vendor in the competitive process. Annual rates are based on anticipated volumes of travel and PCard expense report usage. Should actual usage of the software exceed baseline volumes, reallocations based on the higher volumes utilized will be made at the end of each year, thus the inclusion of a contingency amount. The budgeted amount for these City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 597 items is $120,000, and the not-to-exceed amount includes five (5) years of software access with a 10% contingency added for the growth of more license subscriptions. Year 1 Expense Year 2 Expense Year 3 Expense Year 4 Expense Year 5 Expense Software cost per year $18,500 $19,500 $20,500 $21,500 $22,500 5 Year Annual Total $102,500 Contingency for Growth $17,500 Contract 5 Year NTE Total $120,000 Request for Proposals was sent to 350 prospective suppliers, including five (5) Denton firms. In addition, specifications were placed on the Procurement 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 project schedule, compliance with specifications, probable performance, and price. Best and Final Offers (BAFO) were requested from the top firm. Based upon this evaluation, Emburse, Inc. was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 208, 209, 920, and 946 Notifications sent for Solicitation sent in Ionwave: 350 Number of Suppliers that viewed Solicitation in Ionwave: 8 HUB-Historically Underutilized Business Invitations sent out: 34 SBE-Small Business Enterprise Invitations sent out: 144 Responses from Solicitation: 3 RECOMMENDATION Award a contract with Emburse, Inc., for the continued provision of expense tracking and approval management software in support of the City’s Purchasing Card (PCard) program, and to add travel booking expense tracking and approval management support for the Finance 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 $120,000. PRINCIPAL PLACE OF BUSINESS Emburse, Inc. Portland, ME 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 Services operating account 830400.7804. Requisitions will be entered on an as-needed basis. The budgeted amount for this item is $120,000. 598 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: Christopher Moar, 940-349-8174. Legal point of contact: Marcella Lunn at 940-349-8333. 599 Emburse, Inc. (Certify, Inc.)Apptricity Corporation Carahsoft Technology Corporation Portland, ME Irving, TX Reston, VA Line #Description Unit Unit Unit 1 Total reoccurring annual cost for proposed system $18,500.00 $16,500.00 $50,724.00 $18,500.00 Item #Scoring Criteria Emburse, Inc. (Certify, Inc.)Apptricity Corporation Carahsoft Technology Corporation 1 Project Schedule/Workplan - 20%18.00 15.00 13.00 2 Compliance to Specs and Understanding the Needs of the City - 30%30.00 25.50 24.00 3 Experience, Qualifications and Probable Performance - 20%17.00 16.00 16.00 4 Price / Total Annual Reoccurring Cost - 30%26.76 30.00 9.76 91.76 86.50 62.76 SECTION A: ANNUAL SYSTEM PRICING Exhibit 2 RFP 7915 - Pricing Evaluation for Pcard Expense Software Total Score: Evaluation Total: Respondent's Business Name: Principal Place of Business (City and State): 600 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH EMBURSE, INC., FOR THE CONTINUED PROVISION OF EXPENSE TRACKING AND APPROVAL MANAGEMENT SOFTWARE IN CARD (PCARD) PROGRAM, AND TO ADD TRAVEL BOOKING EXPENSE TRACKING AND APPROVAL MANAGEMENT SUPPORT FOR THE FINANCE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7915 AWARDED TO EMBURSE, 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 $120,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the continued provision of expense tracking and approval management software in sup Purchasing Card (PCard) program, and to add travel booking expense tracking and approval management support for the Finance 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 function; 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 t 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 7915 Emburse, Inc. $120,000.00 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 601 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 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR 602 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 603 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E PCard Travel Expense Software RFP Yes Cori Power 7915 604 Contract # 7915 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND EMBURSE, INC. (CONTRACT 7915) THIS CONTRACT is made and entered into this date ______________________, by and between Emburse, Inc., a Delaware corporation, whose address is 320 Cumberland Ave, Portland, ME 04101, 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 #7915 – PCard Expense Software, 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 7915 (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 Pricing and Emburse Terms and Conditions (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 2271 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: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 605 Contract # 7915 Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign- Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 606 Contract # 7915 headquartered in China, Iran, North Korea, Russia, or other designated country. 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: ______________________________ SARA HENSLEY CITY MANAGER 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: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 2022-916136 207-798-9174 nord.samuelson@emburse.com Nord Samuelson President Technology Services Leisha Meine Chief Technology Officer 607 Contract # 7915 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $120,000.00. 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, with the option for four (4) one-year renewals, 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 twelve (12) months. 4. Price Escalation and De-escalation Emburse may increase the Subscription Fees on each anniversary of the Subscription Term, provided that such increase will not exceed five percent (5%). Emburse may increase fees if City elects to reduce the usage/volume of the Service during the Term. Any reduction will be documented in an Order Addendum. The escalation will be determined annually at the renewal date. 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. 5. Omitted. DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 608 Contract # 7915 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 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 services 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. Omitted. 4. Omitted. 5. Omitted. 6. Omitted. 7. Omitted. 8. Omitted. 9. Omitted. 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 . DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 609 Contract # 7915 i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release upon each renewal of Subscription Term. 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. Omitted 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: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 610 Contract # 7915 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. Omitted. 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. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation. 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. Omitted. 16. Omitted. 17. RIGHT TO AUDIT: A. The City shall have the right to audit, no more than once annually, 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. DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 611 Contract # 7915 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 electronically. 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. City hereby grants Contractor general authorization to appoint Subcontractors, which general authorization Contractor may flow down to Subcontractors. A list of Subcontractors by name as of the Effective Date of the Agreement is available upon request. Contractor may add or delete the listed Subcontractors with prior notice to City. 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 the City 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 DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 612 Contract # 7915 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. Omitted. 21. Certify Warranty. Certify warrants that the Certify Service will perform substantially in accordance with the Documentation during the Term of this Agreement (the "Limited Warranty"). In the event of a breach of the Limited Warranty, Certify's entire liability and Client’s exclusive remedy shall be, at Certify's option, either (a) correction of the Certify Service so that it performs substantially in accordance with the Documentation, or (b) return to Client the Fees actually paid by it for the prior twelve (12) months immediately preceding Client’s written notice to Certify specifying the breach of the Limited Warranty in detail, and cancellation of its subscription and this Agreement. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided to the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. Omitted. DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 613 Contract # 7915 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 material 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 material 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.Omitted. 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. DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 614 Contract # 7915 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, gross 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, THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS 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: Contractor will, at its own cost, maintain insurance coverage of the types and in the amounts listed below with carriers who have no less than an A.M. Best Financial Rating of A. Such insurance shall be maintained in force at all times during the Subscription Term of the Service. Contractor shall provide a copy of the most current certificate of insurance to City in no more than ten (10) days after receipt of written request. Contractor agrees that the insurance listed will not be cancelled, non-renewed or the limits of coverage materially reduced unless it is to be replaced by coverage of like kind and substance. 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. DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 615 Contract # 7915 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, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 616 Contract # 7915 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 DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 617 Contract # 7915 Contractor shall, at its sole expense, defend, indemnify, the City 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 including all intellectual property rights, in and to City’s data, City’s Confidential Information, software or materials, each that are created by City independently and without reference to the Contractor’s property. 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 DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 618 Contract # 7915 securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall 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 DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 619 Contract # 7915 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 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 DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 620 Contract # 7915 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) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas 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: DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 621 Contract # 7915 The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (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. DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 622 Contract # 7915 D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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 DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 623 Contract # 7915 Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and 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: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 624 Contract # 7915 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. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 625 Contract # 7915 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] Omitted [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). DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 626 Contract # 7915 [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. [ ] Omitted. [ ] Omitted. [ ] Omitted. [ ] 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: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 627 Contract # 7915 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: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 628 Contract # 7915 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: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 629 Contract # 7915 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: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 630 Contract # 7915 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: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 631 Contract # 7915 Exhibit F Contractor’s Pricing/Emburse Terms and Conditions DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 632 Page 1 of 8 Exhibit F Emburse Terms and Conditions These Terms and Conditions (the “T&Cs”), together with the other Agreements (defined below), govern Customer’s use and the delivery of services or solutions by Emburse, Inc. or any its Affiliates (referred to collectively herein as “Emburse”) and further detailed in the Order Form or Documentation (collectively the "Service"). Customer agrees that Customer’s subscription to the Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Emburse regarding future functionality or features. 1. Grant of Rights and Usage. 1.1 Subject to the terms of the Agreements, Emburse hereby grants to Customer a non-sublicensable, non-transferable (except as provided in the T&Cs), non-exclusive right to access and use the Service, in accordance with the Documentation, and solely for Customer’s and its Affiliates’ internal business operations. 1.2 Customer may permit Authorized Users to use the Service. Usage is limited to the Usage Metrics and volumes stated in the Order Form(s). Customer is responsible for all activity by its Authorized Users and will not permit User IDs to be used by more than one (1) individual. Emburse reserves the right to suspend or terminate any Authorized User which it reasonably determines may have been used for an unauthorized purpose, subject to prompt notice by Emburse of such suspension or termination. a. Customer shall ensure that each Authorized User complies with the following requirements: (a) is at least eighteen (18) years of age; (b) is registered under the individual’s legal name; (c) is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; (d) is not listed on any U.S. Government list of prohibited or restricted parties; and (e) accounts or payment methods registered in the Authorized Users account is owned by such user, is issued in such users name, and is in good standing. b. Each Authorized User must register for a user account using accurate and complete information. Customer shall ensure that such account information is regularly updated by the Authorized Users. Customer will promptly notify Emburse if a payment method associated with a user account is canceled (e.g., for loss or theft). Customer is responsible for ensuring that all Authorized Users are eligible to use the Service. Subject to the laws of the State of Texas and without waving any applicable immunity, Customer is responsible for any charges and damages arising from use by ineligible Authorized Users. c. Customer shall be responsible for resolving all disputes with Authorized Users regarding use of the Service. Customer will reasonably cooperate with Emburse to recover funds credited to Customer or an Authorized User in error, as applicable to the Service. Customer and its Authorized Users are responsible for all instructions provided to Emburse and any results therefrom with respect to return of such funds. 1.3 Customer shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and will promptly notify Emburse of any actual or suspected unauthorized use of the Service, a user’s account, or registration information; (ii) report to Emburse promptly and use reasonable efforts to stop any unauthorized copying or distribution of Content; and (ii) comply with all applicable laws, rules and regulations when using the Service. 1.4 Customer hereby grants Emburse a non-exclusive, non-transferable (other than as set forth in the Agreements), worldwide right to use the Customer Data as follows: (i) as necessary for the limited purpose of performing the Service, (ii) as permitted or required by applicable law, and (iii) to create anonymized data or to combine with other data sources to create aggregate data provided such information does not identify Customer or a specific individual as the source of such data (collectively “Analyses”). 1.5 Authorized Users may access certain Services through mobile applications obtained from third-party websites such as the Android or Apple app store. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of the Agreements. 2. Restrictions Customer will not without prior written consent of Emburse: (a) access or copy any Content or data or information of other Service users; (b) harvest, collect, gather or assemble information or data regarding other users without their written consent; (c) disassemble, decompile, reverse-engineer, copy, translate or make derivative works of the Service, Documentation, or Content; (d) transmit or upload any content or data that is unlawful, infringes any intellectual property rights, or contains any DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 633 Page 2 of 8 Malicious Code; (e) knowingly interfere with or disrupt the integrity or performance of the Service or the Content; (f) harass or interfere with another customer's use and enjoyment of the Service; (g) circumvent or endanger the operation or security of the Service; (h) use the Service for the benefit of a third party (other than the Authorized Users), for timesharing or to operate a service bureau; (i) create Internet "links" to or from the Service; (j) remove, cover, alter or obfuscate any logos, trademarks, internet links, confidentiality or proprietary rights notices, or any other notices or markings placed on or displayed by Service or the Documentation; (k) access the Service for purposes of: monitoring its availability, performing any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan, or any benchmarking or competitive services; or (l) otherwise use the Service in any manner that exceeds the scope of use permitted under the T&Cs. 3. Ownership 3.1 Emburse. Emburse, its Affiliates, or its suppliers or licensors retain all right, title and interest, including all intellectual property rights, in and to the following: (i) the Service, Documentation, the Content , and all other software, materials, formats, interfaces, information, content and proprietary information and technology used by Emburse or provided to Customer in connection with the Service, (ii) all ideas, know-how, and techniques that may be developed, conceived, or invented by Emburse or its Affiliates during its performance under the Agreements (exclusive of any Customer Data and/or Customer Confidential Information), (iii) any and all suggestions, ideas, enhancement requests, feedback, recommendations made by Customer in connection with any present or future Emburse product or service, (iv) any and all Analyses, and (iv) the logos, trademarks, and product and service names associated with the Service, Emburse or otherwise contained on any Emburse website, (all of the foregoing being referred to herein collectively as, the "Emburse Property"). Except as otherwise expressly authorized herein or by Emburse in writing, the non-exclusive use rights set forth in the T&Cs are the entirety of Customer’s rights in connection with the Emburse Property. 3.2 Customer. Customer owns and retains all right, title, and interest, including all intellectual property rights, in and to the Customer Data, Customer’s Confidential Information, software or materials, each that are created by Customer independently and without reference to the Emburse Property. Except as otherwise expressly authorized herein or by Customer in writing, the non-exclusive use rights set forth in the T&Cs are the entirety of Emburse’s rights in connection with the Customer Data. 4. Emburse Responsibilities 4.1 Emburse will provide access to, and support for, the Service as described in the Agreements, including the Documentation. Notwithstanding anything in the Agreements to the contrary, Emburse may from time to time effect reasonable modification to the Service and/or the Documentation applicable for each service ordered hereunder, without Customer’s prior consent, provided that any such modification does not reduce the service level commitments, security or the overall level of beneficial service provided to Customer immediately prior to such modification. Any such updates are in the sole discretion of Emburse. 4.2 Emburse has implemented and will maintain reasonable and appropriate security measures as set forth in the Documentation that is based on applicable industry best practices. As a data processor, Emburse will secure Personal Data processed in the Service in accordance with applicable data protection laws. If the parties deem applicable and enter into the Emburse Data Processing Agreement (“DPA”), the DPA shall be hereby incorporated in the T&Cs by reference to the extent required by applicable law, including the General Data Protection Regulation (GDPR) and California Consumer Privacy Act (“CCPA”). Emburse uses subprocessors for various functions and provision of the Service, which are available upon request. 5. Customer and Personal Data 5.1 Customer is solely responsible for providing and ensuring that all Customer Data required for the proper operation of the Service is complete and accurate. Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws. 5.2 During the Subscription Term, Customer can access its Customer Data at any time through the Service. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case Emburse and Customer will find a reasonable method to allow Customer access to Customer Data. At the end of the Subscription Term and in accordance with Section 12.3, Emburse will delete the Customer Data remaining on servers hosting the Service, unless applicable law requires retention; provided however, Emburse will retain Customer Data for30 days after the end of the Subscription Term and Customer will retain access rights in accordance with this Agreement. Retained Customer Data is subject to the confidentiality provisions of the Agreements. 6. Fees and Payment 6.1 Except as otherwise expressly set forth in the applicable Order Form, Customer will pay each accurate invoice within thirty (30) days after receipt of the invoice . All fees and other charges shall be paid to Emburse in United States dollars or such currency specified in the Order Form. If travel is requested by Customer or required for Services provided on-site at a Customer location, Customer will pay all reasonable and pre-approved expenses associated with such travel, subject to Emburse’s then- DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 634 Page 3 of 8 current travel policy. If Customer specifies in an Order Form that it is issuing a purchase order for such Order Form, then Emburse will reference the applicable Customer purchase order number on its invoices so long as Customer provides the purchase order number at least five (5) business days prior to the date of the applicable invoice. Except as otherwise specifically provided in the T&CS, all payment obligations are non-cancelable and all amounts paid are nonrefundable. 6.2 Fees due under the Agreements do not include taxes, levies, or duties (“Taxes”) imposed by taxing authorities, all of which will be for Customer’s account. 6.3 If, at any time, Customer is delinquent in the payment of any fees due hereunder, Emburse may notify Customer in writing of such breach and, in such case, Customer will have thirty (30) days from such written notice to cure the breach. If Customer fails to cure such breach within such 30-day period, then Emburse may suspend the Service in its sole discretion and without prejudice to its other rights until such fees are paid in full. Emburse reserves the right to impose a reconnection fee in the event the Service is suspended and Customer thereafter requests access to the Service. Late payments hereunder will accrue interest beginning as of the due date at the rate of one and one-half percent per month or the highest rate allowed by applicable law, whichever is lower. Customer will be subject to payment of collection fees related thereto. 7. Warranties 7.1 Emburse and Customer each hereby represents and warrants to the other that: (a) it has the authority to enter into the Agreements and to perform its obligations under the Agreements; and (b) it will comply with all laws and regulations applicable to it in connection with: (i) in the case of Emburse, the operation of its business as it relates to the Service, and (ii) in the case of Customer, the Customer Data and Customer’s use of the Service. 7.2 Emburse warrants that, during the term of the Agreements, the Service provided hereunder: (a) will be performed: (i) in a professional manner consistent with generally accepted industry standards reasonably applicable to the provision of the Service; and (ii) substantially in accordance with the Documentation relating to the configuration, operation, support, and use of the Service that are provided to Customer under the Agreements, as reasonably updated from time to time; and (b) does not contain any disabling code (defined as computer code designed to interfere with the normal operation of the Service) or any program routine, device or other undisclosed feature (including but not limited to, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, trojan horse, or trap door) which is designed to delete, disable, deactivate, interfere with or otherwise harm the Service or Customer Data. Customer’s sole and exclusive remedies and Emburse’s entire liability for a breach of the warranties in (a) above will be the re-performance of the deficient Service, and, if Emburse fails to re-perform, Customer may terminate its subscription to the affected Service with a prorated refund for the unused Services, upon notice received within three (3) months of such failure to re-perform. 7.3 Emburse warrant s that it will maintain the average monthly system availability for the Service as set forth in the Documentation (“SLA”). Customer’s sole and exclusive remedy for a breach of the SLA is the issuance of a credit or termination as described in the SLA. 7.4 Emburse warrants that it shall at all times provide and maintain sufficient physical and electronic security for the Service in accordance with commercially reasonable industry standards, including, without limitation, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Authorized Users). 7.5 At least annually and at no expense to Customer, Emburse will review its operations and procedures relating to its operations center applicable to providing the Service to Customer, including its security and compliance programs, which review will be by a qualified independent third party in accordance with the current SOC 1 auditing standards or such other standards as determined by Emburse. Following Customer’s request, Emburse will provide Customer with copies of documentation relevant to such review to the extent permitted by law and subject to applicable regulatory restrictions and confidentiality obligations. To the extent Emburse processes cardholder data, Emburse will comply with the Payment Card Industry Data Security Standards (“PCI DSS”). 8. Limitation of Warranty The warranties in sections 7.2 and 7.3 will not apply if the Service is not used in accordance with the Agreements or the Documentation or any non-conformity is caused by Customer. THE EXPRESS WARRANTIES SET FORTH IN THE T&CS ARE THE SOLE WARRANTIES PROVIDED BY EMBURSE HEREUNDER. EMBURSE SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICE OR ANY OTHER ITEMS OR SERVICES COVERED BY OR FURNISHED UNDER THE AGREEMENTS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, OR (III) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. EMBURSE DOES NOT WARRANT THAT ANY ITEMS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. 9. LIMITATION OF LIABILITY EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 2, 10.1, 10.3 AND 11 OR FOR FRAUD OR WILFUL MISCONDUCT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 635 Page 4 of 8 INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENTS UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, CLAIMS SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA, OR LOST PROFITS, AND DAMAGES THAT RESULT FROM INCONVENIENCE, OR LOSS OF USE OF ANY INFORMATION OR DATA OF THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED HEREIN. EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 2, 10.1, 10.3 AND 11 OR FOR FRAUD OR WILFUL MISCONDUCT, OR AMOUNTS OWED HEREUNDER, EACH PARTY'S AGGREGATE LIABILITY UNDER THE AGREEMENTS, FOR WHATEVER CAUSE, WHETHER IN AN ACTION IN CONTRACT OR IN TORT OR OTHERWISE, WILL BE LIMITED TO GENERAL MONEY DAMAGES AND SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE OF ALL FEES ACCRUED HEREUNDER BY CUSTOMER TO EMBURSE FOR THE APPLICABLE SERVICE DIRECTLY CAUSING THE DAMAGE DURING THE TWELVE MONTH PERIOD PRECEDING THE TIME THAT THE CLAIM AROSE (BUT NOT LESS THAN THE AMOUNT OF BASE FEES DUE DURING THE FIRST YEAR AFTER THE EFFECTIVE DATE). FOR LIABILITY ARISING UNDER SECTION 10.2, EMBURSE’S AGGREGATE LIABILITY UNDER THE AGREEMENTS, FOR WHATEVER CAUSE, WHETHER IN AN ACTION IN CONTRACT OR IN TORT OR OTHERWISE, WILL BE LIMITED TO GENERAL MONEY DAMAGES AND SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THREE (3)THE AGGREGATE OF ALL FEES ACCRUED HEREUNDER BY CUSTOMER TO EMBURSE FOR THE APPLICABLE SERVICE DIRECTLY CAUSING THE DAMAGE DURING THE TWELVE MONTH PERIOD PRECEDING THE TIME THAT THE CLAIM AROSE (BUT NOT LESS THAN THE AMOUNT OF BASE FEES DUE DURING THE FIRST YEAR AFTER THE EFFECTIVE DATE). 10. Indemnification 10.1 Subject to the terms of the Agreements, Emburse shall defend and indemnify Customer, its Affiliates, and their employees, agents, successors and assigns from and against any and all loss, damage, liability, and expense arising from any claim brought against any such indemnified party by a third party (each a “Claim): to the extent alleging that the Service, as provided by Emburse and used in accordance with the terms of the Agreements, infringes upon any valid patent, copyright, trademark, trade secret, or other proprietary right of such third party. Notwithstanding the above, Emburse shall have no liability for any infringement claim to the extent such claim: (i) pertains to any Emburse Property that has been altered or modified without Emburse’s prior written approval; or (ii) is based on use of the Service in conjunction with any item not provided by Emburse or authorized by Emburse in writing, unless such use is shown to constitute the infringement when not used in conjunction with the item not provided by Emburse. 10.2 Subject to the terms of the Agreements, Emburse shall defend and indemnify Customer, its Affiliates, and their employees, agents, successors and assigns from and against (a) any Claim to the extent based on a breach of Section 7.4 that results in the unauthorized disclosure of Confidential Information or Personal Data to a third party (a “Data Breach”) and (b) any reasonable costs and expenses incurred by Customer in remediating the Data Breach in accordance with applicable Data Protection Law. 10.3 For any indemnifiable claim described in this Section 10: (a) the indemnifying party shall have the sole responsibility, at its expense, to defend and, at its sole discretion, to settle any such claim, provided that, if any settlement requires a non-monetary obligation of an indemnified party (other than ceasing use of the Service), then such settlement shall require the indemnified party’s prior written consent, which consent will not be unreasonably withheld; and (b) the indemnified party shall provide prompt written notice of such claim and reasonably cooperates with indemnifying party (at indemnifying party’s expense) in the defense or settlement of such Claim. 10.4 If, in the event of an indemnifiable infringement claim as set forth in Section 10.1 above, the Service is held to infringe any valid patent, copyright, trademark, trade secret, or other proprietary right of such third party, or in Emburse’s opinion is likely to infringe any valid patent, copyright, trademark, trade secret, or other proprietary right of such third party, then, in addition to its obligations set forth in Section 10.1 above, Emburse shall, at its option and in its sole discretion, either: (a) procure for Customer the right to continue using the Service in accordance with its rights under the Agreements; (b) replace or modify the Service with a substantially equivalent service that does not infringe any valid patent, copyright, trademark, trade secret, or other proprietary right of such third party; or (c) if Emburse is unable to provide one of the foregoing remedies under reasonable terms, or otherwise determines that such remedies are or become economically impractical, then Emburse may terminate the Agreements by providing written notice thereof to Customer, without further obligation by either party, except that (i) Customer shall be entitled to, and Emburse shall pay Customer, a refund equal to the pro-rata amount of any unused pre-paid fees for the Service paid by Customer as of the effective date of such termination; and (ii) Emburse’s indemnity obligations under Section 10.1 above apply. 11. Confidentiality DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 636 Page 5 of 8 11.1 During the Term of the Agreements, each party may have access to certain Confidential Information of the other party, which value would be impaired if such information were disclosed to third parties ("Confidential Information"). Confidential Information means any information marked or otherwise identified as confidential at the time of disclosure. With respect to Emburse, Confidential Information shall include, without limitation, the Service and the Documentation. 11.2 During the Term (as defined in Section 13.1 below) and for three (3) years thereafter, the receiving party hereunder shall not use or otherwise disclose any Confidential Information of the disclosing party to a third party without the prior written consent of the disclosing party, except that: (a) the receiving party may disclose the Confidential Information of the disclosing party to its third party advisers (e.g., auditors or attorneys) who have need to know such Confidential Information in performing services on the receiving party’s behalf and under terms consistent with the confidentiality and non-use in the Agreements; and (b) Emburse may use or disclose such information solely as required to provide the Service or as otherwise authorized by Customer. In addition, each party agrees to take reasonable measures to protect the other party’s Confidential Information and to ensure that such Confidential Information is not disclosed, distributed, or used in violation of the provisions of the Agreements (which measures shall be no less than that which a reasonable person would take with respect to like confidential, proprietary, or trade secret information). Notwithstanding anything to the contrary, the obligations of the receiving party set forth in this Section 11 shall not apply to any information of the disclosing party that: (i) is or becomes a part of the public domain through no wrongful act of the receiving party; (ii) was in the receiving party’s possession free of any obligation of confidentiality at the time of the disclosing party’s communication thereof to the receiving party; (iii) is developed by the receiving party completely independent from the Confidential Information of the disclosing party; or (iv) is required by law or regulation to be disclosed, but only to the extent and for the purpose of such required disclosure after providing the disclosing party with advance written notice, if reasonably possible, such that the disclosing party is afforded an opportunity to contest the disclosure or seek an appropriate protective order. Emburse 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 Emburse to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by Emburse 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. 11.3 In the event of a breach of this Section, the parties agree that the non-breaching party will suffer irreparable harm and the total amount of monetary damages for any injury to the non-breaching party will be impossible to calculate and would therefore be an inadequate remedy. Accordingly, the parties agree that the non-breaching party shall be entitled to seek temporary, preliminary and permanent injunctive relief against the breaching party without posting bond, in addition to such other rights and remedies to which it may be entitled at law or in equity. Intentionally Deleted 12. General. 12.1 Relationship of the Parties; Independent Contractors. In making and performing under the Agreements, the parties are acting and shall act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal representative, joint venturer, or partner of the other party for any purpose. Neither party shall have any authority to act for or to bind the other party in any respect, except as otherwise expressly provided in the Agreements. Emburse’s personnel shall not be considered employees of Customer, and shall not be entitled to participate in, or receive benefits under, any of Customer’s employee benefit or welfare plans. 12.2 Assignment. The Agreements may not be assigned or transferred by either party without the prior written consent of the other party, which permission shall not be unreasonably withheld. Any attempted assignment without such consent will be void. Notwithstanding the foregoing, either party may assign its rights and obligations under the Agreements, in whole but not in part, without the other party’s permission, in connection with any merger, consolidation, sale of all or substantially all of such assigning party’s assets, or any other similar transaction; provided, that the assignee: (a) provides prompt written notice of such assignment to the non-assigning party; (b) is capable of fully performing the obligations of the assignor under the Agreements; and (c) agrees in writing to be bound by the terms and conditions of the Agreements. The Agreements are binding on the parties hereto and their respective successors and permitted assigns. 12.3 Notices. Notices shall be in writing and will be deemed given when delivered in person, or when sent via electronic communication with confirmation or overnight courier with confirmed delivery, with a copy to legaldept@emburse.com. The respective addresses of the parties for notice are set forth on the Order Form. Either party may change its notice address upon written notice to the other party. 12.4 Waiver and Severability. A waiver of any breach of the Agreements is not deemed a waiver of any other breach. If any provision of the Agreements is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreements. 12.5 Governing Law and Venue. Any action related to the Agreements shall be governed by and construed in accordance with the applicable law identified below (without reference to its principals of conflict of laws), as determined DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 637 Page 6 of 8 by Customer’s domicile. The parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, the jurisdiction identified below. If Customer is domiciled in: The governing law is: The courts having exclusive jurisdiction are: Australia New South Wales Australia A country in Asia or the Pacific region, other than Japan Singapore Singapore North, Central or South America or the Caribbean State of Texas and controlling United States federal law Denton County, Texas U.S.A. Europe, other than Ireland and the UK Germany Germany Ireland, UK, the Middle East or Africa England and Wales England Japan Japan Tokyo, Japan 12.6 Publicity. Neither party shall use the name of the other party in publicity activities without the prior written consent of the other. 12.7 Export Compliance. Emburse Confidential Information is subject to export control laws of various countries, including the laws of the United States. Customer will not submit Emburse Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export Emburse Confidential Information to countries, persons, or entities if prohibited by export laws. 12.8 Force Majeure. If a party’s performance of any of its obligations (other than payment of Fees) pursuant to the Agreements is delayed or prevented by any cause beyond a party’s reasonable control, including without limitation fire, flood, earthquake, extreme adverse weather, strike, civil disorders, government or military authority action, act or war or terrorism, act of God, pandemic or other similar causes (each, a “Force Majeure Event”), then such party shall be excused for such delay or non-performance, as applicable, of those obligations affected by the Force Majeure Event for as long as the Force Majeure Event continues. Such party shall use commercially reasonable efforts to recommence performance as soon as reasonably practicable. 12.9 Entire Agreements. The Agreements constitute the complete and exclusive statement of the agreement between Emburse and Customer in connection with the parties’ business relationship related to the subject matter of the Agreements. All previous representation, discussions, and writing (including any confidentiality agreement) are merged in and superseded by the Agreements. The Agreements may only be modified in writing signed by both parties, except as permitted under Section 4.1. 12.10 Counterparts and Signatures. The Agreements may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together as one instrument. Electronic signatures that comply with applicable law are deemed original signatures. 13. Definitions. DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 638 Page 7 of 8 In addition to those terms defined elsewhere in the Agreements, the following words and phrases in initial capital letters shall have the meanings set forth below: 13.1 “Affiliate” means each legal entity (other than non-operating holding companies) that is controlled by, or is under common control with Emburse or Customer, as the case may be, on or after the Effective Date and for so long as such entity remains controlled by, or is under common control with Emburse or Customer, as applicable, (where “controls,” in its various forms herein, means the ownership of, or the power to vote, directly or indirectly, a majority of any class of voting securities of a corporation or limited liability company, or the ownership of any general partnership interest in any general or limited partnership). 13.2 “Agreement” means individually and “Agreements” mean collectively, the Order Form and the following documents located at the link referenced below, each as may be amended or supplemented from time to time by Emburse: (a) T&Cs (b) Documentation (c) Support for Emburse Services (https://emburse.com/assets/pdfs/order-forms-terms-and-conditions/2022- q2/2022-apr-01/2020_jun_10_support.pdf) (d) Service Level Agreements for Emburse Services (https://emburse.com/assets/pdfs/order-forms-terms-and- conditions/2022-q2/2022-apr-01/2022_mar_10_sla.pdf) (e) Service Guide (f) DPA, if entered into by the parties. 13.3 “Authorized User” means any individual to whom Customer or its Affiliates grants access authorization to use the Service, including without limitation an employee, agent, contractor, partner, shareholder, or representative, provided any such Authorized User is not a competitor of Emburse. 13.4 "Content" means all content, excluding Customer Data, located on or contained in the Emburse website, or any other website owned or controlled by Emburse, and any information, documents, reports, benchmarks or similar items contained in or made available to Customer in the course of using the Services, other than the Service itself or Customer Data. 13.5 “Customer” means the legal entity identified in the Order Form. 13.6 "Customer Data" means any content, materials, data, and information specific to Customer or its Authorized Users that is entered into the Service by or on behalf of Customer or that Customer derives from its use of and stores in the Service (e.g. Customer-specific reports). Customer Data and its derivatives will not include Emburse’s Confidential Information. 13.7 "Documentation" means the materials provided to Customer describing the functionality, use, and operation of the Service, including without limitation online materials, specifications or forms. 13.8 “Effective Date” of the Agreements means the date of Customer’s execution of the initial Order Form and any Order Form Effective Date thereafter shall mean an extension to the Subscription Term. 13.9 “Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including for example, viruses, worms, time bombs, and Trojan horses. 13.10 “Order Form” means the written ordering document for the Service that references these Terms and Conditions. 13.11 "Password" means the unique password assigned to each Authorized User for access to the Service. 13.12 “Personal Data” any information that Emburse processes on Customer’s behalf that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable natural person or household. 13.13 "Service" means any subscription-based, hosted, supported and operated on-demand solution provided by Emburse under an Order Form and described in the Documentation. 13.14 “Subscription Term” means the term of a Service subscription identified in the initial Order Form, including all Subscription Term renewals thereafter (if applicable). 13.15 “Usage Metrics” means the standard of measurement for determining the permitted use and calculating the fees due for the Service as set forth in an Order Form. 13.16 “User ID” means the unique credentials created and assigned to each Authorized User for the purpose of accessing and utilizing the Service in accordance with the Agreements. DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 639 Quote # Q-33478-1 ORDER FORM Emburse, Inc. 320 Cumberland Avenue Portland, ME 04101 United States Customer Information Customer Name: City of Denton Offer Expiration Date: Order Effective Date: 8/31/2022 9/1/2022 Billing Address: 215 E McKinney St Denton, Texas 76201-4299 United States Shipping Address: 215 E McKinney St Denton, Texas 76201-4299 United States Attention: Brittany Miller Attention: Brittany Miller Phone: (940) 349-7490 Phone: (940) 349-7490 Email: brittany.miller@cityofdenton.com Email: brittany.miller@cityofdenton.com Contract Information Initial Term (months): 12 Initial Payment Terms: Net 30 Renewal Term (months): 12 Renewal Payment Terms: Net 30 Automatic Renewal: Yes, unless 90 days' notice provided Payment Method: ACH Billing Start Date: Order Effective Date Tax Exempt: No Product Suite: Certify Product Billing Period Quantity (per Billing Period) Fee (per unit) Subscription Fees Expense - Enterprise Reports Annual 3,600 USD 3.75 USD 13,500.00 Travel - Amtrav Annual 500 USD 10.00 USD 5,000.00 Other Services - Credit Card Integration Annual 1 USD 0.00 USD 0.00 Other Services - Custom Accounting Feed Annual 1 USD 0.00 USD 0.00 Other Services - GL Dimension Sync Annual 1 USD 0.00 USD 0.00 Additional Services Ordered (one-time services) Product Service Ordered Set Up Fee TRAVEL Setup Services - AmTrav USD 1,000.00 Implementation fees will be invoiced on a one-time basis on the Order Effective Date. DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 640 Quote # Q-33478-1 Order Terms General: This Order Form as issued by Emburse is an offer by Emburse. When signed and returned to Emburse by Customer, it becomes a binding agreement for the Services listed on this Order Form. Terms and Conditions: This Order Form (“Order Form”) along with the Emburse Terms and Conditions (the "T&Cs”) as negotiated between the parties is incorporated into the agreement negotiated by and between City of Denton, Texas and Emburse Inc., including Exhibits A to G (CONTRACT # 7915) ("Agreement"). The Quantity Per Billing Period of Subscription Products specified on this Order Form is the minimum quantity that the Customer is ordering and agrees to pay for through the full duration of the Initial Term specified above. This quantity may not be changed except pursuant to an amendment to this Order Form executed in accordance with the T&Cs. During the Term, the then current Quantity of any Service may only be reduced by providing written notice to cancelorder@emburse.com at least 90 days prior to the end of the then current term. The new quantity will be effective on the next Renewal Term. Customer’s use of the Service is subject to the Agreement and the Quantity identified in the tables above. Any use of the Service that exceeds the Quantity ordered above will be subject to the Overage Fee identified above OR the Fee (per unit) for such Service for each excess use. Such fees accrue from the date the excess use begins and, unless otherwise agreed in this Order Form/Addendum, will be invoiced in arrears at the end of each Billing Period. Special Terms Notwithstanding anything to the contrary contained in the Agreement Travel: To the extent ordered by Customer above, access to the Emburse Travel service is subject to a fee of $29.00 for each travel booking done through a live agent call-in service. This additional fulfillment or travel agent fees is levied by the Travel Management Company to Customer directly. Travel Transaction is defined as a trip booked online using the Certify travel Online Booking Engine that contains any combination of air, car, hotel, and/or rail segments booked at any time on the same itinerary, per traveler included in the booking. Special Terms The parties agree that the following terms shall amend or supersede the provisions of the T&C’s and/or this Order Form as expressly identified below. 1. Parties agree to terminate the Certify Pricing Proposal and Certify Terms of Use Agreement signed between the parties on October 30, 2018 and replace it with the City of Denton Contract 7915 as specified above. The old Subscription Term with a Quarterly Billing Period shall end on 08/31/2022 and the new Subscription Term will commence on 9/1/2022 per the terms of this Order Form. 2. Customer agrees to be metered monthly for the month of August 2022, and Emburse shall invoice Customer at the end of the said month for 300 Expense-Enterprise Reports, plus any Reports used in excess of 300 Reports @ USD 4.00 per report. 3. No auto-renewal: The Agreement will commence on the Order Effective Date and will continue for the Subscription Term specified in the Order Form Addendum. Following completion of the Subscription Term, the Services may be renewed for the period specified in the Order Form Addendum (each a “Renewal Term”) upon written notice from Customer no later than 30 days prior to the end of the Subscription Term as applicable. (Signature page follows) DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 641 Quote # Q-33478-1 AGREED AND ACCEPTED. CUSTOMER (as specified above) Signature /sig/ Name /name/ Title /title/ Date /date/ DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 642 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 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: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E Emburse, Inc. Exhibit G X X X X X 8/19/2022 643 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E 644 Certificate Of Completion Envelope Id: DD83BF688C4D4EDD89785A2A126CC86E Status: Sent Subject: Please DocuSign: City Council Contract 7915 - PCard Travel Expense Software Source Envelope: Document Pages: 41 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 8/18/2022 9:44:26 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: 8/18/2022 12:55:41 PM Viewed: 8/18/2022 12:55:55 PM Signed: 8/18/2022 12:57:59 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: 8/18/2022 12:58:02 PM Viewed: 8/18/2022 2:00:24 PM Signed: 8/18/2022 2:02:30 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: 47.24.6.135 Sent: 8/18/2022 2:02:33 PM Viewed: 8/18/2022 2:25:19 PM Signed: 8/18/2022 2:30:09 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Garima Thacker garima.thacker@emburse.com Sr. Contracts Manager Emburse Security Level: Email, Account Authentication (None) Completed Using IP Address: 76.176.73.17 Sent: 8/19/2022 3:10:57 PM Viewed: 8/19/2022 3:16:12 PM Signed: 8/19/2022 3:18:36 PM Electronic Record and Signature Disclosure: Accepted: 8/18/2022 3:27:33 PM ID: bc7a3d87-e604-4d7a-beba-6d0fcf379310 645 Signer Events Signature Timestamp Nord Samuelson nord.samuelson@emburse.com President Emburse Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.238.203.46 Sent: 8/18/2022 3:29:38 PM Resent: 8/19/2022 3:18:39 PM Viewed: 8/18/2022 3:50:18 PM Signed: 8/19/2022 4:09:11 PM Electronic Record and Signature Disclosure: Accepted: 8/18/2022 3:50:18 PM ID: f2fb1741-dc88-40e5-833e-3f9cf150051a 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: 198.49.140.10 Sent: 8/19/2022 4:09:15 PM Viewed: 8/22/2022 11:03:47 AM Signed: 8/22/2022 11:06:09 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/22/2022 11:06:14 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: 8/20/2022 3:29:22 PM ID: f896b5df-23b3-4791-b4a3-027712733a78 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 646 Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/18/2022 12:58:03 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Garima Thacker garima.thacker@emburse.com Sr. Contracts Manager Emburse Security Level: Email, Account Authentication (None) Sent: 8/18/2022 3:29:41 PM Viewed: 8/18/2022 5:33:35 PM Electronic Record and Signature Disclosure: Accepted: 8/18/2022 3:27:33 PM ID: bc7a3d87-e604-4d7a-beba-6d0fcf379310 Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/22/2022 11:06:13 AM Viewed: 8/22/2022 12:57:31 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 Chris Moar Christopher.Moar@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/12/2022 10:18:45 AM ID: 729188cd-973a-4ece-aa97-f66056c59436 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/18/2022 12:55:41 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 647 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: Garima Thacker, Nord Samuelson, Rosa Rios, Garima Thacker, Chris Moar 648 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. 649 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. 650 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1833,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 BWI Companies,Inc.,for the supply of landscape and turf fertilizer,insecticides,herbicides,and fungicides for the City of Denton Parks and Recreation Department,for Section A -Herbicide,Section B -Fungicides,Section C -Insecticides/Miticides/Rodenticides,Section D - Organic Products,and Section E -Miscellaneous;providing for the expenditure of funds therefor;and providing an effective date (IFB 8022 -awarded to BWI Companies,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 $244,000.00). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™651 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 BWI Companies, Inc., for the supply of landscape and turf fertilizer, insecticides, herbicides, and fungicides for the City of Denton Parks and Recreation Department, for Section A – Herbicide, Section B – Fungicides, Section C – Insecticides/Miticides/Rodenticides, Section D – Organic Products, and Section E – Miscellaneous; providing for the expenditure of funds therefor; and providing an effective date (IFB 8022 – awarded to BWI Companies, 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 $244,000.00). INFORMATION/BACKGROUND This Invitation for Bid is for products used to maintain landscapes such as fertilizers, insecticides, herbicides, and fungicides on City of Denton properties. The Parks and Recreation Department (PARD) manages approximately 2,000 acres of parks, medians, right-of-ways, athletic fields, public buildings, landscape beds, and other public property. All pesticides listed in the bid are from the approved pesticide list in the recently updated Integrated Pest Management (IPM) program. The product list is intended to provide PARD staff with a selection of tools to combat a variety of insects, weeds, and invasive species. Products are used in compliance with the IPM methodology of pest, site, objective, and threshold evaluation to select the appropriate action for pest management. The use of the products listed on the bid is not definite and should not be assumed. The bid will allow PARD to purchase products and use them as needed. The anticipated cost breakdown is as follows. There is an 8% adjustment for years 2 through 3 in anticipation of potential cost increases. FY 22-23 FY 23-24 FY 24-25 TOTAL BWI INDUSTRIES $75,000.00 $81,000.00 $88,000.00 $244,000.00 Invitation for Bids was sent to 63 prospective suppliers of this item, including four (4) Denton firms. In addition, specifications were placed on the Procurement website for prospective suppliers to download and advertised in the local newspaper. Two (2) bids meeting specifications were received. The lowest bid for Sections A, B, C, D, & E was received by BWI Companies, Inc. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 652 NIGP Code Used for Solicitation: 335 - Fertilizers and Soil Conditioners Notifications sent for Solicitation sent in IonWave: 63 Number of Suppliers that viewed Solicitation in IonWave: 10 HUB-Historically Underutilized Business Invitations sent out: 10 SBE-Small Business Enterprise Invitations sent out: 23 Responses from Solicitation: 2 RECOMMENDATION Award a contract with BWI Companies, Inc., for the supply of landscape and turf fertilizer, insecticides, herbicides, and fungicides for the City of Denton Parks and Recreation Department, Section A – Herbicide, Section B – Fungicides, Section C – Insecticides/Miticides/Rodenticides, Section D – Organic Products, and Section E – Miscellaneous, 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 $244,000. SUSTAINABILITY MEASURES Related Key Focus Area: Safe, Liveable, and Family-Friendly Community Related Goal: 3.2 Make Denton a destination for visitors PRINCIPAL PLACE OF BUSINESS BWI Companies, Inc. Carrollton, 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 from Park Maintenance account 402170.6334 or 402160.6334. Requisitions will be entered on an as-needed basis. The budgeted amount for this item is $244,000. 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: Marshall McGee, 940-349-8430. Legal point of contact: Marcella Lunn at 940-349-8333. 653 Line #Description Mfgr Mfgno QTY UOM Unit Extended Unit Extended 1 2 Celsius WG 10oz *Agency Item. Pricing Determined by Vendor.1 EA $143.33 $143.33 $110.25 $110.25 3 Herbicide, Polaris Brand or Similar 2.5 gal 10 EA $263.02 $2,630.20 $191.92 $1,919.20 4 Certainty 1.25oz 1 EA $133.79 $133.79 $89.35 $89.35 5 Confront 1 gallon 8 EA $123.22 $985.76 6 Dimension 2 EW 2.5 gal *Agency Item. Pricing Determined by Vendor.8 EA $708.75 $5,670.00 $555.45 $4,443.60 7 Cheetah Pro 2.5 gal 30 EA $226.09 $6,782.70 8 Fusilade 1 qt.1 EA $184.28 $184.28 $73.17 $73.17 9 Gallery 75 DF 1lb. *Agency Item. Pricing Determined by Vendor.1 EA $132.53 $132.53 10 Garlon 3A 2.5 gal 1 EA $151.76 $151.76 11 Greenlight Tough Brush Killer 1/2 gal.1 EA 12 Pendulum Non-staining 2.5 gal *Pendulum Aquacap 30 EA $221.66 $6,649.80 $162.79 $4,883.70 13 Primo Maxx 1 gal. *Agency Item. Pricing determined by vendor. 10 EA $314.00 $3,140.00 14 Prodiamine 4L 1 gal.1 EA $282.00 $282.00 $86.96 $86.96 14 ALT1 Resolute 4FL Syngenta 44907 1 EA $86.96 89.96 15 Remedy 1 gal.1 EA $82.20 $82.20 $71.67 $71.67 16 Ronstar Flo 2.5 *Agency Item. Pricing determined by vendor.10 EA $470.20 $4,702.00 17 Scythe 2.5 1 EA $158.16 $158.16 18 Sedghammer 13.5 gm 1 EA $6.44 $6.44 19 Snapshot 50 lb. *Agency Item.40 EA $87.50 $3,500.00 20 Specticle Flo 1 gal.10 EA $1,861.00 $18,610.00 21 Sureguard 5 lb. * Agency Item. Sureguard SC - 64 oz 4 EA $567.50 $2,270.00 22 Surflan AS 2.5 gal 1 EA 23 Tordon 1 qt.1 EA $15.94 $15.94 24 Tribute Total 6 oz. * Agency Item 1 EA $382.00 $382.00 25 28 Banrot 2lb.1 EA $63.95 $63.95 29 Cleary's 336F 1 qt.1 EA $52.20 $52.20 30 Daconil 2.5 gal. * Agency Item. Daconil ZN 1 EA $190.00 $190.00 31 Subdue 1 qt.3 EA $155.30 $465.90 32 33 Acephate 1lb * Martins Surrender Fire Ant - 1 lb 48 EA $11.99 $575.52 $11.36 $545.28 34 Advion 25 lb.10 EA $287.22 $2,872.20 35 Azatin XL 32oz. *Azatin O IGR 1 EA $214.67 $214.67 36 Conserve SC 1qt.1 EA $117.45 $117.45 37 Delta Guard 20lb.1 EA $33.45 $33.45 38 Extinguish 25lb.10 EA $231.34 $2,313.40 $200.77 $2,007.70 39 Horticultural Oil 2.5 gal.1 EA $30.56 $30.56 41 Talstar 1 qt.1 EA $40.06 $40.06 42 Tempo 240ml.2 EA $58.75 $117.50 $47.27 $94.54 SECTION A - HERBICIDE SECTION B - FUNGICIDES SECTION C - INSECTICIDES/MITICIDES/RODENTCIDES No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid Justin Seed Company, Inc.BWI Companies, Inc. Exhibit 2 IFB 8022 - Bid Tabulation for Parkland Maintenance Items No Bid Justin, TX Carrollton, TX Respondent's Business Name: Principal Place of Business (City and State): 654 Line #Description Mfgr Mfgno QTY UOM Unit Extended Unit Extended Justin Seed Company, Inc.BWI Companies, Inc. Exhibit 2 IFB 8022 - Bid Tabulation for Parkland Maintenance Items Justin, TX Carrollton, TX Respondent's Business Name: Principal Place of Business (City and State): 32 43 TREE-age 1qt. * Agency Item 1 EA $487.62 $487.62 44 Avid 1 qt.3 EA $191.28 $573.84 46 Mavrik 1 qt.1 EA $100.24 $100.24 47 Just One Bite Pellet Packs 86 x 1.5 oz 5 EA $49.31 $246.55 48 49 Texas 2 Step 5-1-2 40lb.240 EA $22.87 $5,488.80 49 ALT1 Texas Tea 6-2-4 Maestro-Gro 6-2-4 240 EA $22.87 5,488.80$ 50 Horticultural Vinegar * quoted at 1 gal price*1 EA $7.91 $7.91 53 Corn Gluten Meal 40lb.115 EA $43.36 $4,986.40 56 Molassess Dry 40lb.100 EA $23.95 $2,395.00 57 Molasses - liquid 1 gal.5 EA $7.50 $37.50 58 Orange Oil 1 gal.1 EA $124.11 $124.11 62 Garrett Juice Plus 55 gal.1 EA $453.75 $453.75 67 Bacillus thuringiensis case, case, 100ct.5 EA $14.12 $70.60 73 Neem Oil 1 qt.12 EA $6.39 $76.68 74 75 Blue Spray Dye 2.5 gal 2 EA $117.32 $234.64 $111.09 $222.18 76 Non Ionic Surfactant 1 gal.12 EA $23.37 $280.44 $10.00 $120.00 77 Antifoamer/Defoamer 1 qt.24 EA $24.96 $599.04 $5.71 $137.04 78 Neutralize Tank Cleaner 2lb.12 EA $15.59 $187.08 84 85 42-0-0 w/50%SCU 1.6% FE Trace Package - TON 10 EA $1,690.00 $16,900.00 86 28-3-10 w/50%SCU 3% FE Trace Package - ton 10 EA $1,492.00 $14,920.00 87 46-0-0 Urea - Ton 10 EA $1,180.00 $11,800.00 88 Application Bulk Granules - ton 30 EA $75.00 $2,250.00 $190.00 $5,700.00 89 Additional discount on other items not listed.1 EA 90 Herbicide, Polaris Brand or Similar 2.5 gal 10 EA $263.02 $2,630.20 Total:$69,510.46 $80,658.45 SECTION C - INSECTICIDES/MITICIDES/RODENTCIDES No Bid No Bid No Bid No Bid SECTION D - ORGANIC PRODUCTS SECTION E - MISCELLANEOUS SECTION F - BULK FERTILIZER 3.0% No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid 655 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH BWI COMPANIES, INC., FOR THE SUPPLY OF LANDSCAPE AND TURF FERTILIZER, INSECTICIDES, HERBICIDES, AND FUNGICIDES FOR THE CITY OF DENTON PARKS AND RECREATION DEPARTMENT, FOR SECTION A HERBICIDE, SECTION B FUNGICIDES, SECTION C INSECTICIDES/MITICIDES/RODENTICIDES, SECTION D ORGANIC PRODUCTS, AND SECTION E MISCELLANEOUS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 8022 AWARDED TO BWI COMPANIES, 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 $244,000.00). WHEREAS, the City has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and city ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies, or services as shown in the Bid Proposals submitted therefore; and WHEREAS, this procurement was undertake function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services as described in the Bid Invitations , Bid Proposals , or plans and specifications on file in the Office of the City s Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 8022-Sec. A,B,C,D,E BWI Companies, Inc. $244,000.00 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. 656 SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or their designated representative, is hereby authorized to execute a written contract, which shall be attached hereto; provided that the written contract is 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR 657 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 658 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 6A3FBCAE-BC66-4269-B389-80A02330AAEB IFB 8022 Erica Garcia Yes Parkland Maintenance Items 659 Contract 8022 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND NAME (Contract #8022) THIS CONTRACT is made and entered into this date _______________________, by and between BWI Companies Inc. a Texas Corporation whose address is 1418 Upfield Dr., Carrollton, TX 75006, 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 #8022 Parkland Maintenance, 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 8022 (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 2271 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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott DocuSign Envelope ID: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 660 Contract 8022 energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 661 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 2022-922360 Sara Hensley, City Manager kimgraves@bwicompanies.com Kim Graves Marketing 469-521-0602 Parks and Recreation Director of Parks and Recreation Gary Packan 662 Contract 8022 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% DocuSign Envelope ID: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 663 Contract 8022 limit per year. The Contractor should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6. Total Contract Amount The total contract for Section A,B,C,D & E of IFB 8022, which Section A, B, C, D & E only is awarded by this Contract for the supply of A – HERBICIDE, B – FUNGICIDES, C – INSECTICIDIES/MITICIDES/RODENTCIES, D – ORGANIC PRODCUTS and E - MISCELLANEOUS shall not exceed $244,000.00. 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 664 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 665 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 666 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 667 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 668 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 669 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 670 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 671 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 672 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 673 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 674 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 675 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 676 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 677 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 678 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 679 Contract 8022 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) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas 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, DocuSign Envelope ID: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 680 Contract 8022 or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (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 DocuSign Envelope ID: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 681 Contract 8022 Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 682 Contract 8022 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 683 Contract 8022 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/filinginfo/1295/ 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 684 Line #Description Mfgr Mfgno QTY UOM 1 SECTION A - HERBICIDE 3 Herbicide, Polaris Brand or Similar 2.5 gal 10 EA 4 Certainty 1.25oz 1 EA 5 Confront 1 gallon 8 EA 6 Dimension 2 EW 2.5 gal 8 EA 7 Cheetah Pro 2.5 gal 30 EA 8 Fusilade 1 qt.1 EA 9 Gallery 75 DF 1lb.1 EA 10 Garlon 3A 2.5 gal 1 EA 11 Pendulum Non-staining 2.5 gal 30 EA 13 Prodiamine 4L 1 gal.1 EA 14 Resolute 4FL Syngenta 44907 1 EA 15 Remedy 1 gal.1 EA 17 Scythe 2.5 1 EA 18 Sedghammer 13.5 gm 1 EA 19 Snapshot 50 lb.40 EA 22 Tordon 1 qt.1 EA 24 SECTION B - FUNGICIDES 25 Banrot 2lb.1 EA 26 Cleary's 336F 1 qt.1 EA 28 Subdue 1 qt.3 EA 29 SECTION C - INSECTICIDES/MITICIDES/RODENTCIDES 30 Acephate 1lb 48 EA 31 Advion 25 lb.10 EA 32 Azatin XL 32oz.1 EA 33 Conserve SC 1qt.1 EA 34 Delta Guard 20lb.1 EA 35 Extinguish 25lb.10 EA 36 Horticultural Oil 2.5 gal.1 EA 37 Talstar 1 qt.1 EA $200.77 $33.45 $117.45 Unit $40.06 $30.56 $162.79 $87.50 $6.44 $158.16 $71.67 $86.96 $86.96 BWI Companies, Inc. $151.76 $132.53 $73.17 $226.09 $555.45 $123.22 $89.35 Carrollton, TX $191.92 $155.30 $52.20 $63.95 $214.67 $287.22 $11.36 $15.94 EXHIBIT E DocuSign Envelope ID: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 685 38 Tempo 240ml.2 EA 39 TREE-age 1qt.1 EA 40 Avid 1 qt.3 EA 41 Mavrik 1 qt.1 EA 42 Just One Bite Pellet Packs 86 x 1.5 oz 5 EA 43 SECTION D - ORGANIC PRODUCTS 44 Texas 2 Step 5-1-2 40lb.240 EA 45 Texas Tea 6-2-4 Maestro-Gro 6-2-4 240 EA 46 Horticultural Vinegar 2.5 gal.1 EA 47 Corn Gluten Meal 40lb.115 EA 48 Molassess Dry 40lb.100 EA 49 Molasses - liquid 1 gal.5 EA 50 Orange Oil 1 gal.1 EA 51 Garrett Juice Plus 55 gal.1 EA 52 Bacillus thuringiensis case, case, 100ct.5 EA 53 Neem Oil 1 qt.12 EA 54 SECTION E - MISCELLANEOUS 55 Blue Spray Dye 2.5 gal 2 EA 56 Non Ionic Surfactant 1 gal.12 EA 57 Antifoamer/Defoamer 1 qt.24 EA 58 Neutralize Tank Cleaner 2lb.12 EA $6.39 $14.12 $453.75 $124.11 $7.50 $23.95 $43.36 $7.91 $22.87 $22.87 $49.31 $100.24 $191.28 $15.59 $5.71 $111.09 $10.00 $487.62 $47.27 EXHIBIT E DocuSign Envelope ID: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 686 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 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: 6A3FBCAE-BC66-4269-B389-80A02330AAEB BWI Companies, Inc. EXHIBIT F 687 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 6A3FBCAE-BC66-4269-B389-80A02330AAEB 688 Certificate Of Completion Envelope Id: 6A3FBCAEBC664269B38980A02330AAEB Status: Sent Subject: Please DocuSign: City Council Contract 8022 Source Envelope: Document Pages: 30 Signatures: 3 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 8/26/2022 8:15:12 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: 8/26/2022 8:20:57 AM Viewed: 8/26/2022 8:21:06 AM Signed: 8/26/2022 8:26:15 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: 8/26/2022 8:26:18 AM Viewed: 8/26/2022 9:10:40 AM Signed: 8/26/2022 9:11:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/26/2022 9:11:03 AM Viewed: 8/26/2022 3:46:40 PM Signed: 8/26/2022 3:47:59 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kim Graves kimgraves@bwicompanies.com Marketing Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 172.58.178.44 Signed using mobile Sent: 8/26/2022 3:48:02 PM Viewed: 8/27/2022 7:49:47 AM Signed: 8/27/2022 7:50:19 AM Electronic Record and Signature Disclosure: Accepted: 8/27/2022 7:49:47 AM ID: fa2054a0-c054-4e33-81d5-a5dc40b928c4 689 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: 70.236.192.51 Signed using mobile Sent: 8/27/2022 7:50:22 AM Viewed: 8/27/2022 12:28:41 PM Signed: 8/27/2022 12:29:43 PM Electronic Record and Signature Disclosure: Accepted: 8/27/2022 12:28:41 PM ID: f292afbc-aab3-4b89-937c-2694101d4eba Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/27/2022 12:29:48 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: 8/22/2022 5:41:11 PM ID: 05711f0c-3102-4347-b828-f8066d261b9f 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/26/2022 8:26:18 AM Viewed: 8/26/2022 8:32:36 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 690 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/27/2022 12:29:47 PM Viewed: 8/29/2022 8:48:40 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 Marshall McGee marshall.mcgee@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/1/2022 8:10:31 AM ID: 577310f2-b0ea-47f4-bb99-f19f830131f4 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/26/2022 8:20:58 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 691 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: Kim Graves, Gary Packan, Rosa Rios, Marshall McGee 692 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. 693 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. 694 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1834,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 Justin Seed Company,Inc.,for the supply of landscape and turf fertilizer,insecticides,herbicides,and fungicides for the City of Denton Parks and Recreation Department,for Section F -Bulk Fertilizer;providing for the expenditure of funds therefor;and providing an effective date (IFB 8022 -awarded to Justin Seed Company,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 $158,500.00). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™695 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 Justin Seed Company, Inc., for the supply of landscape and turf fertilizer, insecticides, herbicides, and fungicides for the City of Denton Parks and Recreation Department, for Section F – Bulk Fertilizer; providing for the expenditure of funds therefor; and providing an effective date (IFB 8022 – awarded to Justin Seed Company, 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 $158,500.00). INFORMATION/BACKGROUND This Invitation for Bid was for products used to maintain landscapes such as fertilizers, insecticides, herbicides, and fungicides on City of Denton properties. The Parks and Recreation Department (PARD) manages approximately 2,000 acres of parks, medians, right-of-ways, athletic fields, public buildings, landscape beds, and other public property. All pesticides listed in the bid are from the approved pesticide list in the recently updated Integrated Pest Management (IPM) program. The product list is intended to provide PARD staff with a selection of tools to combat a variety of insects, weeds, and invasive species. Products are used in compliance with the IPM methodology of pest, site, objective, and threshold evaluation to select the appropriate action for pest management. The use of the products listed on the bid is not definite and should not be assumed. The bid will allow PARD to purchase products and use them as needed. The anticipated cost breakdown is as follows. There is an 8% adjustment for years 2 through 3 in anticipation of potential cost increases. FY 22-23 FY 23-24 FY 24-25 TOTAL Justin Seed Company $48,500.00 $53,000.00 $57,000.00 $158,500.00 Invitation for Bids was sent to 63 prospective suppliers of this item, including four (4) Denton firms. In addition, specifications were placed on the Procurement website for prospective suppliers to download and advertised in the local newspaper. Two (2) bids meeting specifications were received. The lowest bid for Section F was received by Justin Seed Company, Inc. NIGP Code Used for Solicitation: 335 - Fertilizers and Soil Conditioners Notifications sent for Solicitation sent in IonWave: 63 Number of Suppliers that viewed Solicitation in IonWave: 10 HUB-Historically Underutilized Business Invitations sent out: 10 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 696 SBE-Small Business Enterprise Invitations sent out: 23 Responses from Solicitation: 2 RECOMMENDATION Award a contract with Justin Seed Company, Inc., for the supply of landscape and turf fertilizer, insecticides, herbicides, and fungicides for the City of Denton Parks and Recreation Department, Section F – Bulk Fertilizer, 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 $158,500. SUSTAINABILITY MEASURES Related Key Focus Area: Safe, Liveable, and Family-Friendly Community Related Goal: 3.2 Make Denton a destination for visitors PRINCIPAL PLACE OF BUSINESS Justin Seed Company, Inc. Justin, 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 from Park Maintenance account 402170.6334 or 402160.6334. Requisitions will be entered on an as-needed basis. The budgeted amount for this item is $244,000. 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: Marshall McGee, 940-349-8430. Legal point of contact: Marcella Lunn at 940-349-8333. 697 Line #Description Mfgr Mfgno QTY UOM Unit Extended Unit Extended 1 2 Celsius WG 10oz *Agency Item. Pricing Determined by Vendor.1 EA $143.33 $143.33 $110.25 $110.25 3 Herbicide, Polaris Brand or Similar 2.5 gal 10 EA $263.02 $2,630.20 $191.92 $1,919.20 4 Certainty 1.25oz 1 EA $133.79 $133.79 $89.35 $89.35 5 Confront 1 gallon 8 EA $123.22 $985.76 6 Dimension 2 EW 2.5 gal *Agency Item. Pricing Determined by Vendor.8 EA $708.75 $5,670.00 $555.45 $4,443.60 7 Cheetah Pro 2.5 gal 30 EA $226.09 $6,782.70 8 Fusilade 1 qt.1 EA $184.28 $184.28 $73.17 $73.17 9 Gallery 75 DF 1lb. *Agency Item. Pricing Determined by Vendor.1 EA $132.53 $132.53 10 Garlon 3A 2.5 gal 1 EA $151.76 $151.76 11 Greenlight Tough Brush Killer 1/2 gal.1 EA 12 Pendulum Non-staining 2.5 gal *Pendulum Aquacap 30 EA $221.66 $6,649.80 $162.79 $4,883.70 13 Primo Maxx 1 gal. *Agency Item. Pricing determined by vendor. 10 EA $314.00 $3,140.00 14 Prodiamine 4L 1 gal.1 EA $282.00 $282.00 $86.96 $86.96 14 ALT1 Resolute 4FL Syngenta 44907 1 EA $86.96 89.96 15 Remedy 1 gal.1 EA $82.20 $82.20 $71.67 $71.67 16 Ronstar Flo 2.5 *Agency Item. Pricing determined by vendor.10 EA $470.20 $4,702.00 17 Scythe 2.5 1 EA $158.16 $158.16 18 Sedghammer 13.5 gm 1 EA $6.44 $6.44 19 Snapshot 50 lb. *Agency Item.40 EA $87.50 $3,500.00 20 Specticle Flo 1 gal.10 EA $1,861.00 $18,610.00 21 Sureguard 5 lb. * Agency Item. Sureguard SC - 64 oz 4 EA $567.50 $2,270.00 22 Surflan AS 2.5 gal 1 EA 23 Tordon 1 qt.1 EA $15.94 $15.94 24 Tribute Total 6 oz. * Agency Item 1 EA $382.00 $382.00 25 28 Banrot 2lb.1 EA $63.95 $63.95 29 Cleary's 336F 1 qt.1 EA $52.20 $52.20 30 Daconil 2.5 gal. * Agency Item. Daconil ZN 1 EA $190.00 $190.00 31 Subdue 1 qt.3 EA $155.30 $465.90 32 33 Acephate 1lb * Martins Surrender Fire Ant - 1 lb 48 EA $11.99 $575.52 $11.36 $545.28 34 Advion 25 lb.10 EA $287.22 $2,872.20 35 Azatin XL 32oz. *Azatin O IGR 1 EA $214.67 $214.67 36 Conserve SC 1qt.1 EA $117.45 $117.45 37 Delta Guard 20lb.1 EA $33.45 $33.45 38 Extinguish 25lb.10 EA $231.34 $2,313.40 $200.77 $2,007.70 39 Horticultural Oil 2.5 gal.1 EA $30.56 $30.56 41 Talstar 1 qt.1 EA $40.06 $40.06 42 Tempo 240ml.2 EA $58.75 $117.50 $47.27 $94.54 SECTION A - HERBICIDE SECTION B - FUNGICIDES SECTION C - INSECTICIDES/MITICIDES/RODENTCIDES No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid Justin Seed Company, Inc.BWI Companies, Inc. Exhibit 2 IFB 8022 - Bid Tabulation for Parkland Maintenance Items No Bid Justin, TX Carrollton, TX Respondent's Business Name: Principal Place of Business (City and State): 698 Line #Description Mfgr Mfgno QTY UOM Unit Extended Unit Extended Justin Seed Company, Inc.BWI Companies, Inc. Exhibit 2 IFB 8022 - Bid Tabulation for Parkland Maintenance Items Justin, TX Carrollton, TX Respondent's Business Name: Principal Place of Business (City and State): 32 43 TREE-age 1qt. * Agency Item 1 EA $487.62 $487.62 44 Avid 1 qt.3 EA $191.28 $573.84 46 Mavrik 1 qt.1 EA $100.24 $100.24 47 Just One Bite Pellet Packs 86 x 1.5 oz 5 EA $49.31 $246.55 48 49 Texas 2 Step 5-1-2 40lb.240 EA $22.87 $5,488.80 49 ALT1 Texas Tea 6-2-4 Maestro-Gro 6-2-4 240 EA $22.87 5,488.80$ 50 Horticultural Vinegar * quoted at 1 gal price*1 EA $7.91 $7.91 53 Corn Gluten Meal 40lb.115 EA $43.36 $4,986.40 56 Molassess Dry 40lb.100 EA $23.95 $2,395.00 57 Molasses - liquid 1 gal.5 EA $7.50 $37.50 58 Orange Oil 1 gal.1 EA $124.11 $124.11 62 Garrett Juice Plus 55 gal.1 EA $453.75 $453.75 67 Bacillus thuringiensis case, case, 100ct.5 EA $14.12 $70.60 73 Neem Oil 1 qt.12 EA $6.39 $76.68 74 75 Blue Spray Dye 2.5 gal 2 EA $117.32 $234.64 $111.09 $222.18 76 Non Ionic Surfactant 1 gal.12 EA $23.37 $280.44 $10.00 $120.00 77 Antifoamer/Defoamer 1 qt.24 EA $24.96 $599.04 $5.71 $137.04 78 Neutralize Tank Cleaner 2lb.12 EA $15.59 $187.08 84 85 42-0-0 w/50%SCU 1.6% FE Trace Package - TON 10 EA $1,690.00 $16,900.00 86 28-3-10 w/50%SCU 3% FE Trace Package - ton 10 EA $1,492.00 $14,920.00 87 46-0-0 Urea - Ton 10 EA $1,180.00 $11,800.00 88 Application Bulk Granules - ton 30 EA $75.00 $2,250.00 $190.00 $5,700.00 89 Additional discount on other items not listed.1 EA 90 Herbicide, Polaris Brand or Similar 2.5 gal 10 EA $263.02 $2,630.20 Total:$69,510.46 $80,658.45 SECTION C - INSECTICIDES/MITICIDES/RODENTCIDES No Bid No Bid No Bid No Bid SECTION D - ORGANIC PRODUCTS SECTION E - MISCELLANEOUS SECTION F - BULK FERTILIZER 3.0% No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid 699 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH JUSTIN SEED COMPANY, INC., FOR THE SUPPLY OF LANDSCAPE AND TURF FERTILIZER, INSECTICIDES, HERBICIDES, AND FUNGICIDES FOR THE CITY OF DENTON PARKS AND RECREATION DEPARTMENT, FOR SECTION F BULK FERTILIZER; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 8022 AWARDED TO JUSTIN SEED COMPANY, 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 $158,500.00). WHEREAS, the City has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and city ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies, or services as shown in the Bid Proposals submitted therefore; and function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services as described in the Bid Invitations , Bid Proposals , or plans and specifications on file in the Office of the City s Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 8022-Sec. F Justin Seed Company, Inc. $158,500.00 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. 700 SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or their designated representative, is hereby authorized to execute a written contract, which shall be attached hereto; provided that the written contract is 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR 701 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 702 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 5F979062-A1A5-40B5-9EF6-50AB452E228E Yes Parkland Maintenance Justin Seed IFB 8022 Erica Garcia 703 Contract 8022 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND JUSTIN SEED COMPANY, INC. (Contract #8022 ) THIS CONTRACT is made and entered into this date _______________________, by and between Justin Seed Company, Inc. a Texas Corporation whose address is Box 6, Justin, TX 76247, 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 #8022 Park Land Maintenance , 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 8022 (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 2271 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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott DocuSign Envelope ID: 5F979062-A1A5-40B5-9EF6-50AB452E228E 704 Contract 8022 energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: 5F979062-A1A5-40B5-9EF6-50AB452E228E 705 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E SARA HENSLEY, CITY MANAGER 2022-896048 seed@justinseed.com 940-648-2751 Edward Tally President Parks & Recreation Director of Parks and Recreation Gary Packan 706 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 707 Contract 8022 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 F of IFB 8022, which Section F only is awarded by this Contract for the supply of F – Bulk Fertilizer shall not exceed $158,500.00. 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 708 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 709 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 710 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 711 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 712 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 713 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 714 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 715 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 716 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 717 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 718 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 719 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 720 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 721 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 722 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 723 Contract 8022 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) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas 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, DocuSign Envelope ID: 5F979062-A1A5-40B5-9EF6-50AB452E228E 724 Contract 8022 or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (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 DocuSign Envelope ID: 5F979062-A1A5-40B5-9EF6-50AB452E228E 725 Contract 8022 Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 726 Contract 8022 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 727 Contract 8022 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/filinginfo/1295/ 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 728 Line #Description Mfgr Mfgno QTY UOM Unit Extended 84 SECTION F - BULK FERTILIZER ` 85 42-0-0 w/50%SCU 1.6% FE Trace Package - TON 10 EA 86 28-3-10 w/50%SCU 3% FE Trace Package - ton 10 EA 87 46-0-0 Urea - Ton 10 EA 88 Application Bulk Granules - ton 30 EA 89 Additional discount on other items not listed.1 EA 90 Herbicide, Polaris Brand or Similar 2.5 gal 10 EA Justin Seed Company $263.02 3.0% $75.00 $1,180.00 $1,492.00 $1,690.00 Justin, TX EXHIBIT E DocuSign Envelope ID: 5F979062-A1A5-40B5-9EF6-50AB452E228E 729 Revised 11/30/2015Form provided by Texas Ethics Commission www.ethics.state.tx.us FORM CIQ OFFICE USE ONLYThis 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 governmental 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. CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Date Received A. Is the local government officer or a family member of the officer 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 or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes No 7 Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). Signature of vendor doing business with the governmental entity Date Name of vendor who has a business relationship with local governmental entity.1 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.) 2 3 Name of local government officer about whom the information 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 relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. 4 6 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. Justin Seed Co. X n/a X X 5/17/2022 Exhbit FDocuSign Envelope ID: 5F979062-A1A5-40B5-9EF6-50AB452E228E 730 Revised 11/30/2015Form provided by Texas Ethics Commission www.ethics.state.tx.us 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: 5F979062-A1A5-40B5-9EF6-50AB452E228E 731 Certificate Of Completion Envelope Id: 5F979062A1A540B59EF650AB452E228E Status: Sent Subject: Please DocuSign: City Council Contract 8022 Justin Seed Co Source Envelope: Document Pages: 29 Signatures: 3 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: 198.49.140.10 Record Tracking Status: Original 8/16/2022 8:45:02 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: 198.49.140.10 Sent: 8/16/2022 8:51:39 AM Viewed: 8/16/2022 8:52:06 AM Signed: 8/16/2022 8:53:20 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: 198.49.140.10 Sent: 8/16/2022 8:53:22 AM Viewed: 8/16/2022 9:04:33 AM Signed: 8/16/2022 9:05:50 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/16/2022 9:05:52 AM Viewed: 8/17/2022 4:20:06 PM Signed: 8/17/2022 4:38:34 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Edward Tally seed@justinseed.com President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.51.205.214 Sent: 8/17/2022 4:38:36 PM Viewed: 8/17/2022 5:37:57 PM Signed: 8/19/2022 1:12:21 PM Electronic Record and Signature Disclosure: Accepted: 8/17/2022 5:37:57 PM ID: b87573f7-1c08-467b-97db-b1a30de735a6 732 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: 70.236.192.51 Sent: 8/19/2022 1:12:23 PM Viewed: 8/19/2022 10:20:46 PM Signed: 8/19/2022 10:22:03 PM Electronic Record and Signature Disclosure: Accepted: 8/19/2022 10:20:46 PM ID: 77e57f53-b9c5-4a7b-9c97-fdfbaac4dc7d Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/19/2022 10:22:06 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: 8/22/2022 5:41:11 PM ID: 05711f0c-3102-4347-b828-f8066d261b9f 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/16/2022 8:53:22 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 733 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/19/2022 10:22:05 PM Viewed: 8/29/2022 8:50:35 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 Marshall McGee marshall.mcgee@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/1/2022 8:10:31 AM ID: 577310f2-b0ea-47f4-bb99-f19f830131f4 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/16/2022 8:51:39 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 734 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: Edward Tally, Gary Packan, Rosa Rios, Marshall McGee 735 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. 736 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. 737 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1835,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 6-L Investments LLC dba Weaver Wisdom Collision Center,as the primary vendor,and James Wood Auto Park,Inc,as the secondary vendor,for collision and paint repair services for various City of Denton departments;providing for the expenditure of funds therefor;and providing an effective date (IFB-BV 8025 -awarded to 6-L Investments LLC dba Weaver Wisdom Collision Center,the primary,and James Wood Auto Park,Inc,the secondary,for three (3)years,with the option for two (2) additional one (1)year extensions,in the total (5)five year not-to-exceed amount of $895,200.00).The Public Utilities Board recommends approval (6 - 0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™738 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 6-L Investments LLC dba Weaver Wisdom Collision Center, as the primary vendor, and James Wood Auto Park, Inc, as the secondary vendor, for collision and paint repair services for various City of Denton departments; providing for the expenditure of funds therefor; and providing an effective date (IFB-BV 8025 – awarded to 6-L Investments LLC dba Weaver Wisdom Collision Center, the primary, and James Wood Auto Park, Inc, the secondary, for three (3) years, with the option for two (2) additional one (1) year extensions, in the total (5) five year not-to- exceed amount of $895,200.00). The Public Utilities Board recommends approval (6 - 0). INFORMATION/BACKGROUND The Fleet Department is responsible for the coordination of collision repair and painting of light and medium duty City vehicles of all makes. The proposed contract will allow Fleet to schedule repair work with local qualified vendors. Weaver Wisdom Collision Center was selected as the “primary” vendor, and James Wood Auto Park was selected as the “secondary” vendor for collision repair for sedans, SUVs, and light and medium duty pickup trucks based on their submitted hourly rates for the cost of service. Both vendors have a long history of providing quality repairs promptly for the repair of City vehicles. The primary vendor designation specifies that Weaver Wisdom is selected when requested repairs can commence within 48 hours from notification. The secondary vendor designation specifies that James Wood Auto Park be selected when the “primary” vendor cannot respond to or commence requested collision repairs within 48 hours from notification. The requested not-to-exceed amount is based on historic and anticipated primary collision repair spend. The projected spend could increase or decrease based on any number of factors related to safe driving. The estimated annual spend is outlined below: FY 22-23 FY 23-24 FY24-25 FY25-26 FY 26-27 Total Collision Repair $100,000 $120,000 $144,000 $174,000 $208,000 $746,000 20% Inflation $20,000 $24,000 $28,800 $34,800 $41,600 $149,200 Total: $895,200 Invitation for Bids for Best Value was sent to 67 prospective suppliers of this item, including nine (9) Denton firms. In addition, specifications were placed on the Procurement website for prospective suppliers to download and advertised in the local newspaper. Two (2) bids meeting specifications were received, references were checked, and the bids were evaluated by section based upon published criteria including City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 739 value added services, compliance with specifications, probable performance, and price. Based upon this evaluation, staff recommends awarding to a primary and secondary vendor as follows and also shown on Exhibit 2 for a combined not-to-exceed amount of $895,200. NIGP Code Used for Solicitation: 928 - (Service Only)-Equipment Maintenance & Repair Services for Automobiles, Trucks, Trailers, Transit Buses & Other Vehicles Notifications sent for Solicitation sent in IonWave: 67 Number of Suppliers that viewed Solicitation in IonWave: 4 HUB-Historically Underutilized Business Invitations sent out: 3 SBE-Small Business Enterprise Invitations sent out: 23 Responses from Solicitation: 2 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On September 12, 2022, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award a contract with 6-L Investments LLC dba Weaver Wisdom Collision Center and James Wood Auto Park, Inc, for collision and paint repair services for various City of Denton departments, in a three (3) year, with the option for two (2) additional one (1) year extensions, in the total (5) five year not-to-exceed amount of $895,200. PRINCIPAL PLACE OF BUSINESS 6-L Investments LLC dba Weaver Wisdom Collision Center Denton, TX James Wood Auto Park, Inc Denton, TX ESTIMATED SCHEDULE OF PROJECT This is an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These products and services will be funded from Fleet Services contract services account 8920100.7879 and billed back to operating department maintenance budgets. 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: LLC Members Exhibit 4: Ordinance and Contracts 740 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Ethan Cox, 940-349-7421. Legal point of contact: Marcella Lunn at 940-349-8333. 741 Weaver Wisdom Collision Center - Primary James Wood Auto Park - Secondary Denton, TX Denton, TX Line #Description Unit Unit 1 2 Body Labor $52.00 $61.60 3 Paint Labor $52.00 $61.60 4 Frame Labor $65.00 $61.60 5 Mechanical Labor $110.00 $118.69 6 Paint / Materials $40.00 $52.50 7 8 Parts Discount 5%whole sale or 15% over cost. 9 Other discount - please describe 10% 10 11 Trip Charge for Vehicle Transport (804 Texas Street to and from repair facility)$0.00 we use Akers. Marked up 30%, capped at $50.00 12 Towing charge from 804 Texas street to repair facility $60.00 we use Akers. Marked up 30%, capped at $50.01 13 Install City supplied decals or graphics as needed $100.00 14 Other - Please describe $0.00 we have sent repair technicians to your facility to do recalls. To help your downtime 15 16 Maximum response time for service requests (from first phone call or email)24 hours 1/2 day or less. We can supply you with the email to send request too. Usually within the hour Item #Scoring Criteria Weaver Wisdom Collision Center James Wood Auto Park 1 Value Adds - 10%8.00 9.33 2 Compliance with Specifications - 20%17.33 18.67 3 Probable Performance - 20%17.33 18.67 4 Price, Total Cost of Ownership - 50%50.00 44.80 92.67 91.47 Total Contracted Amount:$895,200.00 Respondent's Business Name: Principal Place of Business (City and State): Total Score: Evaluation LABOR RATES OPTIONAL VALUE ADDED ADDITIONAL SERVICES RESPONSE TIME DISCOUNTS Exhibit 2 IFB-BV 8025 - Bid Tabulation for Collision Repair 742 743 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH 6-L INVESTMENTS LLC DBA WEAVER WISDOM COLLISION CENTER, AS THE PRIMARY VENDOR, AND JAMES WOOD AUTO PARK, INC, AS THE SECONDARY VENDOR, FOR COLLISION AND PAINT REPAIR SERVICES FOR VARIOUS CITY OF DENTON DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB-BV 8025 – AWARDED TO 6- L INVESTMENTS LLC DBA WEAVER WISDOM COLLISION CENTER, THE PRIMARY, AND JAMES WOOD AUTO PARK, INC, THE SECONDARY, FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL (5) FIVE YEAR NOT-TO-EXCEED AMOUNT OF $895,200.00). WHEREAS, the City has solicited, received, and tabulated competitive best value bids, for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and city ordinances based on the best value as determined by using the selection criteria set forth in the request for bids; and WHEREAS, the City’s selection committee has reviewed and recommended that the herein described bids are the best value based on the selection criteria for the materials, equipment, supplies, or services as shown in the “Bid Proposals” submitted; and WHEREAS, the City’s Purchasing Agent has determined that the best value bid process provides the best value to the City for this procurement; and WHEREAS, this procurement was undertaken as part of the City’s governmental function, [vehicle and motor driven equipment maintenance]; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services, as described in the "Bid Invitations", "Bid Proposals", or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AWARD 8025 6-L Investments LLC dba Primary Weaver Wisdom Collision Center 8025 James Wood Auto Park, Inc Secondary 744 SECTION 2. That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or their designated representative, is hereby authorized to execute a written contract, which shall be attached hereto; provided that the written contract is 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR 745 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 746 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 Gabby Leeper 8025 Collision Repair Yes IFB 747 Contract # 8025 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND 6L INVESTMENTS LLC DBA WEAVER WISDOM COLLISION CENTER (CONTRACT 8025) THIS CONTRACT is made and entered into this date ______________________, by and between 6-L Investments LLC DBA Weaver Wisdom Collision Center__ a Texas Company, whose address is __519 S Elm St Denton, TX 76201_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 IFB-BV 8025- Collision Repair, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s IFB-BV 8025 (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 2271 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 Boycotting Certain Energy Companies DocuSign Envelope ID: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 748 Contract # 8025 Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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 DocuSign Envelope ID: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 749 Contract # 8025 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: _______________________________ SARA HENSLEY, CITY MANAGER 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 randy@weaverwisdom.com GENERAL MANAGER 9403829510 Randy Smith 2022-923993 Public Works Director of Public Works ethan cox 750 Contract # 8025 Exhibit A Special Terms and Conditions 1. Total Contract Amount Weaver Wisdom Collision Center is awarded as the primary contractor for this solicitation and pricing shall be per Exhibit F attached. The cumulative contract for primary and secondary contractors for contract 8025 shall not exceed $895,200. The primary contractor is expected to respond to the initial contact* from The City within 24 hours during normal business hours. Normal business hours are Monday – Friday 7am- 4pm. If no response from primary contractor is received within 24 hours or work cannot begin within 48 hours of initial contact, the City has the right to call the secondary contractor. Secondary contractor must also respond to initial contact* within 24 hours. Calling upon a secondary contractor does not affect the contract with primary contractor. *Initial Contact: The first phone call placed, or email sent from the City to the contractor. 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 It is the intention of the City of Denton to award a contract for three (3) years, 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. 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 DocuSign Envelope ID: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 751 Contract # 8025 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. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 5. Response times If the primary contractor is not able to respond within 24 hours (weekdays days only) and work to commence within 48 hours of initial contact, the City reserves the right to call the secondary contractor. Calling a secondary contractor does not affect the contract with the primary vendor. **Response time: Time elapsed between initial contact from the City and the time contractor must be available to begin work. 6. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery beyond contracted lead times Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 752 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 753 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 754 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 755 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 756 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 757 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 758 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 759 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 760 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 761 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 762 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 763 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 764 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 765 Contract # 8025 a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is DocuSign Envelope ID: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 766 Contract # 8025 supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted DocuSign Envelope ID: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 767 Contract # 8025 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) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 768 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 769 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 770 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 771 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 772 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 773 Contract # 8025 [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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 774 Contract # 8025 [ ] 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 775 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 776 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 777 Contract # 8025 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 778 Contract # 8025 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/filinginfo/1295/ 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: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 779 Weaver Wisdom Collision Center (6‐L Investments LLC)Total PriceLine #DescriptionQTY UOMUnit1LABOR RATES2Body Labor1 Rate Per Ho $52.003Paint Labor1 Rate Per Ho $52.004Frame Labor1 Rate Per Ho $65.005Mechanical Labor1 Rate Per Ho $110.006Paint/ Materials1 Rate Per Ho $40.007DISCOUNTS1EA8Parts Discount1EA 5%9Other discount‐ please describe1 EA 10%10OPTIONAL VALUE ADDED ADDITIONAL SERVICES11Trip Charge for Vehicle Transport (804 Texas Street to and from repair facility)1 EA $0.0012Towing charge from 804 Texas street to repair facility1 EA $60.0013Install City supplied decals or graphics as needed1 EA $100.0014Other‐ Please describe1 EA $0.0015RESPONSE TIME16Maximum response time for service requests (from first phone call or email)1 Hours 248025 ‐ Page 1Exhibit F- Contractor's ProposalDocuSign Envelope ID: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2780 DocuSign Envelope ID: 2B954793-E7A8-466B-93AB-C1CD30BE5FC2 6-L Investments LLC DBA Weaver Wisdom Collision Center 781 Certificate Of Completion Envelope Id: 2B954793E7A8466B93ABC1CD30BE5FC2 Status: Sent Subject: Please DocuSign: City Council Contract 8025 Collision Repair Weaver Wisdom Contract Source Envelope: Document Pages: 35 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 1 Gabby Leeper AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 8/19/2022 4:04:38 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) Completed Using IP Address: 198.49.140.104 Sent: 8/19/2022 4:10:42 PM Viewed: 8/19/2022 4:13:02 PM Signed: 8/19/2022 4:13:50 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: 8/19/2022 4:13:53 PM Viewed: 8/22/2022 7:40:15 AM Signed: 8/22/2022 7:44:13 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.24.6.135 Sent: 8/22/2022 7:44:16 AM Viewed: 8/23/2022 3:53:03 PM Signed: 8/23/2022 3:56:16 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Randy Smith randy@weaverwisdom.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 137.27.149.86 Sent: 8/23/2022 3:56:19 PM Viewed: 8/23/2022 3:58:25 PM Signed: 8/23/2022 4:01:31 PM Electronic Record and Signature Disclosure: Accepted: 8/23/2022 3:58:25 PM ID: fd300b08-8cdf-4600-a072-d7086c834251 782 Signer Events Signature Timestamp ethan cox Ethan.Cox@cityofdenton.com Director of Public Works Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/23/2022 4:01:34 PM Resent: 8/29/2022 9:14:52 AM Viewed: 8/29/2022 9:44:44 AM Signed: 8/29/2022 9:45:48 AM 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/29/2022 9:45:51 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: 8/22/2022 5:41:11 PM ID: 05711f0c-3102-4347-b828-f8066d261b9f 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/19/2022 4:13:52 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 783 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/29/2022 9:45:50 AM Viewed: 8/29/2022 9:54:54 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 Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/27/2022 1:23:15 PM ID: 456127bf-7f0e-4416-81d3-5729f997d68a Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/19/2022 4:10:42 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 784 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: Randy Smith, ethan cox, Rosa Rios, Terry Kader 785 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. 786 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. 787 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 8025 Yes IFB Collision Repair Gabby Leeper 788 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 789 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 790 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 Public Works ethan cox Director of Public Works 791 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 792 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 793 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 794 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 795 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 796 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 797 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 798 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 799 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 800 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 801 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 802 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 803 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 804 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 805 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 806 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 807 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 808 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 809 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 810 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 811 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 812 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 813 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 814 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 815 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 816 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 817 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 818 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 819 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 820 James Wood AutoParkTotal PriceLine #DescriptionQTYUOMUnit1LABOR RATES2Body Labor1Rate Per Hour$61.603Paint Labor1Rate Per Hour$61.604Frame Labor1Rate Per Hour$61.605Mechanical Labor1Rate Per Hour$118.696Paint/ Materials1Rate Per Hour$52.507DISCOUNTS1EA8Parts Discount1EAwhole sale or 15% over cost.9Other discount‐ please describe1EA10OPTIONAL VALUE ADDED ADDITIONAL SERVICES11Trip Charge for Vehicle Transport (804 Texas Street to and from repair facility)1EAwe use Akers. Marked up 30% and capped at $50.0012Towing charge from 804 Texas street to repair facility1EAwe use Akers. Marked up 30% and capped at $50.0013Install City supplied decals or graphics as needed1EA14Other‐ Please describe1EAwe have sent repair technicians to your facillity to do recalls. To help yuour downtime15RESPONSE TIME16Maximum response time for service requests (from first phone call or email)1Hours1/2 day or less. We can supply you with the email to send request too. Usually within the hour8025 ‐ Page 1Exhibit F- Contractor's ProposalDocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71821 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 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: 3107C698-688B-4AC4-83B0-E77840ECFF71Exhibit G- Form CIQ James Wood Auto Park Inc X 8/24/2022 822 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 3107C698-688B-4AC4-83B0-E77840ECFF71 823 Certificate Of Completion Envelope Id: 3107C698688B4AC483B0E77840ECFF71 Status: Sent Subject: Please DocuSign: City Council Contract 8025 Collision Repair James Wood Contract Source Envelope: Document Pages: 36 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 1 Gabby Leeper AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 8/22/2022 9:12:13 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: 8/22/2022 12:05:18 PM Viewed: 8/22/2022 12:05:29 PM Signed: 8/22/2022 12:07:21 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: 8/22/2022 12:07:24 PM Viewed: 8/22/2022 12:21:57 PM Signed: 8/22/2022 12:22:53 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: 47.24.6.135 Sent: 8/22/2022 12:22:55 PM Viewed: 8/22/2022 12:59:47 PM Signed: 8/23/2022 3:52:09 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mike White Mwhite@jameswood.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 72.164.69.234 Sent: 8/23/2022 3:52:12 PM Viewed: 8/24/2022 7:40:08 AM Signed: 8/24/2022 7:41:46 AM Electronic Record and Signature Disclosure: Accepted: 8/24/2022 7:40:08 AM ID: c2bb2300-22cb-4f86-98e6-49c9de3da9d3 824 Signer Events Signature Timestamp ethan cox Ethan.Cox@cityofdenton.com Director of Public Works Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/24/2022 7:41:49 AM Resent: 8/29/2022 9:14:29 AM Viewed: 8/29/2022 9:42:07 AM Signed: 8/29/2022 9:44:20 AM 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/29/2022 9:44:23 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: 8/22/2022 5:41:11 PM ID: 05711f0c-3102-4347-b828-f8066d261b9f 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/22/2022 12:07:23 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 825 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/29/2022 9:44:22 AM Viewed: 8/29/2022 9:54:31 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 Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/27/2022 1:23:15 PM ID: 456127bf-7f0e-4416-81d3-5729f997d68a Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/22/2022 12:05:18 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 826 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 White, ethan cox, Rosa Rios, Terry Kader 827 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. 828 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. 829 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1836,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 Kirby-Smith Machinery,Inc.,for Komatsu heavy equipment repair services for various City of Denton departments;providing for the expenditure of funds therefor;and providing an effective date (IFB-BV 8026 -awarded to Kirby-Smith Machinery,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 $1,000,000.00). The Public Utilities Board recommends approval (6 - 0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™830 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 Kirby-Smith Machinery, Inc., for Komatsu heavy equipment repair services for various City of Denton departments; providing for the expenditure of funds therefor; and providing an effective date (IFB-BV 8026 – awarded to Kirby-Smith Machinery, 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 $1,000,000.00). The Public Utilities Board recommends approval (6 - 0). INFORMATION/BACKGROUND The proposed contract is for repair services for Komatsu heavy construction equipment. Various departments throughout the City have purchased Komatsu brand construction equipment since 2010. There are currently 12 active Komatsu heavy equipment units in the City of Denton fleet. The Fleet Services department has limited staffing availability with the expertise necessary to work on Komatsu machinery. Some maintenance and repair work requires specialized services that can only be performed by an authorized Komatsu repair facility. These services include all warranty work in which travel time is not covered, internal engine repairs, and repairs that are not suitable to be done in the field. Due to the City’s steady growth, Fleet Services staff estimates that outside repairs will increase as more services are required and much of the equipment is reaching the end of the warranty period. Staff is recommending approval of a contract for a total amount not-to-exceed of $1,000,000. The requested not-to-exceed amount is based on historic and anticipated repair spend. The projected spend could increase or decrease based on any future changes to department-specific program services. The estimated annual spend is outlined below: FY 22-23 FY 23-24 FY24-25 FY25-26 FY 26-27 Total Repairs $145,000 $159,500 $175,450 $210,550 $213,600 $904,100 Contingency $14,500 $15,950 $17,550 $21,055 $26,845 $95,900 $1,000,000 Invitation for Bids for Best Value was sent to 85 prospective suppliers of this item. In addition, specifications were placed on the Procurement website for prospective suppliers to download and advertised in the local newspaper. One (1) bid was received, and references were checked to ensure the vendor can provide the services requested in the Scope of Work. The bid was evaluated based upon published criteria including price, probable performance, response time, and value-added services. The department is awarding the contract to Kirby-Smith Machinery, Inc. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 831 NIGP Code Used for Solicitation: 929 - (Service Only) - Equipment Maintenance and Repair Services for Agricultural, Construction, Heavy Industrial, Material Handling, and Road and Highway Equipment Notifications sent for Solicitation sent in IonWave: 85 Number of Suppliers that viewed Solicitation in IonWave: 6 HUB-Historically Underutilized Business Invitations sent out: 7 SBE-Small Business Enterprise Invitations sent out: 22 Responses from Solicitation: 1 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On September 12, 2022, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award a contract with Kirby-Smith Machinery, Inc., for Komatsu heavy equipment repair services for various City of Denton departments, in a three (3) year, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $1,000,000. PRINCIPAL PLACE OF BUSINESS Kirby-Smith Machinery, Inc. Dallas, TX ESTIMATED SCHEDULE OF PROJECT This is an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These services will be funded from Fleet Services contract services account 820100.7879. Requisitions will be entered on an as-needed basis. The budgeted amount for this item is $1,000,000. 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: Ethan Cox, 940-349-7421. Legal point of contact: Marcella Lunn at 940-349-8333. 832 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH KIRBY-SMITH MACHINERY, INC., FOR KOMATSU HEAVY EQUIPMENT REPAIR SERVICES FOR VARIOUS CITY OF DENTON DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB-BV 8026 AWARDED TO KIRBY-SMITH MACHINERY, 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 $1,000,000.00). WHEREAS, the City has solicited, received, and tabulated competitive best value bids, for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and city ordinances based on the best value as determined by using the selection criteria set forth in the request for bids; and herein described bids are the best value based on the selection criteria for the materials, equipment, supplies, provides the best value to the City for this procurement; and function, [vehicle and motor driven equipment maintenance]; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services, as described in the "Bid Invitations", "Bid Proposals", or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 8026 Kirby-Smith Machinery, Inc. $1,000,000.00 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, 833 specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or their designated representative, is hereby authorized to execute a written contract, which shall be attached hereto; provided that the written contract is 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR 834 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 835 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 Gabby Leeper Komatsu Repair Yes 8026IFB 836 Contract # 8026 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND KIRBY-SMITH MACHINERY, INC (CONTRACT 8026) THIS CONTRACT is made and entered into this date ______________________, by and between Kirby-Smith Machinery, INC an Oklahoma corporation, whose address is 1450 NE Loop 820 Fort Worth, TX 76106 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 IFB-BV 8026- Komatsu Repair, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s IFB-BV 8026 (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 2271 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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 837 Contract # 8026 prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 838 Contract # 8026 CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: ______________________ Title: _____________________________ __________________________________ PHONE NUMBER __________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _______________________________ SARA HENSLEY, CITY MANAGER 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: 73728D03-ED33-4672-9A21-0B44B69CB107 bcampbell@kirby-smith.com Bradley Campbell bcampbell@kirby-smith.com 682-300-1580 VP of Product Support Director of Public Works ethan cox Public Works 839 Contract # 8026 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. 2. Contract Terms It is the intention of the City of Denton to award a contract for three (3) years, 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. 3. Response Time Contractor to respond within 5 days of *initial contact. *Initial Contact: The first phone call placed, or email sent from the City to the contractor. 4. Warranties The warranty period for repairs will be 90 Days on labor and the manufacturer's warranty on parts. 5. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 840 Contract # 8026 also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery beyond contracted lead times Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 841 Contract # 8026 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. DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 842 Contract # 8026 Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 843 Contract # 8026 A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 844 Contract # 8026 order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 845 Contract # 8026 pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 846 Contract # 8026 terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without 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. DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 847 Contract # 8026 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: 73728D03-ED33-4672-9A21-0B44B69CB107 848 Contract # 8026 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 849 Contract # 8026 available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 850 Contract # 8026 compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 851 Contract # 8026 solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 852 Contract # 8026 three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 853 Contract # 8026 permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 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. DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 854 Contract # 8026 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 855 Contract # 8026 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 856 Contract # 8026 Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas 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. DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 857 Contract # 8026 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (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. DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 858 Contract # 8026 B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 859 Contract # 8026 with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and 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 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 860 Contract # 8026 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 861 Contract # 8026 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: 73728D03-ED33-4672-9A21-0B44B69CB107 862 Contract # 8026 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: 73728D03-ED33-4672-9A21-0B44B69CB107 863 Contract # 8026 [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: 73728D03-ED33-4672-9A21-0B44B69CB107 864 Contract # 8026 [ ] 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: 73728D03-ED33-4672-9A21-0B44B69CB107 865 Contract # 8026 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: 73728D03-ED33-4672-9A21-0B44B69CB107 866 Contract # 8026 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: 73728D03-ED33-4672-9A21-0B44B69CB107 867 Contract # 8026 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: 73728D03-ED33-4672-9A21-0B44B69CB107 868 Contract # 8026 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/filinginfo/1295/ 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: 73728D03-ED33-4672-9A21-0B44B69CB107 869 Exhibit F- Contractor's Proposal*SEE EXHIBIT ADocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107870 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 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: 73728D03-ED33-4672-9A21-0B44B69CB107Exhibit G- Form CIQ Kirby-Smith Machinery, Inc. X X 8/26/2022 871 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 73728D03-ED33-4672-9A21-0B44B69CB107 872 Certificate Of Completion Envelope Id: 73728D03ED3346729A210B44B69CB107 Status: Sent Subject: Please DocuSign: City Council Contract 8026 Komatsu Repair Source Envelope: Document Pages: 37 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 8/23/2022 12:12:39 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) Completed Using IP Address: 198.49.140.104 Sent: 8/23/2022 12:22:25 PM Viewed: 8/23/2022 12:22:35 PM Signed: 8/23/2022 12:24:16 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: 8/23/2022 12:24:18 PM Viewed: 8/26/2022 9:01:17 AM Signed: 8/26/2022 9:04:05 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/26/2022 9:04:08 AM Viewed: 8/26/2022 3:48:18 PM Signed: 8/26/2022 3:49:28 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Bradley Campbell bcampbell@kirby-smith.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 12.191.219.93 Sent: 8/26/2022 3:49:30 PM Viewed: 8/26/2022 3:58:31 PM Signed: 8/26/2022 4:01:47 PM Electronic Record and Signature Disclosure: Accepted: 8/26/2022 3:58:31 PM ID: 3d54362c-7e5e-47ae-a86c-405648715073 873 Signer Events Signature Timestamp ethan cox Ethan.Cox@cityofdenton.com Director of Public Works Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/26/2022 4:01:50 PM Resent: 8/29/2022 9:15:16 AM Viewed: 8/29/2022 9:46:22 AM Signed: 8/29/2022 9:49:41 AM 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/29/2022 9:49:44 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/22/2022 5:41:11 PM ID: 05711f0c-3102-4347-b828-f8066d261b9f 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/23/2022 12:24:18 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 874 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/29/2022 9:49:43 AM Viewed: 8/29/2022 10:00:04 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 Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/27/2022 1:23:15 PM ID: 456127bf-7f0e-4416-81d3-5729f997d68a James McDonnell JMcDonnell@kirby-smith.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 8/23/2022 12:22:25 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 875 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: Bradley Campbell, ethan cox, Rosa Rios, Terry Kader 876 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. 877 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. 878 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1844,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 JWC Environmental,Inc.,for a 4-shred channel grinder for the Solid Waste and Recycling Department;providing for the expenditure of funds therefor;and providing an effective date (IFB 8059 -awarded to JWC Environmental,Inc.,in the not-to-exceed amount of $104,148.00). The Public Utilities Board recommends approval (6 - 0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™879 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 JWC Environmental, Inc., for a 4-shred channel grinder for the Solid Waste and Recycling Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 8059 – awarded to JWC Environmental, Inc., in the not-to-exceed amount of $104,148.00). The Public Utilities Board recommends approval (6 - 0). INFORMATION/BACKGROUND The City of Denton Solid Waste and Recycling (SW&R) Department received grant funding for a pilot commercial organics management program. The start of the pilot program is dependent on the purchase of a channel grinder. The pilot will divert pre-and post-consumer food waste from commercial businesses in the Downtown (Valet Collection) area. The organics will be delivered to the Beneficial Reuse composting area and will enter the process to make Dyno Dirt. The grinder is needed to break down large post-consumer food waste so that it can be managed in the onsite anaerobic digester. An RFP was issued for the channel grinder equipment only and a second RFP will be considered for the installation and maintenance. SW&R is seeking a company to execute the acquisition of a food waste channel grinder and pump. JWC Environmental Inc. will provide the grinder. On April 1, 2022, the City sent an invitation to vendors for bids on a channel grinder and installation. Initially, one bid was returned, and after a careful review was determined to be too costly. The Council rejected the bids on June 7, 2022, and the product was re-solicited. Invitation for Bids was sent to 91 prospective suppliers of this item, including 6 Denton firms. In addition, specifications were placed on the Procurement website for prospective suppliers to download, and advertised in the local newspaper. Two (2) bids meeting specifications were received. The lowest bid was received by JWC Environmental, Inc. NIGP Code Used for Solicitation: 545 - Machinery and Hardware, Industrial Notifications sent for Solicitation sent in IonWave: 91 Number of Suppliers that viewed Solicitation in IonWave: 9 HUB-Historically Underutilized Business Invitations sent out: 3 SBE-Small Business Enterprise Invitations sent out: 43 Responses from Solicitation: 2 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 880 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On September 12, 2022, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award a contract with JWC Environmental, Inc., for a 4-shred channel grinder for the Solid Waste and Recycling Department, in a not-to-exceed amount of $104,148. PRINCIPAL PLACE OF BUSINESS JWC Environmental, Inc. Santa Ana, CA ESTIMATED SCHEDULE OF PROJECT Delivery of the items will occur within 8-10 weeks after receipt of order. FISCAL INFORMATION These products and services will be funded using the North Texas Council of Government awarded grant funding. Requisition #157056 has been entered into the Purchasing software system in the amount of $104,148. The budgeted amount for this item is $104,148. 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: Brandi Neal, 940-349-8027. Legal point of contact: Marcella Lunn at 940-349-8333. 881 JWC Environmental, Inc. Santa Ana, CA Line #Description QTY UOM Unit Price 1 1.1 Channel Grinder/Safety Hopper/Mounted Stand 1 EA $104,148.00 1.2 Hopper Pump 1 EA no bid $104,148.00Total Award: Channel Grinder/Safety Hopper/Mounted Stand/Hopper Pump Exhibit 2 IFB 8059 - Bid Tabulation for Channel Grinder Respondent's Business Name: Principal Place of Business (City and State): 882 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH JWC ENVIRONMENTAL, INC., FOR A 4-SHRED CHANNEL GRINDER FOR THE SOLID WASTE AND RECYCLING DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 8059 AWARDED TO JWC ENVIRONMENTAL, INC., IN THE NOT-TO-EXCEED AMOUNT OF $104,148.00). WHEREAS, the City has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and city ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies, or services as shown in the Bid Proposals submitted therefore; and function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services as described in the Bid Invitations , Bid Proposals , or plans and specifications on file in the Office of the City s Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 8059 JWC Environmental, Inc. $104,148.00 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 883 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 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ 884 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 885 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 IFB CHANNEL GRINDER Crystal Westbrook 8059 Yes --JWC Environmental, Inc. 886 Contract 8059 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND JWC ENVIRONMENTAL INC. (Contract #8059) THIS CONTRACT is made and entered into this date _______________________, by and between JWC ENVIRONMENTAL, INC. a DELAWARE Corporation whose address is 2850 S Red Hill Ave., Santa Ana, CA 92705, 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 #8059 – Channel Grinder, 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 #8059 (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 2271 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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 887 Contract 8059 energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 888 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 Marvin Lee marvin.lee@sulzer.com 949.833.3888 VP of Finance marvinl@jwce.com Director of Solid Waste Brian Boerner SWR 889 Contract 8059 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 will be effective from date of award or notice to proceed with a purchase order as determined by the City of Denton Purchasing Department. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 5. Total Contract Amount The contract total shall not exceed $104,148.00. Pricing shall be per Exhibit E attached. 6. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. 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) DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 890 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 891 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 892 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 893 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 894 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 895 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 896 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 897 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 898 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 899 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 900 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 901 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 902 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 903 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 904 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 905 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 906 Contract 8059 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) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas 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, DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 907 Contract 8059 or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (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 DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 908 Contract 8059 Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 909 Contract 8059 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 910 Contract 8059 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/filinginfo/1295/ 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 911 J W C E n v i r o n m e n t a l Industrial Sales Manager Travis Slotemaker• travis.slotemaker@jwce.com 2850 S Red Hill Ave, Ste. 125 • Santa Ana, CA 92705 O: 800.331.2277 | D: 714.428.4649 | M: 949-220-6028 SULZER CONFIDENTIAL PROJECT QUOTATION: Food Waste to Digestion Company: City of Denton – Pecan Creek WWTP Sold To: 1100 S. Mayhill Road, Denton, TX 76208 Ship To: Same As Above Requested by: Rusty Willard | 940.349.8601 | rusty.willard@cityofdenton.com Item: Monster Industrial Grinder QUOTE DATE: April 12th, 2022 SALES PARTNER: Travis Slotemaker TERMS, OAC: NET 30 SUBMITTALS: Up to 4 Weeks PRICING: Valid for 30 days SHIP EQUIPMENT LEAD TIME: 8-10 Weeks SHIPPING and HANDLING: Included _______________________________________________________________________________________________________________________________________ We thank you for your inquiry and are pleased to quote pricing and delivery on the equipment listed below. This quotation is subject to the terms and conditions listed on the JWC Environmental "Terms and Conditions" page and any comments and exceptions listed below. 4-SHRED-2-H-2400 Intended Use: Misc. Food Waste Digestion Theoretical throughput: 235ft³/hour 1ft³ of food waste averages ≈ 30lbs, therefore 235ft³ x 30lbs ≈ 7,050lbs/hour (in a 1/4” theoretical particle size) Scope of Supply to include: • One (1) 4-SHRED-2-H-2400 grinder, using single stacked 23-tooth (.215” thick) cutters and spacers in alloy steel, alloy steel drive and driven shafts and scrapers, cartridge-style tungsten carbide mechanical seals with BUNA-N elastomers, Industrial Coal Black Tar epoxy-coated gray ductile iron end housings and scrapers on both sides, 29:1 reducer with 25 HP TEFC, 460v/3ph/60Hz electric motor • One (1) PC2220DS motor controller in a NEMA 4X FRP enclosure 460v/3ph/60Hz input power, includes IEC starter with over-current protection, jog reverse button, jam-sensing current transformer and micro-PLC. Includes E-Stop on face of enclosure, lockable disconnect, and additional remote E-Stop for connection by customer • One (1) Custom Open Safety Hopper (60” x 48”) with a 3-way spray bar, viewing window, and pull cord for use with conveyance/tipping for added safety • Controller Mounted Stand with 48” of clearance • Operation and Maintenance manual • Shipping Included Comments and Exceptions: • Standard one-year warranty is included for grinder properties only, not application/process changes. • ***For proper use and optimal feed rate, larger spherical and or cylindrical items should be prescreened/removed prior to entering the grinder. Material of this size and geometry will have a more difficult time being grabbed and thus not be ground down or hinder other material ability to be rendered. To assure application feasibility, JWCE will host a complimentary grind test with similar material on behalf of customer. *** • One-way standard shipping and handling is included in the price - FOB Santa Ana, CA • See attached standard JWC Terms and Conditions of Purchase. Unless specifically stated above, this quotation does not include installation, any taxes, disconnect switches, anchor bolts, hydraulic fluid, mounting frames, spare parts, or special tools. Price: (Includes Shipping/Handling charge at $3,954) $89,295 Optional Adders: Intermediary Effluent Flange +$2,953 TOP (Torque Overload Protector) protects shafts from unintended harmful material +$6,500 1-Day Startup and Safety Training post successful install +$2,700 1-Day Visit for Continuum of Care for preventative maintience +$2,700 EXHIBIT E DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 912 DRAWING NO.4-SHRED-2-H-CD-115622 6 5 4 3 2 1 D 48OPENING (1/8) 48 1/8 2X 4 5/8 HANDLE NOTES: UNLESS OTHERWISE SPECIFIED 1. SEE DRAWING 4-SHRED-2-H-CD FOR GRINDER DIMENSIONS AND DETAILS. 2. ALL DIMENSIONS SHALL BE CONFIRMED TO ENSURE PROPER FIT. 3. APPROXIMATE WEIGHTS: HOPPER WITH PULL CORD: 200 LBS GRINDER: 1264 LBS GRINDER STAND: 1932 LBS 4. PRE-WIRED MOTOR AND E-STOP PULL CORD PRIOR TO SHIPMENT. LED TOWER LIGHT ZONE REV DESCRIPTION ECO NO. DATE DRWN CHKD PE ALL A INITIAL RELEASE 03-09-22 HH D 42OPENING 2X 23 1/2 HANDLE 25 1/2 40 WILL BE SHIPPED LOOSE. PULL CORDE-STOP LEXAN INSPECTIONPORT 3 LEDLIGHTTOWER C 1 1/4 (95 3/16) C 2X HANDLE B 35 1/16 HOPPER HEIGHT 11 (6 3/16) (69°) 98 1/16 46° (24 13/16) 4XCASTERWITH LOCK 2 1 25HP SEVERE DUTY TEFC F2 CONVERSION460V 3PH 60HZ.29:1 REDUCER B 48HANDLEHEIGHT 48CLEARANCE 45 3/16 11 1/8 54 3 2 1 ITEM 1 1 1 QTY A42152-115622 A42151-115622 4-SHRED-2-H-2400 PART / ASSEMBLY NUMBER PC2220DS-LS-115622 HOPPER ASSEMBLY GRINDER STAND ASSEMBLY INDUSTRIAL GRINDER CARBON STEEL CARBON STEEL DUCTILE IRON DESCRIPTION MATERIAL1 57 1/2CLEARANCE 97 3/8 107 5/8 THIS DRAWING AND DATA ARE FULLY PROTECTED BY COPYRIGHT OWNED BY JWC ENVIRONMENTAL. THIS DRAWING AND DATA EMBODY PROPRIETARY INFORMATION WHICH IS THE CONFIDENTIAL PROPERTY OF JWC ENVIRONMENTAL AND SHALL NOT BE COPIED, REPRODUCED, DISCLOSED TO OTHERS, OR USED IN WHOLE OR IN PART FOR ANY PURPOSE WITHOUT THE EXPRESS WRITTEN PERMISSION FROM JWCE. THIS DRAWING IS LOANED IN CONFIDENCE WITH THE UNDERSTANDING THAT IT SHALL BE UNLESS OTHERWISE SPECIFIED DIMENSIONS ARE IN INCHES [mm] SEE LIST FINISH PROJ ENGR REVISED SIZE DRAWING NO.D JWC ENVIRONMENTAL CANNABIS DESTRUCTION ALL RIGHTS RESERVED RETURNED UPON DEMAND. SHEET 1 OF 18 7 6 5 4 3 2 1 REVISION HISTORY A FRACTIONS± 1/16 MATERIAL DECIMALS.XX ± .03.XXX± .005 ANGLES± 1/2° DO NOT SCALE DRAWING DRAWN CHECKED APPROVALS CONTRACT NO. H.HSING DATE 03-09-22 4-SHRED-2-H INSTALLATION PARTS LIST SCALE:NONE 4-SHRED-2-H-CD-115622 290 PAULARINO AVE, COSTA MESA, CA 92626 MARIMED INC. A REVA DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 913 UNCONTROLLED COPYDocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 914 Product Information Packet CECP4103T 25HP,1770RPM,3PH,60HZ,286TC,1056M,TEFC,FCopyright © All product information within this document is subject to ABB Motors and Mechanical Inc. copyright © protection, unless otherwise noted.DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6915 Page 2 of 12 Product Information Packet: CECP4103T - 25HP,1770RPM,3PH,60HZ,286TC,1056M,TEFC,FPart DetailRevision:BStatus:PRD/AChange #:Proprietary:NoType:ACElec. Spec:10WGZ624CD Diagram:CD0005Mfg Plant:Mech. Spec:10H412Layout:10LYH412Poles:04Created Date:04-03-2017Base:RGEff. Date:12-11-2017Leads:9#10SpecsCatalog Number:CECP4103TEnclosure:TEFCFrame:286TCFrame Material:IronOutput @ Frequency:25.000 HP @ 60 HZSynchronous Speed @ Frequency:1800 RPM @ 60 HZVoltage @ Frequency:460.0 V @ 60 HZ230.0 V @ 60 HZXP Class and Group:CLI GP A,B,C,DXP Division:Division IIAgency Approvals:URCSA EEVCSAAuxillary Box:No Auxillary BoxAuxillary Box Lead Termination:NoneBase Indicator:RigidBearing Grease Type:Polyrex EM (-20F +300F)Blower:NoneInsulation Class:FInverter Code:Inverter DutyKVA Code:FLifting Lugs:Standard Lifting LugsLocked Bearing Indicator:Locked BearingMotor Lead Quantity/Wire Size:9 @ 10 AWGMotor Lead Exit:Ko BoxMotor Lead Termination:Flying LeadsMotor Type:1056MMounting Arrangement:F1Power Factor:85Product Family:Super-E Chemical ProcessingPulley End Bearing Type:BallPulley Face Code:C-FacePulley Shaft Indicator:StandardRodent Screen:NoneShaft Extension Location:Pulley EndShaft Ground Indicator:No Shaft GroundingDocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6916 Page 3 of 12 Product Information Packet: CECP4103T - 25HP,1770RPM,3PH,60HZ,286TC,1056M,TEFC,FConstant Torque Speed Range:1.0Current @ Voltage:30.000 A @ 460.0 V60.000 A @ 230.0 VDesign Code:BDrip Cover:No Drip CoverDuty Rating:CONTElectrically Isolated Bearing:Not Electrically IsolatedFeedback Device:NO FEEDBACKFront Face Code:StandardFront Shaft Indicator:NoneHeater Indicator:No HeaterShaft Rotation:ReversibleShaft Slinger Indicator:Shaft SlingerSpeed Code:Single SpeedMotor Standards:NEMAStarting Method:Direct on lineThermal Device - Bearing:NoneThermal Device - Winding:NoneVibration Sensor Indicator:No Vibration SensorWinding Thermal 1:NoneWinding Thermal 2:NoneXP Temp Code:T3CDocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6917 Page 4 of 12 Product Information Packet: CECP4103T - 25HP,1770RPM,3PH,60HZ,286TC,1056M,TEFC,FNameplate NP3241CAT.NO.CECP4103TP/NENCLOSURETEFCSPEC.10H412Z624G1CC010AFRAME286TCS/NHP25CLASSFHZ60DESBRPM1770RPM MAX2700PH3KVA-CODEFVOLT230/460MOTOR WEIGHT437AMP60/30SER.F.1.15PF85ODE BRG6311DE BRG6311RATING40C AMB-CONTNEMA-NOM-EFF93.6GREASEPOLYREX EMINV.TYPEPWMTEMP CODET3CINVERTER-TEMP-CODE180TEMP =160C HP FR60C HP TO90CT HZ FROM1.0CT HZ TO60HTR-VOLTSHTR-AMPSHTR-WATTSMAX. SPACE HEATER TEMP.VT HZ FROMOVT HZ TO60DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6918 Page 5 of 12 Product Information Packet: CECP4103T - 25HP,1770RPM,3PH,60HZ,286TC,1056M,TEFC,FParts ListPart NumberDescriptionQuantitySA336615SA 10H412Z624G11.000 EARA324870RA 10H412Z624G11.000 EA09FN3001D02EXTERNAL FAN, PLASTIC1.000 EA10CB1000A09PCONDUIT BOX, MACH W/EPOXY PRIMER1.000 EA09GS1010GASKET, DWG, LEADWIRE SEPERATOR1.000 EA10XN3118K165/16-18 X 1' GRADE #5, STL, ZINC PLATE4.000 EAHW1001A31LOCKWASHER 5/16, ZINC PLT.591 OD, .319 I4.000 EAWD1000B16T&B CX70TN TERMINAL1.000 EA10XN2520K061/4-20 X 3/8" HX HD SCREWGRADE 5, ZINC P1.000 EAHW1001A25LOCKWASHER 1/4, ZINC PLT .493 OD, .255 I1.000 EA10XN3816K283/8-16 X 1.75 HEX HD CAP SCREW, GRADE 54.000 EAHW1001A38LOCKWASHER 3/8, ZINC PLT .688 OD, .382 I4.000 EAHW4600B40V-RING SLINGER 2.000 X 2.680 X .28 VITON1.000 EAHW5100A13W4627-047 WVY WSHER1.000 EAHW4500A201/8NPT SL PIPE PLUG1.000 EAHA4017A111/8 X 2.75 GREASE EXT (F/S)1.000 EAHA4017A03.125 X 1.75 GREASE EXT (F/S)1.000 EAHW4019A01PIPE COUPLING 1/8 NPT,STEEL,ZINC COATING1.000 EA10XN3118K365/16-18 X 2.25" HEX HD, GRADE 54.000 EA10EP1305A117PPU ENDPLATE, MACH W/EPOXY1.000 EA10XN3816K283/8-16 X 1.75 HEX HD CAP SCREW, GRADE 54.000 EAHW1001A38LOCKWASHER 3/8, ZINC PLT .688 OD, .382 I4.000 EAHW4500A201/8NPT SL PIPE PLUG1.000 EAHW4600B40V-RING SLINGER 2.000 X 2.680 X .28 VITON1.000 EADocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6919 Page 6 of 12 Product Information Packet: CECP4103T - 25HP,1770RPM,3PH,60HZ,286TC,1056M,TEFC,FParts List (continued)Part NumberDescriptionQuantity10XN3118K405/16-18 X 2.50" HEX HD, GRADE 54.000 EA10FH1007PFAN COVER, CAST W/EPOXY PRIMER1.000 EA10XN3118K205/16-18 X 1 1/4 GRADE 5 STEEL ZC PLATED3.000 EAHW1001A31LOCKWASHER 5/16, ZINC PLT.591 OD, .319 I3.000 EA10CB1503A01PCONDUIT BOX LIPPED LID, MACH W/EPXY PRMR1.000 EA14GS1003GASKET CONDUIT BOX LID, NEOP1.000 EA10XN2520K161/4-20 X 1" HX HD SCRW GRADE 5, ZINC P4.000 EAHW1001A25LOCKWASHER 1/4, ZINC PLT .493 OD, .255 I4.000 EAHW2501H28KEY, 1/2 SQ X 3.2501.000 EAMJ5001A2732220KN GRAY SEALER *MIN BUY 4 QTS=1GAL0.031 QTMJ5001A14DYNAPRO SEALANT, CP MTR VC#2508050 (6030.026 EAMJ5002A01SILICON RUBBER SEALANT, 732CL 10.3 OZ TU0.025 EALB1115NLABEL,LIFTING DEVICE (ON ROLLS)1.000 EALB1002NLABEL,MARINE DUTY (ON ROLLS)1.000 EA10EP1110A44GP6FREP, MACH W/PRIMER & GREEN PAINT1.000 EAHW4500A211618BALEMITE FITTING 825 UNIVERSAL1.000 EAHW4500A17317400 ALEMITE GREASE RELIEF1.000 EAHA4054SHORT T-DRAIN FITTING, .125" N.P.T.1.000 EAHA4051A00PLASTIC CAP FOR GREASE FITTING1.000 EAMJ1000A02GREASE, MOBIL POLYREX EM - 1240470.130 LBHW4500A17317400 ALEMITE GREASE RELIEF1.000 EAHW4500A03GREASE FITTING, .125 NPT 1610(ALEMITE) 81.000 EAHA4054SHORT T-DRAIN FITTING, .125" N.P.T.1.000 EAHA4051A00PLASTIC CAP FOR GREASE FITTING1.000 EADocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6920 Page 7 of 12 Product Information Packet: CECP4103T - 25HP,1770RPM,3PH,60HZ,286TC,1056M,TEFC,FHW2500A25WOODRUFF KEY USA #1008 #BLOW CARBON STEE1.000 EA51XB1214A2012-14X1.25 HXWSSLD SERTYB1.000 EAMG1025N19WILKOFAST, 778.50, RELIANCE BLUE-GREEN0.070 GA85XU0407S044X1/4 U DRIVE PIN STAINLESS4.000 EALB1119NWARNING LABEL1.000 EALC0005CONN.DIA.,TY M,9-LD,DUAL VOLT,REVERSING1.000 EANP3241SS SUPER-E INV UL CSA-EEV PREM CC1.000 EA10PA1000PACKAGING GROUP COMBINED PRINT PK1023A061.000 EALB1449DIV-2/NEC WARNING LABEL1.000 EAMN416A01TAG-INSTAL-MAINT no wire (1200/bx) 3/191.000 EADocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6921 Page 8 of 12 Product Information Packet: CECP4103T - 25HP,1770RPM,3PH,60HZ,286TC,1056M,TEFC,FAC Induction Motor Performance DataRecord # 62432 - Typical performance - not guaranteed valuesWinding: 10WGZ624-R001Type: 1056MEnclosure: TEFCNameplate Data460 V, 60 Hz: High Voltage ConnectionRated Output (HP)25Full Load Torque74.31 LB-FTVolts460Start Configurationdirect on lineFull Load Amps30Breakdown Torque197 LB-FTR.P.M.1770Pull-up Torque91.4 LB-FTHz60Phase3Locked-rotor Torque115 LB-FTNEMA Design CodeBKVA CodeFStarting Current173 AService Factor (S.F.)1.15No-load Current10.4 ANEMA Nom. Eff.93.6Power Factor85Lineline Res. @ 25ºC0.29877 ΩRating - Duty40C AMB-CONTTemp. Rise @ Rated Load54°CS.F. AmpsTemp. Rise @ S.F. Load67°CLocked-rotor Power Factor30.3Load Characteristics 460 V, 60 Hz, 25 HP% of Rated Load255075100125150S.F.Power Factor51738185868686Efficiency9193.894.193.792.991.893.2Speed1792.81785.51778.91770.71762.41751.51766Line amperes12.51722.929.536.544.733.7DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6922 Page 9 of 12 Product Information Packet: CECP4103T - 25HP,1770RPM,3PH,60HZ,286TC,1056M,TEFC,FPerformance Graph at 460V, 60Hz, 25.0HP Typical performance - Not guaranteed valuesDocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6923 Page 10 of 12 Product Information Packet: CECP4103T - 25HP,1770RPM,3PH,60HZ,286TC,1056M,TEFC,FDocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6924 Page 11 of 12 Product Information Packet: CECP4103T - 25HP,1770RPM,3PH,60HZ,286TC,1056M,TEFC,FDocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6925 Page 12 of 12 Product Information Packet: CECP4103T - 25HP,1770RPM,3PH,60HZ,286TC,1056M,TEFC,FMarketing maintained PDF of MN416: http://www.baldor.com/support/Literature/Load.ashx/MN416?ManNumber=MN416 DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6926 J W C E n v i r o n m e n t a l Industrial Sales Manager Travis Slotemaker• travis.slotemaker@jwce.com 2850 S Red Hill Ave, Ste. 125 • Santa Ana, CA 92705 O: 800.331.2277 | D: 714.428.4649 | M: 949-220-6028 SULZER CONFIDENTIAL Grind Test Results Project: Organics and Biomass Grind Monster Industrial Grinder: 3-SHRED Configuration: 3-SHRED: 17T Serrated Cutters, Knurled Spacers and Scrapers DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 927 J W C E n v i r o n m e n t a l Industrial Sales Manager Travis Slotemaker• travis.slotemaker@jwce.com 2850 S Red Hill Ave, Ste. 125 • Santa Ana, CA 92705 O: 800.331.2277 | D: 714.428.4649 | M: 949-220-6028 SULZER CONFIDENTIAL Project: Cantaloupe, Honeydew Melon and Watermelon Monster Industrial Grinder: 3-SHRED Configuration: 3-SHRED: 17T Serrated Cutters, Knurled Spacers and Scrapers Results Reflected on a 1” grid pattern DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 928 J W C E n v i r o n m e n t a l Industrial Sales Manager Travis Slotemaker• travis.slotemaker@jwce.com 2850 S Red Hill Ave, Ste. 125 • Santa Ana, CA 92705 O: 800.331.2277 | D: 714.428.4649 | M: 949-220-6028 SULZER CONFIDENTIAL Project: Pineapples and Bananas Monster Industrial Grinder: 3-SHRED Configuration: 3-SHRED: 17T Serrated Cutters, Knurled Spacers and Scrapers Results Reflected on a 1” grid pattern DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 929 J W C E n v i r o n m e n t a l Industrial Sales Manager Travis Slotemaker• travis.slotemaker@jwce.com 2850 S Red Hill Ave, Ste. 125 • Santa Ana, CA 92705 O: 800.331.2277 | D: 714.428.4649 | M: 949-220-6028 SULZER CONFIDENTIAL Project: Pineapples Monster Industrial Grinder: 3-SHRED Configuration: 3-SHRED: 17T Serrated Cutters, Knurled Spacers and Scrapers Results Reflected on a 1” grid pattern DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 930 J W C E n v i r o n m e n t a l Industrial Sales Manager Travis Slotemaker• travis.slotemaker@jwce.com 2850 S Red Hill Ave, Ste. 125 • Santa Ana, CA 92705 O: 800.331.2277 | D: 714.428.4649 | M: 949-220-6028 SULZER CONFIDENTIAL Project: Broccoli and Corn Monster Industrial Grinder: 3-SHRED Configuration: 3-SHRED: 17T Serrated Cutters, Knurled Spacers and Scrapers Results Reflected on a 1” grid pattern DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 931 J W C E n v i r o n m e n t a l Industrial Sales Manager Travis Slotemaker• travis.slotemaker@jwce.com 2850 S Red Hill Ave, Ste. 125 • Santa Ana, CA 92705 O: 800.331.2277 | D: 714.428.4649 | M: 949-220-6028 SULZER CONFIDENTIAL Project: Coconut Monster Industrial Grinder: 3-SHRED Configuration: 3-SHRED: 17T Serrated Cutters, Knurled Spacers and Scrapers Results Reflected on a 1” grid pattern DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 932 J W C E n v i r o n m e n t a l Industrial Sales Manager Travis Slotemaker• travis.slotemaker@jwce.com 2850 S Red Hill Ave, Ste. 125 • Santa Ana, CA 92705 O: 800.331.2277 | D: 714.428.4649 | M: 949-220-6028 SULZER CONFIDENTIAL Project: Flowers- One and Two Passes Monster Industrial Grinder: 3-SHRED Configuration: 3-SHRED: 17T Serrated Cutters, Knurled Spacers and Scrapers Results Reflected on a 1” grid pattern First Pass Second Pass DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 933 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 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: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6EXHIBIT F JWC ENVIRONMENTAL, INC. X 8/9/2022 X X X 934 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 30A48F88-9317-41BC-A9C2-AAA2C00A66C6 935 Certificate Of Completion Envelope Id: 30A48F88931741BCA9C2AAA2C00A66C6 Status: Sent Subject: Please DocuSign: City Council Contract 8059--Channel Grinder-JWC Environmental Source Envelope: Document Pages: 50 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 8/9/2022 9:09:33 AM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 8/9/2022 9:13:05 AM Viewed: 8/9/2022 9:13:12 AM Signed: 8/9/2022 9:14:25 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 8/9/2022 9:21:48 AM Viewed: 8/9/2022 9:22:04 AM Signed: 8/9/2022 9:22:38 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: 8/9/2022 9:14:29 AM Viewed: 8/9/2022 11:27:42 AM Signed: 8/9/2022 11:28:39 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.24.6.135 Sent: 8/9/2022 11:28:43 AM Viewed: 8/9/2022 4:36:06 PM Signed: 8/9/2022 4:40:08 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 936 Signer Events Signature Timestamp Marvin Lee marvin.lee@sulzer.com VP of Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 12.1.69.34 Sent: 8/9/2022 4:40:12 PM Viewed: 8/9/2022 4:43:58 PM Signed: 8/9/2022 4:51:25 PM Electronic Record and Signature Disclosure: Accepted: 8/9/2022 4:43:58 PM ID: bb4415c2-1531-4d51-a1b4-21ae36786caa Brian Boerner brian.boerner@cityofdenton.com Director of Solid Waste Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/9/2022 4:51:30 PM Viewed: 8/10/2022 7:49:09 AM Signed: 8/10/2022 7:49:32 AM Electronic Record and Signature Disclosure: Accepted: 8/10/2022 7:49:09 AM ID: 9c385c54-f658-4f08-8690-2c381de6aa5b Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/10/2022 7:49:35 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: 8/8/2022 6:40:37 PM ID: e7200bbe-3c17-4ca0-b548-6ce5a168a964 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 937 Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/9/2022 9:14:29 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: 8/10/2022 7:49:36 AM Viewed: 8/10/2022 8:04:07 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 Brandi Neal brandi.neal@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/17/2022 10:49:02 AM ID: 9e757b1b-fa56-43e7-81a9-c6c60d85d5e4 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/9/2022 9:13:05 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 938 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: Marvin Lee, Brian Boerner, Rosa Rios, Brandi Neal 939 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. 940 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. 941 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1846,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 Seepex,Inc.,for an open hopper pump for the Solid Waste and Recycling Department;providing for the expenditure of funds therefor;and providing an effective date (IFB 8059 -awarded to Seepex,Inc.,in the not-to-exceed amount of $51,127.00).The Public Utilities Board recommends approval (6 - 0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™942 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 Seepex, Inc., for an open hopper pump for the Solid Waste and Recycling Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 8059 – awarded to Seepex, Inc., in the not-to-exceed amount of $51,127.00). The Public Utilities Board recommends approval (6 - 0). INFORMATION/BACKGROUND The City of Denton Solid Waste and Recycling (SW&R) Department received grant funding for a pilot commercial organics management program. The pilot start date is dependent on the purchase of channel grinder equipment. The pilot will divert pre and post-consumer food waste from commercial businesses in the Downtown (Valet Collection) area. The organics will be delivered to the Beneficial Reuse composting area and will enter the process to make Dyno Dirt. The grinder is needed to break down large post-consumer food waste so that it can be managed in the onsite anaerobic digester. An RFP was issued for the channel grinder equipment only and a second RFP will be considered for the installation and maintenance. SW&R is seeking a company to execute the acquisition, of a food waste channel grinder and pump. Seepex will provide the pump for the grinder. On April 1, 2022, the City sent an invitation to vendors for bids on a channel grinder and installation. Initially, one bid was returned, and after a careful review was determined to be too costly. The Council rejected the bids on June 7, 2022, and the product was re-solicited. Invitation for Bids was sent to 91 prospective suppliers of this item, including 6 Denton firms. In addition, specifications were placed on the Procurement website for prospective suppliers to download, and advertised in the local newspaper. Two (2) bids meeting specifications were received. The lowest bid was received by Seepex, Inc. NIGP Code Used for Solicitation: 545 - Machinery and Hardware, Industrial Notifications sent for Solicitation sent in IonWave: 91 Number of Suppliers that viewed Solicitation in IonWave: 9 HUB-Historically Underutilized Business Invitations sent out: 3 SBE-Small Business Enterprise Invitations sent out: 43 Responses from Solicitation: 2 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 943 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On September 12, 2022, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award a contract with Seepex, Inc., for an open hopper pump for the Solid Waste and Recycling Department, in a not-to-exceed amount of $51,127. PRINCIPAL PLACE OF BUSINESS Seepex, Inc. Enon, OH ESTIMATED SCHEDULE OF PROJECT Delivery of the items will occur within 8-10 weeks after receipt of order. FISCAL INFORMATION These products and services will be funded using North Texas Council of Government awarded grant funding. Requisition #157057 has been entered into the Purchasing software system in the amount of $51,127. The budgeted amount for this item is $51,127. 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: Brandi Neal, 940-349-8027. Legal point of contact: Marcella Lunn at 940-349-8333. 944 SEEPEX Inc. Enon, OH Line #Description QTY UOM Unit Price 1 1.1 Channel Grinder/Safety Hopper/Mounted Stand 1 EA no bid 1.2 Hopper Pump 1 EA $51,127.00 $51,127.00Total Award: Channel Grinder/Safety Hopper/Mounted Stand/Hopper Pump Exhibit 2 IFB 8059 - Bid Tabulation for Channel Grinder Respondent's Business Name: Principal Place of Business (City and State): 945 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH SEEPEX, INC., FOR AN OPEN HOPPER PUMP FOR THE SOLID WASTE AND RECYCLING DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 8059 AWARDED TO SEEPEX, INC., IN THE NOT-TO-EXCEED AMOUNT OF $51,127.00). WHEREAS, the City has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and city ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies, or services as shown in the Bid Proposals submitted therefore; and function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services as described in the Bid Invitations , Bid Proposals , or plans and specifications on file in the Office of the City s Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 8059 Seepex, Inc. $51,127.00 SECTION 2. That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for such items, and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or their designated representative, is hereby authorized to execute a written contract, which shall be attached hereto; provided that the written contract is in accordance with the terms, 946 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 action 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ 947 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 948 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA IFB CHANNEL GRINDER-SEEPEX 8059 Crystal Westbrook Yes 949 Contract 8059 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND SEEPEX INC. (Contract #8059) THIS CONTRACT is made and entered into this date _______________________, by and between SEEPEX, INC. a OHIO Corporation whose address is 511 Speedway Dr., Enon, OH 45323, 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 #8059 – Channel Grinder, 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 #8059 (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 2271 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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 950 Contract 8059 energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 951 Contract 8059 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: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 937-470-4822 Director of Applications Eng. 2022-927867 Dale Parrett dparrett@seepex.com Director of Solid Waste SWR Brian Boerner 952 Contract 8059 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 will be effective from date of award or notice to proceed with a purchase order as determined by the City of Denton Purchasing Department. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 5. Total Contract Amount The contract total shall not exceed $51,127.00. Pricing shall be per Exhibit E attached. 6. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. 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) DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 953 Contract 8059 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. All damages not to exceed 5% of the PO value. DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 954 Contract 8059 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: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 955 Contract 8059 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. SEEPEX is only responsible if SEEPEX causes the accident completely on their own, or if the accident is jointly caused, SEEPEX will only be responsible for the proportion that we caused. SEEPEX shall be liable for liquidated damages if SEEPEX's late delivery is the sole cause of the project to be delayed and the contractor is assessed liquidated damages from the owner. SEEPEX shall not be liable for any indirect/consequential damages or for the loss of profit, loss of revenue, or loss of production. However, this exclusion does not apply to SEEPEX;s liability for bodily injury/death or to SEEPEX;s liability for gross negligence or willful miss-conduct. All damages not to exceed 5% of the PO value. 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 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 956 Contract 8059 of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices 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 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 957 Contract 8059 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 execution. 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. Acceptable only if the reason for set off is an undisputed claim that was sent to SEEPEX in writing. 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 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 958 Contract 8059 delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written 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. DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 959 Contract 8059 B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 960 Contract 8059 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. Acceptable only if the reason for set off is an undisputed claim that was sent to SEEPEX in writing. 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. 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 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 961 Contract 8059 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. 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. 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 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 962 Contract 8059 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. SEEPEX is only responsible if SEEPEX causes the accident completely on their own, or if the accident is jointly caused, SEEPEX will only be responsible for the proportion that we caused. SEEPEX shall be liable for liquidated damages if SEEPEX's late delivery is the sole cause of the project to be delayed and the contractor is assessed liquidated damages from the owner. SEEPEX shall not be liable for any indirect/consequential damages or for the loss of profit, loss of revenue, or loss of production. However, this exclusion does not apply to SEEPEX;s liability for bodily injury/death or to SEEPEX;s liability for gross negligence or willful miss-conduct. All damages not to exceed 5% of the PO value. 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: DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 963 Contract 8059 SEEPEX is only responsible if SEEPEX causes the accident completely on their own, or if the accident is jointly caused, SEEPEX will only be responsible for the proportion that we caused. SEEPEX shall be liable for liquidated damages if SEEPEX's late delivery is the sole cause of the project to be delayed and the contractor is assessed liquidated damages from the owner. SEEPEX shall not be liable for any indirect/consequential damages or for the loss of profit, loss of revenue, or loss of production. However, this exclusion does not apply to SEEPEX;s liability for bodily injury/death or to SEEPEX;s liability for gross negligence or willful miss-conduct. All damages not to exceed 5% of the PO value. 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. SEEPEX is only responsible if SEEPEX causes the accident completely on their own, or if the accident is jointly caused, SEEPEX will only be responsible for the proportion that we caused. SEEPEX shall be liable for liquidated damages if SEEPEX's late delivery is the sole cause of the project to be delayed and the contractor is assessed liquidated damages from the owner. SEEPEX shall not be liable for any indirect/consequential damages or for the loss of profit, loss of revenue, or loss of production. However, this exclusion does not apply to SEEPEX;s liability for bodily injury/death or to SEEPEX;s liability for gross negligence or willful miss-conduct. All damages not to exceed 5% of the PO value. 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 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 964 Contract 8059 and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 965 Contract 8059 xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 966 Contract 8059 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 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 967 Contract 8059 to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the 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. DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 968 Contract 8059 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 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 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 969 Contract 8059 Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of 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: DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 970 Contract 8059 New Year’s Day (observed) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 971 Contract 8059 costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 972 Contract 8059 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 973 Contract 8059 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: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 974 Contract 8059 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/filinginfo/1295/ 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: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 975 Offer No.: 500235315/2 Date: 19 April 2022 Price overview item Designation Application type quantity Total price(without options) 10 Open Hopper Pump pump to handle Food Waste BT 70-12 1 51,127 USD 51,127 USD Terms of delivery and payment: Delivery time: Available in 12 weeks Due to the current restrictions in the supply chain for some materials, especially electronic items, we reserve the right to revisit our stated delivery time given on any offer at the time of order. Delivery: ex works, excl. packing Offer validity: This offer is valid until 12 May 2022 Payment: Within 30 days Due net Not included unless otherwise stated in datasheet: For example: Anchor Bolts, Gauges, Panels, Seal or Packing Flush Hardware, Starters (AC Motors), Tools, Valves, Video Equipment/Taping, Controls, Lubricants, Pressure Switches, Special Paint or Paint Preparation, Timers, Taxes and Noise & Vibration Testing Your SEEPEX contact: Elijah Tuttle Application Engineer SEEPEX Inc. EXHIBIT E DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 976 Offer No.: 500235315/2 Date: 19 April 2022 Item: 10 Product group T Open Hopper Pump CONVEYING CAPACITY 140 USGPM PRESSURE 90 psi SPEED165 rpm * typical image, design may differ SEEPEX pumps from the T range are used for pumping viscous materials featuring an open hopper and auger feed screw to efficiently transfer the media in to the pumping elements namely rotor and stator. The length of the pump inlet can be altered to suit each application. BT YOUR ADVANTAGES • The design of the hopper and auger feed screw ensure efficient filling of the pumping elements • The hopper dimensions can be adapted for the application • Optionally available Rotor Joint access allows for the pumping elements to be removed without dismantling the pump hopper and associated equipment DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 977 Offer No. 500235315/2/ Hartwell Environmental Corporation 4/19/2022 Item 10 pump to handle Food Waste qty.: 1 Progressive cavity pump BT 70-12 / B2-J0-J0-F9-GA Application data Conveyed product Food Waste Flowability still flowable Viscosity low viscosity (< 500 cP/mPas) Solids content 5-10 % Size of solids not specified Density unknown, 1 kg/dm³ assumed Product temperature 32°F - 113°F pH value 5-9 Kind of operation continuous Operating hours 8 h/day Location indoor, dry atmosphere Altitude of installation up to 1000 m assumed Surrounding temperature normal (32-104 °F) Performance data Capacity Pressure Speed 140 USGPM 90 psi 165 rpm Starting torque 900 lb.ft Inlet pressure flooded (pressureless) NPSHr 7.56 ft Tolerances according to SEEPEX standards. Materials and executions Installation horizontal Direction of rotation counter clockwise (left) Lantern - Design with cover plates Lantern - Material EN-JL 1040 (gci-25) Feed hopper - Design Standard inlet hopper Feed hopper - Material 1.0037 (st. 37-2) Feed hopper - Connection design 650 x 370 mm Feed hopper - Hopper position position 1 Feed hopper - Flushing connection without Feed hopper - Flushing connection position without Pressure branch - Design standard Pressure branch - Material EN-JL 1040 (gci-25) Pressure connection NPS 6, drilled acc. to ASME B 16.5, Class 150, RF Joint - Design pin joint with joint sleeve, grease filled Joint - Material standard, holding bands 1.4401 Joint - Universal joint sleeve: material NBR - Perbunan Coupling rod - Design screw design Coupling rod - Material 1.4404 / AISI 316L Rotor - Design Undersize acc. to GI.ROT.02 Rotor - Material 1.4404 / AISI 316L Stator - Design standard Stator - Material HNBR - Therban Shaft sealing mechanical seal Code GA - single acting mechanical seal Shaft diameter 100 mm Type GA Q1Q1 VGG Casing - material 1.4408 / ASTM A351 grade CF8M Casing - connection standard NPT Plug-in Shaft - Design standard DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 978 Offer No. 500235315/2/ Item 10 Hartwell Environmental Corporation Page 2/3 Plug-in Shaft - Material 1.4404 / AISI 316L Bolting - Design standard Painting - Number of colors single-colored standard Painting - Painted components complete combination Painting - Color Standard Enamel (SEEPEX Blue) Painting - Surface protection std. surface protection C2 (NDFT 95 µm) Drive Type Gear motor Make Nord Model SK52FAL-160LP/4 Mounting position M1 Ratio (i)8.83 Speed 197 rpm Norm Speed 168 rpm Frequency 60 Hz Rated output 20 HP Power factor 0.85 Rated speed 1780 rpm Starting direct on frequency inverter Efficiency class premium efficiency Terminal box position acc. to supplier 1 Cable entry position acc. to supplier I Voltage 230/460 V Frequency 60Hz Rated current 47,6 / 23,8 Enclosure IP55 Thermal class F The frequency inverter has to follow a linear U/f characteristic curve (constant torque). It’s essential to have a minimum overload capability of 150% for at least 3 seconds. (see technical data sheet) Baseplate Design baseplate for block pump with open hopper, design with side feet Material steel, painted GPU Type Code BV-ST-LS Packing Type of packing skid (US) Type of transport truck Quantity of pumps per package 1 pump per package Price composition Unit price USD 51,127 Optional: Dry running protection device (TSE) Design standard design, complete - sensor sleeve fitted to the stator of the pump with integrated temperature sensor - connection head (IP55) - separate TSE control device suitable for mounting inside a control panel Voltage 110-115 V / 50-60 Hz Temperature coefficient NTC Material sensor sleeve 1.4404 / AISI 316L Material connection head aluminium USD 850 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 979 Offer No. 500235315/2/ Item 10 Hartwell Environmental Corporation Page 3/3 All drawings accompanying this offer is for REFERENCE ONLY, final drawings will be created upon receipt of order. If you need this drawing please request on PO. In order to process your order, we will require either a copy of the quote this order is based on, or the quote number. In order to process duplicate wet end orders, we will require the commission number of the pump being duplicated. DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 980 not binding drawing for offer DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA981 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 982 Offer No.: 500235315/2 Date: 14 April 2022 Making life better together We are Ingersoll Rand Businesses Benefiting from over 160 years of experience, which comes from serving 100,000 industrial customers across 50 countries, being ‘an Ingersoll Rand business’ brings unparalleled value to our customers and markets. This portfolio of industry-leading brands provide customers the most precise and innovative solutions in the market for monitoring, dosing and transfer of high-value fluids and gases. These solutions also deliver significant sustainability impact to clean energy, water, food and human health that makes life better for our society and planet. SEEPEX is proud to be an Ingersoll Rand business. DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 983 Offer No.: 500235315/2 Date: 14 April 2022 SEEPEX Services & Digital Solutions HOTLINE +1 844 473-3739 SEEPEX Shop Easy Ordering Register Now go.seepex.com/shop/en/ SEEPEX Service Point Maintenance Support Our services for you • On-site consultation • Installations and commissioning • Rental and trial pumps • Maintenance, repair service • Service contracts • 24-hour helpline • training SEEPEX Digital Solutions Discover what‘s inside your pump DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 984 Offer No.: 500235315/2 Date: 19 April 2022 Price overview item Designation Application type quantity Total price(without options) 10 Open Hopper Pump pump to handle Food Waste BT 70-12 1 51,127 USD 51,127 USD Terms of delivery and payment: Delivery time: Available in 12 weeks Due to the current restrictions in the supply chain for some materials, especially electronic items, we reserve the right to revisit our stated delivery time given on any offer at the time of order. Delivery: ex works, excl. packing Offer validity: This offer is valid until 12 May 2022 Payment: Within 30 days Due net Not included unless otherwise stated in datasheet: For example: Anchor Bolts, Gauges, Panels, Seal or Packing Flush Hardware, Starters (AC Motors), Tools, Valves, Video Equipment/Taping, Controls, Lubricants, Pressure Switches, Special Paint or Paint Preparation, Timers, Taxes and Noise & Vibration Testing Your SEEPEX contact: Elijah Tuttle Application Engineer SEEPEX Inc. EXHIBIT E DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 985 Offer No.: 500235315/2 Date: 19 April 2022 Item: 10 Product group T Open Hopper Pump CONVEYING CAPACITY 140 USGPM PRESSURE 90 psi SPEED165 rpm * typical image, design may differ SEEPEX pumps from the T range are used for pumping viscous materials featuring an open hopper and auger feed screw to efficiently transfer the media in to the pumping elements namely rotor and stator. The length of the pump inlet can be altered to suit each application. BT YOUR ADVANTAGES • The design of the hopper and auger feed screw ensure efficient filling of the pumping elements • The hopper dimensions can be adapted for the application • Optionally available Rotor Joint access allows for the pumping elements to be removed without dismantling the pump hopper and associated equipment DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 986 Offer No. 500235315/2/ Hartwell Environmental Corporation 4/19/2022 Item 10 pump to handle Food Waste qty.: 1 Progressive cavity pump BT 70-12 / B2-J0-J0-F9-GA Application data Conveyed product Food Waste Flowability still flowable Viscosity low viscosity (< 500 cP/mPas) Solids content 5-10 % Size of solids not specified Density unknown, 1 kg/dm³ assumed Product temperature 32°F - 113°F pH value 5-9 Kind of operation continuous Operating hours 8 h/day Location indoor, dry atmosphere Altitude of installation up to 1000 m assumed Surrounding temperature normal (32-104 °F) Performance data Capacity Pressure Speed 140 USGPM 90 psi 165 rpm Starting torque 900 lb.ft Inlet pressure flooded (pressureless) NPSHr 7.56 ft Tolerances according to SEEPEX standards. Materials and executions Installation horizontal Direction of rotation counter clockwise (left) Lantern - Design with cover plates Lantern - Material EN-JL 1040 (gci-25) Feed hopper - Design Standard inlet hopper Feed hopper - Material 1.0037 (st. 37-2) Feed hopper - Connection design 650 x 370 mm Feed hopper - Hopper position position 1 Feed hopper - Flushing connection without Feed hopper - Flushing connection position without Pressure branch - Design standard Pressure branch - Material EN-JL 1040 (gci-25) Pressure connection NPS 6, drilled acc. to ASME B 16.5, Class 150, RF Joint - Design pin joint with joint sleeve, grease filled Joint - Material standard, holding bands 1.4401 Joint - Universal joint sleeve: material NBR - Perbunan Coupling rod - Design screw design Coupling rod - Material 1.4404 / AISI 316L Rotor - Design Undersize acc. to GI.ROT.02 Rotor - Material 1.4404 / AISI 316L Stator - Design standard Stator - Material HNBR - Therban Shaft sealing mechanical seal Code GA - single acting mechanical seal Shaft diameter 100 mm Type GA Q1Q1 VGG Casing - material 1.4408 / ASTM A351 grade CF8M Casing - connection standard NPT Plug-in Shaft - Design standard DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 987 Offer No. 500235315/2/ Item 10 Hartwell Environmental Corporation Page 2/3 Plug-in Shaft - Material 1.4404 / AISI 316L Bolting - Design standard Painting - Number of colors single-colored standard Painting - Painted components complete combination Painting - Color Standard Enamel (SEEPEX Blue) Painting - Surface protection std. surface protection C2 (NDFT 95 µm) Drive Type Gear motor Make Nord Model SK52FAL-160LP/4 Mounting position M1 Ratio (i)8.83 Speed 197 rpm Norm Speed 168 rpm Frequency 60 Hz Rated output 20 HP Power factor 0.85 Rated speed 1780 rpm Starting direct on frequency inverter Efficiency class premium efficiency Terminal box position acc. to supplier 1 Cable entry position acc. to supplier I Voltage 230/460 V Frequency 60Hz Rated current 47,6 / 23,8 Enclosure IP55 Thermal class F The frequency inverter has to follow a linear U/f characteristic curve (constant torque). It’s essential to have a minimum overload capability of 150% for at least 3 seconds. (see technical data sheet) Baseplate Design baseplate for block pump with open hopper, design with side feet Material steel, painted GPU Type Code BV-ST-LS Packing Type of packing skid (US) Type of transport truck Quantity of pumps per package 1 pump per package Price composition Unit price USD 51,127 Optional: Dry running protection device (TSE) Design standard design, complete - sensor sleeve fitted to the stator of the pump with integrated temperature sensor - connection head (IP55) - separate TSE control device suitable for mounting inside a control panel Voltage 110-115 V / 50-60 Hz Temperature coefficient NTC Material sensor sleeve 1.4404 / AISI 316L Material connection head aluminium USD 850 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 988 Offer No. 500235315/2/ Item 10 Hartwell Environmental Corporation Page 3/3 All drawings accompanying this offer is for REFERENCE ONLY, final drawings will be created upon receipt of order. If you need this drawing please request on PO. In order to process your order, we will require either a copy of the quote this order is based on, or the quote number. In order to process duplicate wet end orders, we will require the commission number of the pump being duplicated. DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 989 not binding drawing for offer DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA990 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 991 Offer No.: 500235315/2 Date: 14 April 2022 Making life better together We are Ingersoll Rand Businesses Benefiting from over 160 years of experience, which comes from serving 100,000 industrial customers across 50 countries, being ‘an Ingersoll Rand business’ brings unparalleled value to our customers and markets. This portfolio of industry-leading brands provide customers the most precise and innovative solutions in the market for monitoring, dosing and transfer of high-value fluids and gases. These solutions also deliver significant sustainability impact to clean energy, water, food and human health that makes life better for our society and planet. SEEPEX is proud to be an Ingersoll Rand business. DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 992 Offer No.: 500235315/2 Date: 14 April 2022 SEEPEX Services & Digital Solutions HOTLINE +1 844 473-3739 SEEPEX Shop Easy Ordering Register Now go.seepex.com/shop/en/ SEEPEX Service Point Maintenance Support Our services for you • On-site consultation • Installations and commissioning • Rental and trial pumps • Maintenance, repair service • Service contracts • 24-hour helpline • training SEEPEX Digital Solutions Discover what‘s inside your pump DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 993 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 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: 7FA8D9F0-2066-4D57-A54F-71498D6EEABAEXHIBIT F SEEPEX, INC. 8/30/2022 X 994 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 7FA8D9F0-2066-4D57-A54F-71498D6EEABA 995 Certificate Of Completion Envelope Id: 7FA8D9F020664D57A54F71498D6EEABA Status: Sent Subject: Please DocuSign: City Council Contract 8059--Channel Grinder-Seepex, Inc. Source Envelope: Document Pages: 47 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 8/25/2022 3:13:16 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 8/25/2022 3:16:31 PM Viewed: 8/25/2022 3:16:42 PM Signed: 8/25/2022 3:18:05 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: 8/25/2022 3:18:08 PM Viewed: 8/25/2022 3:50:56 PM Signed: 8/25/2022 3:52:22 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/25/2022 3:52:25 PM Viewed: 8/26/2022 3:49:49 PM Signed: 8/26/2022 3:51:10 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dale Parrett dparrett@seepex.com Director of Applications Eng. Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 65.157.69.34 Sent: 8/26/2022 3:51:13 PM Viewed: 8/29/2022 8:30:18 AM Signed: 8/30/2022 8:42:27 AM Electronic Record and Signature Disclosure: Accepted: 8/29/2022 8:30:18 AM ID: 56499976-efeb-4cf6-bd39-55273268ec68 996 Signer Events Signature Timestamp Brian Boerner brian.boerner@cityofdenton.com Director of Solid Waste Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/30/2022 8:42:32 AM Viewed: 8/30/2022 8:44:20 AM Signed: 8/30/2022 8:44:40 AM Electronic Record and Signature Disclosure: Accepted: 8/30/2022 8:44:20 AM ID: ba393c02-200b-49f5-a26e-55425b8c1cef Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/30/2022 8:44:44 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/22/2022 5:41:11 PM ID: 05711f0c-3102-4347-b828-f8066d261b9f 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/25/2022 3:18:08 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 997 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/30/2022 8:44:44 AM Viewed: 8/30/2022 8:45:26 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 Brandi Neal brandi.neal@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/17/2022 10:49:02 AM ID: 9e757b1b-fa56-43e7-81a9-c6c60d85d5e4 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/25/2022 3:16:31 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 998 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: Dale Parrett, Brian Boerner, Rosa Rios, Brandi Neal 999 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. 1000 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. 1001 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1875,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 Spector Manufacturing,Inc,for the purchase of two (2)walking floor steel trailers for the Solid Waste Department;providing for the expenditure of funds therefor;and providing an effective date (IFB 7883 -awarded to Spector Manufacturing,Inc,in the not-to-exceed amount of $261,478.00). The Public Utilities Board recommends approval (6 - 0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1002 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 Spector Manufacturing, Inc, for the purchase of two (2) walking floor steel trailers for the Solid Waste Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 7883 – awarded to Spector Manufacturing, Inc, in the not-to- exceed amount of $261,478.00). The Public Utilities Board recommends approval (6 - 0). INFORMATION/BACKGROUND The proposed contract is for the purchase of two (2) Steel Walking Floor Trailers for the Solid Waste Department. The new trailers are 45’ long by 96” wide by 100” in height yielding a 101 cubic yard capacity. They will include a roof tarping system for debris control during transport. Both trailers are Fleet additions that were approved in the FY21/22 budget. The trailers will be used to transport refuse materials from the new Public Disposal Facility (PDF) to the working face of the landfill. The goal of the program is to keep the public a safe distance from the working face and reduce the number of times the refuse has to be handled. The PDF allows for the public to dump in a designated controlled environment and then the refuse is simply pushed into the trailers, tarped, transported to the working face, and dumped. FY 22-23 Trailer price $237,708 10% Contingency $23,770 Total: $261,478.00 Invitation for Bids was sent to 78 prospective suppliers of this item, including two (2) Denton firms. In addition, specifications were placed on the Procurement website for prospective suppliers to download, and advertised in the local newspaper. Four (4) bids meeting specifications were received. The lowest bid was received by Spector Manufacturing, Inc. NIGP Code Used for Solicitation: 073 - Trailers Notifications sent for Solicitation sent in IonWave: 78 Number of Suppliers that viewed Solicitation in IonWave: 10 HUB-Historically Underutilized Business Invitations sent out: 7 SBE-Small Business Enterprise Invitations sent out: 35 Responses from Solicitation: 4 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1003 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On September 12, 2022, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award a contract with Spector Manufacturing, Inc, for the purchase of two (2) walking floor steel trailers for the Solid Waste Department, in a not-to-exceed amount of $261,478. PRINCIPAL PLACE OF BUSINESS Spector Manufacturing, Inc St Clair, PA ESTIMATED SCHEDULE OF PROJECT Delivery of the items will occur within 90 – 120 days after receipt of order. FISCAL INFORMATION These trailers will be funded from Solid Waste Department accounts 665187665 and 665188665. Requisition #156743 has been entered into the Purchasing software system in the amount of $237,708. The budgeted amount for this item is $261,478. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Bid Evaluation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Ethan Cox, 940-349-7421. Legal point of contact: Marcella Lunn at 940-349-8333. 1004 Spector Manfacturing, Inc.Wilkens Industries, Inc. Warren Truck and Trailer LLC Somerset Welding and Steel, Inc. St. Clair, PA Morris, MN Talco, TX Somerset, PA Line #Description QTY UOM Unit Unit Unit Unit 1 Steel Walking Floor Trailer 2 EA $237,708.00 $233,464.00 $256,200.00 $257,800.00 2 Freight, delivery, surcharges 2 EA $0.00 $6,538.00 $7,600.00 $10,000.00 $237,708.00 $240,002.00 $263,800.00 $267,800.00 $23,770.00 $261,478.00 Total: Contingency: Total Contract Amount: Respondent's Business Name: Princial Place of Business (City and State): Exhibit 2 IFB 7883 - Bid Tabulation for Walking Floor Steel Trailer 1005 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH SPECTOR MANUFACTURING, INC, FOR THE PURCHASE OF TWO (2) WALKING FLOOR STEEL TRAILERS FOR THE SOLID WASTE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 7883 AWARDED TO SPECTOR MANUFACTURING, INC, IN THE NOT-TO-EXCEED AMOUNT OF $261,478.00). WHEREAS, the City has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and city ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies, or services as shown in the Bid Proposals submitted therefore; and function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services as described in the Bid Invitations , Bid Proposals , or plans and specifications on file in the Office of the City s Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 7883 Spector Manufacturing, Inc $261,478.00 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, 1006 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 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6:______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ 1007 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 1008 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 IFB 7883 Gabby Leeper No Walking Floor Steel Trailers 1009 Contract #7883 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND SPECTOR MANUFACTURING INC (Contract 7883 ) THIS CONTRACT is made and entered into this date _______________________, by and between Spector Manufacturing, Inc, a Pennsylvania Corporation whose address is PO BOX 158 St Clair PA 17970, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products in accordance with the City’s RFP 7883- Walking Floor Steel Trailers, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 7883 (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 2271 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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott DocuSign Envelope ID: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1010 Contract #7883 energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. 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 Sections 2252 and 2270 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 Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1011 Contract #7883 CONTRACTOR BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ SARA HENSLEY, CITY MANAGER 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 SALES Charlie Spector 2022-921178 cspector@spectec.biz 570-429-2510 Public Works Director of Public Works ethan cox 1012 Contract #7883 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 shall commence upon the issuance of a Notice to Proceed or Purchase Order by the City of Denton and shall automatically expire upon completion of the work or receipt of the materials, and acceptance by the City of Denton. 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. 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 DocuSign Envelope ID: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1013 Contract #7883 also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6. Total Contract Amount The contract total shall not exceed $261,478. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time Products or services will be delivered 90-120 days after the receipt of order from the City. 8. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery beyond contracted lead times Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1014 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1015 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1016 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1017 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1018 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1019 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1020 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1021 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1022 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1023 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1024 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1025 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1026 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1027 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1028 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1029 Contract #7883 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) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas 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, DocuSign Envelope ID: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1030 Contract #7883 or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (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 DocuSign Envelope ID: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1031 Contract #7883 Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1032 Contract #7883 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1033 Exhibit E- Contractor’s Proposal DocuSign Envelope ID: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1034 Exhibit E- Contractor’s Proposal DocuSign Envelope ID: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1035 Exhibit E- Contractor’s Proposal DocuSign Envelope ID: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1036 Contract #7883 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/filinginfo/1295/ 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: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977 1037 DocuSign Envelope ID: 3172D2BE-0BB8-4BCC-8B0F-EA487E0B9977Exhibit F- Form CIQ Spector Manufacturing, Inc 1038 Certificate Of Completion Envelope Id: 3172D2BE0BB84BCC8B0FEA487E0B9977 Status: Sent Subject: Please DocuSign: City Council Contract 7883 Walking Floor steel Trailer Source Envelope: Document Pages: 30 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 1 Gabby Leeper AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 8/11/2022 4:31:23 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) Completed Using IP Address: 198.49.140.104 Sent: 8/11/2022 4:36:08 PM Viewed: 8/11/2022 4:36:54 PM Signed: 8/11/2022 4:39:39 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: 12.105.149.83 Sent: 8/11/2022 4:39:41 PM Viewed: 8/12/2022 8:56:55 AM Signed: 8/12/2022 8:58:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.24.6.135 Signed using mobile Sent: 8/12/2022 8:58:02 AM Viewed: 8/16/2022 6:34:12 PM Signed: 8/16/2022 6:37:40 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Charlie Spector cspector@spectec.biz Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 24.55.141.61 Sent: 8/16/2022 6:37:42 PM Resent: 8/26/2022 10:02:25 AM Resent: 8/29/2022 9:15:50 AM Viewed: 8/31/2022 9:53:10 AM Signed: 8/31/2022 9:55:28 AM Electronic Record and Signature Disclosure: Accepted: 8/31/2022 9:53:10 AM ID: 8234b5aa-2518-4607-940d-6ff8d4c9b34c 1039 Signer Events Signature Timestamp ethan cox Ethan.Cox@cityofdenton.com Director of Public Works Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/31/2022 9:55:30 AM Resent: 8/31/2022 10:29:12 AM Viewed: 8/31/2022 11:52:49 AM Signed: 8/31/2022 11:53:35 AM 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/31/2022 11:53:38 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/22/2022 5:41:11 PM ID: 05711f0c-3102-4347-b828-f8066d261b9f 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/11/2022 4:39:41 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 1040 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/31/2022 11:53:37 AM Viewed: 9/1/2022 8:23:36 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 Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/27/2022 1:23:15 PM ID: 456127bf-7f0e-4416-81d3-5729f997d68a Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/11/2022 4:36:08 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 1041 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: Charlie Spector, ethan cox, Rosa Rios, Terry Kader 1042 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. 1043 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. 1044 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1876,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 Bedford,under the Texas Government Code,Section 791.001,to authorize the City of Bedford 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 8077 -award an Interlocal Cooperative Purchasing Agreement with the City of Bedford). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1045 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 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 Bedford, under the Texas Government Code, Section 791.001, to authorize the City of Bedford 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 8077 – award an Interlocal Cooperative Purchasing Agreement with the City of Bedford). 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 Bedford and for the City of Bedford 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 Bedford intends to utilize the City of Denton’s RFP 7661- Light Duty Vehicles. 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 Bedford for various goods and services. PRINCIPAL PLACE OF BUSINESS City of Bedford Bedford, TX City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1046 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. 1047 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 BEDFORD, UNDER THE TEXAS GOVERNMENT CODE, SECTION 791.001, TO AUTHORIZE THE CITY OF BEDFORD AND CITY OF DENTON TO UTILIZE EACH AND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 8077 AWARD AN INTERLOCAL COOPERATIVE PURCHASING AGREEMENT WITH THE CITY OF BEDFORD). 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 Bedford under Section 791.001 of the Texas Government Code, a copy of which is attached hereto and incorporated by reference ). 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ 1048 PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: ________________________________ 1049 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 5068E6B3-C22C-421A-83C3-EDFF1508625E Gabby Leeper IA Not Applicable Interlocal Agreement with the City of Bedford 8077 1050 DocuSign Envelope ID: 5068E6B3-C22C-421A-83C3-EDFF1508625E 1051 DocuSign Envelope ID: 5068E6B3-C22C-421A-83C3-EDFF1508625E 1052 DocuSign Envelope ID: 5068E6B3-C22C-421A-83C3-EDFF1508625E 1053 DocuSign Envelope ID: 5068E6B3-C22C-421A-83C3-EDFF1508625E 1054 DocuSign Envelope ID: 5068E6B3-C22C-421A-83C3-EDFF1508625E 1055 DocuSign Envelope ID: 5068E6B3-C22C-421A-83C3-EDFF1508625E 1056 DocuSign Envelope ID: 5068E6B3-C22C-421A-83C3-EDFF1508625E 1057 Certificate Of Completion Envelope Id: 5068E6B3C22C421A83C3EDFF1508625E Status: Sent Subject: Please DocuSign: City Council Contract 8077 Interlocal Agreement with City of Bedford Source Envelope: Document Pages: 8 Signatures: 1 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 8/26/2022 10:43:55 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: 8/26/2022 12:40:28 PM Viewed: 8/26/2022 12:42:44 PM Signed: 8/26/2022 12:43:11 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/26/2022 12:43:14 PM Viewed: 8/29/2022 8:33:40 AM Signed: 8/29/2022 8:34:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/29/2022 8:34:22 AM Viewed: 8/31/2022 12:19:08 PM Signed: 8/31/2022 12:19:35 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/31/2022 12:19:39 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: 1058 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: 9/7/2022 10:07:58 AM ID: d71dd81e-1480-4196-ab34-4bab4cec1042 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/26/2022 12:43:13 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: 8/31/2022 12:19:38 PM Viewed: 9/12/2022 10:24:54 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 Blake Williams Blake.Williams@bedfordtx.gov 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 8/26/2022 12:40:28 PM 1059 Payment Events Status Timestamps Electronic Record and Signature Disclosure 1060 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 1061 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. 1062 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. 1063 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1879,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 Professional Services Agreement with Kimley-Horn and Associates,Inc.,for the professional design and master plan services for the Aquatics Facilities for the Parks and Recreation Department;providing for the expenditure of funds therefor;and providing an effective date (RFQ 7850-004 - Professional Services Agreement for professional design services awarded to Kimley-Horn and Associates, Inc., in the not-to-exceed amount of $80,000.00). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1064 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Kimley-Horn and Associates, Inc., for the professional design and master plan services for the Aquatics Facilities for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7850-004 – Professional Services Agreement for professional design services awarded to Kimley- Horn and Associates, Inc., in the not-to-exceed amount of $80,000.00). INFORMATION/BACKGROUND The City of Denton Parks and Recreation Department has three outdoor aquatic facilities: the Water Works Park, Civic Center Pool, and the Carl Gene Young Sr. Sprayground. The City also shares the Denton Natatorium with the Denton Independent School District (DISD). Through this contract and upon completion of the plan, Kimley-Horn and Associates, Inc. will provide the Parks and Recreation Department with accurate and detailed cost estimates regarding operation and capital expenses such as improvements to existing facilities, proposed facilities, and programming. The Parks and Recreation Department intends to seek funding for these projects through future CIP/CMP and/or bond programs. Facility Address Year Built Denton Natatorium & Water Work Park (WWP) 2400 Long Road Denton, 76207 2003 Civic Center Pool (CCP) 515 N. Bell Avenue Denton 76201 1969 Carl Gene Young Sr. Sprayground 327 S. Wood Street Denton 76205 2018 City Council adopted the Parks, Recreation, and Trails System Master Plan on March 1, 2022. The master plan identifies several improvements and significant investments needed for the Aquatics division. This agreement will elaborate on those recommendations by conducting investigations for the following: • Provide a system to prioritize infrastructure and capital improvement projects. • Determine budgets & probable construction costs. • Identify new revenue streams & facilities. • Identify and integrate sustainable practices and operations using innovation in technology and trends. • Coordinate with local community stakeholders to identify consistency and shared interests, such as Denton ISD, the University of North Texas, and Texas Women's University. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1065 This agreement will consist of public engagement, needs assessment, conceptual designs, probable costs, and a business plan in correlation with the above items. This agreement is vital in future planning for Parks and Recreation and its mission to serve and meet the community's needs and prepare for potential future bond programs. Request for Qualifications for landscape architect services for the Parks and Recreation Department was solicited using the City’s formal solicitation process. City Council approved a pre-qualified list of professional service firms on February 1, 2022 (Ordinance 22-192). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 1, 2022, Council approved RFQ 7850 for a prequalified list of firms for landscape architect services (Ordinance 22-192). RECOMMENDATION Award a contract with Kimley-Horn and Associates, Inc., for the professional design and master plan services for the Aquatics Facilities for the Parks and Recreation Department, in a not-to-exceed amount of $80,000. PRINCIPAL PLACE OF BUSINESS Kimley-Horn and Associates, Inc. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date within twelve (12) months. FISCAL INFORMATION These services are funded from project account 400359469. Requisition #156914 has been entered into the Purchasing software system in the amount of $80,000. The budgeted amount for this item is $80,000. 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, 940-349-8808. Legal point of contact: Marcella Lunn at 940-349-8333. 1066 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC., FOR THE PROFESSIONAL DESIGN AND MASTER PLAN SERVICES FOR THE AQUATICS FACILITIES FOR THE PARKS AND RECREATION DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7850-004 PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONAL DESIGN SERVICES AWARDED TO KIMLEY-HORN AND ASSOCIATES, INC., IN THE NOT-TO- EXCEED AMOUNT OF $80,000.00). WHEREAS, on February 1, 2022, the City Council approved a pre-qualified professional services list of state certified firms to provide landscape architectural services as needed for projects for the Parks and Recreation Department (Ordinance 22-192), and the professional services provider ) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associa , 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 City Manager, or their designee, is hereby authorized to enter into an agreement with Kimley-Horn and Associates, Inc., to provide professional design services for the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. 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. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. 1067 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 1068 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 Aquatics Masterplan PSA 7850-004 Erica Garcia Not Applicable 1069 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 1 of 19 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and Kimley-Horn and Associates, Inc., with its corporate office at 421 Fayetteville Street, Suite 600, Raleigh, NC 27601 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Aquatics Master Plan (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $80,000 in the manner and in accordance with the fee schedule as set forth in Attachment A. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1070 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 2 of 19 A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1071 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 3 of 19 care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1072 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 4 of 19 responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1073 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 5 of 19 ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1074 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 6 of 19 J. INSURANCE (1) ENGINEER’S INSURANCE a. Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b. Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’ Compensation – ENGINEER shall maintain workers DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1075 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 7 of 19 compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1076 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 8 of 19 f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. l. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1077 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 9 of 19 K. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1078 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 10 of 19 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 AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1079 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 11 of 19 becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1080 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 12 of 19 I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1081 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 13 of 19 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ENGINEER. b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1082 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 14 of 19 IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1083 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 15 of 19 ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel ENGINEER 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, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER: (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. M. 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, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER, 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. N. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Engineer acknowledges that in accordance with Chapter 2274 of the Texas DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1084 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 16 of 19 Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Engineer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. P. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1085 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 17 of 19 Q. 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 Engineer submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Engineer 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. R. 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 Engineer shall complete and submit the City’s Conflict of Interest Questionnaire. S. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1086 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 18 of 19 executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A - Scope of Service, Compensation and Schedule These documents make up the AGREEMENT 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 AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. Duly executed by each party’s designated representative to be effective on the date subscribed by the City Manager. ENGINEER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: _____________________ Title: ____________________________ _________________________________ PHONE NUMBER ________________________________ EMAIL ADDRESS ________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ SARA HENSLEY, CITY MANAGER 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: 20B5AA69-5905-4D35-BF03-9108C70576C8 2022-929052 817-335-6511 Scott Arnold Scott Arnold Vice President Director of Parks and Recreation Gary Packan Parks and Recreation 1087 Page 1 kimley-horn.com 5301 Southwest Parkway, Building 2, Suite 100, Austin, TX 78735 512-646-2237 August 15, 2022 City of Denton Chris Escoto, CPRP 601 East Hickory Street Denton, TX 76205 Via Email:chris.escoto@cityofdenton.com Re:City of Denton – Aquatics Master Plan Services Dear Mr. Escoto: Kimley-Horn and Associates, Inc. (“Kimley-Horn” or “Consultant”) is pleased to submit this letter agreement (the “Agreement”) to The City of Denton (“Client” or “City”) for providing an Aquatics Master Plan. Project Understanding The City intends to enter an Agreement with Kimley-Horn to provide a community driven needs assessment of the Aquatic operation culminating to an Aquatics Master Plan. Denton has three outdoor aquatic facilities: the Water Works Park (WWP), Civic Center Pool (CCP), and the Carl Gene Young Sr. Sprayground. The City also shares the Denton Natatorium with the Denton Independent School District (DISD). Scope of Services Kimley-Horn will provide the services specifically set forth below. Task 1 Data Collection Prior to beginning this task, the City will furnish the Consultant any existing information on the site including topographic surveys, geo-technical reports, as-built plans, data and maps from prior master plans, and plat with utility easements and locations shown. This task includes a one-day in-person visit from the Consultant and team members. The City will also provide the Consultant with existing funding sources and operational data. 1.1 Initial Communication and Coordination Prior to and during this task the Consultant will finalize timelines with the City, set up communication protocol, hold a project kick-off meeting, and establish procedures for providing project status reports on a bi-monthly basis. 1.2 Facility Visit The Consultant will need to become familiar with the location, condition, and programming offered at all existing aquatic facilities (City of Denton, University of North Texas and Texas Women’s University). The basic approach to this task will consist of the following: A. Prior to visiting the pools – the City will provide the Consultant any existing information on ATTACHMENT A DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1088 Page 2 kimley-horn.com 5301 Southwest Parkway, Building 2, Suite 100, Austin, TX 78735 512-646-2237 the pools including age, known condition issues, chemical usage, recent renovations, current operating costs, attendance, and revenue. B. The Consultant will visit the three outdoor aquatic facilities (WWP, CCP and Carl Gene Young Sr. Sprayground) and perform a general evaluation of the condition of the facility. The facilities will be photographed and information about condition and operational issues will be documented in the form of descriptive meeting notes. C. Overview comments will be developed and submitted regarding support spaces, parking, ADA compliance, and other site issues. D. The deliverable will consist of a one-to-two-page report for each location noting the type of pool, program elements, systems, condition issues, and opinion of contribution of the facility to the overall city-wide aquatic program. 1.3 Research and Compile Demographics The Consultant will conduct research and compile demographic information, including population, age distribution, income, weather analysis and economic considerations that could affect the future viability of the aquatic facilities. 1.4 Aquatic Area Providers Study The Consultant will study other area aquatic providers to better understand the aquatic services and facilities that are provided in the region and the fees that are being charged for those services. This information will also be used as a benchmark when comparing the services offered by the City’s aquatic facilities as opposed to the similar area providers. 1.5 Meetings Meetings will include a one-day site visit from the Consultant and a follow up internet meeting to review and discuss findings with the City. The City’s project manager and aquatics manager will attend meetings and site visits with the Consultant. Task 2 Goals, Objectives, Public Meetings 2.1 Community Workshops and Local Community Stakeholder Input The City will lead community workshops to analyze needs and determine objectives. The Consultant will provide the City with a presentation that will include images and/or video presentations with commentary on the existing pools and features of other aquatic centers that could be considered for this project; background information on historic and contemporary issues in the industry; and an open-forum question-and-answer session to discuss concerns and needs of those individuals and groups attending the meeting. The Consultant will coordinate with local community stakeholders including Denton ISD, University of North Texas Representatives and Texas Women’s University to identify consistency and shared interest. ATTACHMENT A DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1089 Page 3 kimley-horn.com 5301 Southwest Parkway, Building 2, Suite 100, Austin, TX 78735 512-646-2237 A matrix of programming priorities will be developed and discussed to prioritize programming and facility features. The Consultant will use the results of the interviews and public workshop to develop a needs profile. 2.2 SWOT Analysis The Consultant will meet with the City Staff and individuals involved in the project to complete a Strengths Weakness Opportunities and Threats (SWOT) analysis of existing amenities and programs. 2.3 Programming Based upon the findings, a program for the proposed aquatic facility modifications will be developed from the community meetings, City aquatic staff, facilitated focus groups, and interviews. The program will reflect the desires submitted by these groups. 2.4 Meetings The Consultant will attend three (3) in-person City staff led public meetings and up to three (3) internet meetings during this task. Task 3 Conceptual Designs and Prioritization 3.1 Conceptual Designs The Consultant will provide a generic conceptual plan of each aquatic facility identified through the needs analysis and programming. The plan will illustrate ways to organize the spaces in a functional arrangement and confirm that the facility footprint will contain the areas proposed in the design program. Concepts with varying space requirements will be identified along with budgeting considerations. Based on results of the meetings and programming sessions – conceptual plans will be developed that could address: A. Spray grounds or splash pad additions. B. Swimming pool additions for competition, practice, leisure or therapeutic uses C. Waterslides, Spray/Play Features, Lazy Rivers D. Shade Structures E. General layouts of support areas (Locker Rooms, Meeting Room, Office Area and Pool Mechanical Areas) will be considered as part of the overall concept. Conceptual design of the support areas will not be included. ATTACHMENT A DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1090 Page 4 kimley-horn.com 5301 Southwest Parkway, Building 2, Suite 100, Austin, TX 78735 512-646-2237 An Opinion of Probable Cost will be developed for the concept plan. Because the Consultant does not control the cost of labor, materials, equipment, or services furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions rendered as to costs, including but not limited to opinions as to the costs of construction and materials, shall be made on the basis of its experience and represent its judgment as an experienced and qualified professional, familiar with the industry. The Consultant cannot and does not guarantee that proposals, bids, or actual costs will not vary from its opinions of cost. 3.2 Prioritization Plan Using the concept plans and Opinion of Probable Costs, the Consultant will discuss prioritization plans for infrastructure and capital improvement projects with the City. Scenarios will offer solutions regarding additions or modifications based on needs with the goal of providing the needed services at a more sustainable operations cost. 3.3 Meetings The Consultant will attend up to three (3) internet meetings during this task. Task 4 Economic and Operational Impact Study (Optional) 4.1 Economic Impact Study Based upon any final public and Client comments - the Consultant will finalize the analysis of the economic impact of the facilities to the Parks and Recreation Department. In this segment of the study the following will be researched, analyzed, and reported: A. Demographic research will be completed to appropriately evaluate the proposed facilities. Analysis will include population and age distribution, income, weather analysis, and local economic considerations that could affect the project’s viability. B. An opinion of probable expenses will be developed and it will include demands on labor, contract services, supplies, utilities, maintenance, and funds needed for future repair. C. An opinion of revenue will be developed. Market area demographics for population, age, and income will be analyzed to understand the economics of the region and the level of discretionary income that may be used for leisure and competitive aquatic activity. D. Revenue projections will be derived from the likely market penetration, special user groups through creative programming, and the potential of income. The analysis will include a commentary on the influence of the tourism. This analysis will incorporate an opinion of attendance and offer recommendations of a competitive fee structure for all facilities. ATTACHMENT A DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1091 Page 5 kimley-horn.com 5301 Southwest Parkway, Building 2, Suite 100, Austin, TX 78735 512-646-2237 4.2 Operational Impact Based upon any final public and City comments - the Consultant will finalize the analysis of the operational impact of the facility to the Parks and Recreation Department. In this segment of the study the following will be researched, analyzed, and reported: A. A facility management outline will be completed that includes a facility operating schedule, facility capacity limits, organization chart, job descriptions, and a wage structure for all employees. B. Area aquatic user groups will be identified to determine organizations that will contribute to filling available capacity in the facility. C. A marketing program will be prepared to aid in creatively promoting the proposed projects once the project is completed. Task 5 Final Report & Presentation 5.1 Finalize the Plans and Opinions of Probable Cost The Consultant will finalize the report and presentation for the master plan. 5.2 Deliverables Deliverables will consist of one (1) digital copy of the plan document and presentations. The master plan report will include professionally written text and graphic exhibits documenting methodology, implementation scenarios, meeting notes, program elements, final conceptual designs for each proposed location, and opinions of probable cost. Services Not Included Any other services, including but not limited to the following, are not included in this Agreement: Franchise Utility Coordination Traffic Impact Studies or Signal Design Preparation of Traffic control plans Revisions due to changes in regulations Construction Documents of any kind Archaeological Survey Off-Site Easement Descriptions, other than noted Detailed Labor/Materials Cost Estimates (As Prepared by an Estimating Service) Record Drawing Survey Wetlands Permitting / Delineation Environmental Impact Statement ATTACHMENT A DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1092 Page 6 kimley-horn.com 5301 Southwest Parkway, Building 2, Suite 100, Austin, TX 78735 512-646-2237 3D Architectural Renderings and Computer Animations Specialty Audio/Visual or Food Service Consultant Services Operations and Training Consultation Information Provided By City We shall be entitled to rely on the completeness and accuracy of all information as requested in the scope of services above provided by the City or the City’s consultants or representatives. Schedule We will provide our services as expeditiously as practicable with the goal of meeting the following schedule: Task 1-5 Data Collection, Goals, Objectives, Public Meetings, Concept Design and Prioritization, Final Report 4 Months Fee and Expenses Kimley-Horn will perform the services in Tasks 1-5 for the total lump sum fee below (inclusive of expenses). Task 1 Data Collection $15,000 Task 2 Goals, Objectives, Public Meetings $26,000 Task 3 Concept Design and Prioritization $26,000 Task 4 Economic and Operational Impact Study (Optional)$ 5,000 Task 5 Final Report $ 8,000 Total Lump Sum Fee (Tasks 1-5)$80,000 Lump sum fees will be invoiced monthly based upon the overall percentage of services performed. Payment will be due within 25 days of your receipt of the invoice and should include the invoice number and Kimley-Horn project number. Very truly yours, KIMLEY-HORN AND ASSOCIATES, INC. Austin Powers Brian J. Parker, P.E. Associate Senior Vice President ATTACHMENT A DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1093 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 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: 20B5AA69-5905-4D35-BF03-9108C70576C8 Kimley Horn and Associates, Inc. and Associates, Inc. 9/2/2022 n/a X 1094 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 1095 Certificate Of Completion Envelope Id: 20B5AA6959054D35BF039108C70576C8 Status: Sent Subject: Please DocuSign: City Council Contract 7850-004 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 9/2/2022 10:32:06 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: 9/2/2022 11:14:14 AM Viewed: 9/2/2022 11:14:28 AM Signed: 9/2/2022 11:15:22 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: 9/2/2022 11:15:24 AM Viewed: 9/2/2022 11:16:56 AM Signed: 9/2/2022 11:17:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/2/2022 11:17:33 AM Viewed: 9/2/2022 11:18:19 AM Signed: 9/2/2022 11:19:20 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Arnold Scott.arnold@kimley-horn.com Vice President Kimley-Horn and Associates, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 134.238.171.64 Sent: 9/2/2022 11:19:23 AM Viewed: 9/2/2022 11:20:03 AM Signed: 9/2/2022 11:20:46 AM Electronic Record and Signature Disclosure: Accepted: 3/27/2020 10:55:11 AM ID: a1f38400-e5cc-4b57-8548-4dd7e031355d 1096 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: 9/2/2022 11:20:49 AM Viewed: 9/2/2022 11:21:48 AM Signed: 9/2/2022 11:22:14 AM Electronic Record and Signature Disclosure: Accepted: 9/2/2022 11:21:48 AM ID: 646dc881-39af-44db-a865-9b042f2e5e2a Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 9/2/2022 11:22:17 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: 8/22/2022 5:41:11 PM ID: 05711f0c-3102-4347-b828-f8066d261b9f 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 9/2/2022 11:15:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 1097 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 9/2/2022 11:22:16 AM Viewed: 9/2/2022 11:25:52 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 Chris Escoto Chris.Escoto@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 9/2/2022 11:14:14 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 1098 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: Scott Arnold, Gary Packan, Rosa Rios 1099 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. 1100 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. 1101 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1755,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 contracts regarding Denton Public Library’s Books on Tap book discussion events for adults at local breweries and bars; and providing an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1102 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Library ACM: Christine Taylor DATE: September 20, 2022 SUBJECT: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute contracts regarding Denton Public Library’s Books on Tap book discussion events for adults at local breweries and bars; and providing an effective date. BACKGROUND: Denton Public Library’s DPL2G0 outreach services brings the library to community members. A pilot program of a series of book discussions at local breweries and bars is planned this fall as part of DPL2Go outreach services. The Books on Tap book discussion events are targeted to younger adults who may not visit library facilities regularly or adults who may not be aware of library services. The events will promote literacy and community connections as library staff engages with readers outside library facilities. Denton Public Library has reached out to local community businesses to serve as host sites for this program: Paschall Bar, Denton County Brewing Company (DCBC), and Harvest House. Coordinating with each business to host Books on Tap meetings expands library marketing, increases awareness of library programming through Denton businesses, and creates opportunities for further collaboration with other community business owners for future host sites for this program. A partnership agreement outlines the roles and responsibilities each party in regard to logistics and operations of the Books on Tap program. Library staff will be responsible for all literacy operations and will be on-site during the program. Paschall Bar, DCBC, and Harvest House will serve only as the host facility for the program. The agreement ensures all City of Denton and Library policies, and procedures are being followed. If the Books on Tap series pilot season is successful, the library will continue the events using the partnership agreement with future host sites. RECOMMENDATION: Staff recommends approval of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Library Board was presented with information about the agreement at the September 13, 2022 meeting. FISCAL INFORMATION: This is a non-financial agreement between Paschall Bar, DCBC, Harvest House and the City of Denton. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1103 EXHIBITS: 1- Agenda Information Sheet 2- Ordinance and Agreement Respectfully submitted: Jennifer Bekker Director of Libraries Prepared by: Haley Phillips Outreach Librarian 1104 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACTS REGARDING DENTON PUBLIC LIBRARY S BOOKS ON TAP BOOK DISCUSSION EVENTS FOR ADULTS AT LOCAL BREWERIES AND BARS; AND PROVIDING AN EFFECTIVE DATE. Agency ; WHEREAS, the City Council recognizes that the services provided by each such Partner Agency meet a public purpose and provide a governmental function; and WHEREAS, the City Council recognizes the time without additional City Council authority; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and are made a part of this ordinance. SECTION 2. The City Council approves the form agreement, attached hereto as Exhibit A, for use in formalizing Partner Agency relationships to further the Books on Tap program, subject to all applicable federal, state, and local laws. SECTION 3. Upon finalizing a program with a Partner Agency, the Library will prepare a contract, substantially in the same form as Exhibit A, for execution by the City Manager or their designee without any further authority, guidance, or direction from the City Council. The City Manager, or their designee, is further authorized to carry out the rights, duties, obligations, and responsibilities of the City related thereto. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any additional actions that are deemed necessary or advisable by the City Manager, or their designee, or 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. The Library will provide a report to City Council in the Friday Report, or other appropriate method, regarding programs that are contracted for using this delegated authority. 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 [___ - ___]: 1105 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY:_________________________________ 1106 Exhibit A Denton Public Library coordinates with local business to provide facilities for library programming. Services and programs must support the Denton Public Library mission and priorities. Whereas Denton Public Library recognizes that the services provided by Partner Agency meet a public purpose and provide a governmental function; NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and conditions contained herein and pursuant to the authority permitted under the laws of the State of Texas, promise and agree as follows: ice/program site-based agreements between Denton Public Library and ____________________________(Partner Agency), pertaining to ________________________________________(Program Name). This agreement begins on ________________and ends on _______________. The agreement may be renewed quarterly if agreed upon by both parties by completing a new agreement form. The agreement may be cancelled by either party with at least 30 days notice of cancellation. Denton Public Library and _______________________________________ agree to collaborate and communicate regularly to ensure the success of the coordinated services and programs. Partner and Library and prio Meeting Dates:________________________________________________________________ LOGISTICS The partner will provide Denton Public Library with the following as part of the service/program: Facility for the program to occur Set up before events and clean after events Other:__________________________________________________________________________ SERVICE/PROGRAM INFORMATION Service/program description: Number of hours and schedule when service/program will be provided: 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. 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. CONTACT INFORMATION Library Program Contact Information: Partner Agency Contact Information: LIABILITY A. It is understood and agreed between the parties that each party hereto shall be responsible for its own responsible for any negligent act or omission of the other party or its employees in connection with this 1107 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, if any, 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.ental 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. 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 1108 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 Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. [Signature Page to Follow] 1109 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. SIGNATURES OF BOTH PARTIES Library Program Coordinator _____________________________ ______________________________ ________________ Signature Printed Name Date Director of Libraries _____________________________ ______________________________ ________________ Signature Printed Name Date Partner Agency Supervisor/Administrator _____________________________ ______________________________ ________________ Signature Printed Name Date 1110 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1800,Version:1 Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the execution of the first amendment to a funding agreement between the City and Giving Hope,Inc.approved by City Council on April 19,2022;said first amendment to amend the agency name on the contract to Grace Like Rain, Inc. DBA Giving Grace. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1111 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Community Services CM/ DCM/ ACM: Frank Dixon, Assistant City Manager DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the execution of the first amendment to a funding agreement between the City and Giving Hope, Inc. approved by City Council on April 19, 2022; said first amendment to amend the agency name on the contract to Grace Like Rain, Inc. DBA Giving Grace. DISCUSSION In April 2022, City Council approved a funding agreement between the City and Giving Hope, Inc. to provide Nonprofit Capacity Support Program through the Coronavirus State and Local Fiscal Recovery Funds (SLFRF) under the American Rescue Plan Act. The Giving Hope, Inc. executive board voted to dissolve Giving Hope, Inc. and move existing programs and services under Grace Like Rain. The Grace Like Rain board voted to change their agency name to Grace Like Rain DBA Giving Grace, and the name change went into effect on July 1, 2022. The attached Ordinance and Amendment to the Service Agreement between the City and Giving Hope, Inc. will update the agency name on the agreement to Grace Like Rain DBA Giving Grace. OPTIONS • Approve the amendment to the funding agreement; • Do not approve the amendment to the funding agreement. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance and Amendment Respectfully submitted: Megan Ball Homeless Programs Coordinator City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1112 Page 1 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE EXECUTION OF THE FIRST AMENDMENT TO A FUNDING AGREEMENT BETWEEN THE CITY AND GIVING HOPE, INC. APPROVED BY CITY COUNCIL ON APRIL 19, 2022; SAID FIRST AMENDMENT TO AMEND THE AGENCY NAME ON THE CONTRACT TO GRACE LIKE RAIN, INC. DBA GIVING GRACE. WHEREAS, pursuant to Ordinance No. 22-432, the City of Denton (the “City”) entered into an agreement on April 19, 2022 with Giving Hope, Inc., (the “Agency”) to provide Nonprofit Capacity Support Program through Coronavirus State and Local Fiscal Recovery Funds (SLFRF) under the American Rescue Plan Act (the “Agreement”); and WHEREAS, Giving Hope, Inc. has been acquired by the nonprofit corporation Grace Like Rain, Inc.; and WHEREAS, Grace Like Rain, Inc., doing business under the assumed name Giving Grace, has assumed the rights, responsibilities, and obligations of Giving Hope, Inc. as set forth in the Agreement; and WHEREAS, the City deems it necessary to amend the Agreement to clarify that Giving Hope, Inc. has assigned its obligations under the Agreement to Grace Like Rain, Inc. DBA Giving Grace; and WHEREAS, the City Council of the City hereby finds that amending the Agreement pursuant to Amendment 1 is in the public interest; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager, or their designee, is hereby authorized to execute Amendment 1 to the Agreement, and to carry out the duties and responsibilities of the City under Amendment 1 and the Agreement, including expenditure of funds as provided in the Agreement, as amended by Amendment 1. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. 1800 1113 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 Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of _______________, 2022. ______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ Digitally signed by Scott Bray Date: 2022.08.22 15:22:39 -05'00' 1114 Page 1 of 2 2021-2022 GRANT SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND GIVING HOPE, INC. AMENDMENT 1 to Agreement This Amendment 1 to Agreement is made by and between the City of Denton (the “City”) and Grace Like Rain, Inc. DBA Giving Grace (the “Agency”). WHEREAS, pursuant to Ordinance No. 22-432, the City entered into an agreement on April 19, 2021 with Giving Hope, Inc. to provide a Nonprofit Capacity Support Program through Coronavirus State and Local Fiscal Recovery Funds (SLFRF) under the American Rescue Plan Act (the “Agreement”); and WHEREAS, Giving Hope, Inc. has been acquired by the Agency; and WHEREAS, the Agency, by acquiring Giving Hope, Inc., has assumed the rights, responsibilities, and obligations of Giving Hope, Inc. set forth in the Agreement; and WHEREAS, amending the Agreement pursuant hereto is in the public interest; NOW THEREFORE, in consideration of good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the City and Agency agree as follows, effective as of September 20, 2022: 1. The Agency name “Giving Hope, Inc.” on the Agreement is stricken throughout and replaced with “Grace Like Rain, Inc. DBA Giving Grace”. 2. All other provisions, terms, covenants, duties, rights, obligations, and agreements contained in the Agreement shall remain in full force and effect. 3. This Amendment 1 to Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. DocuSign Envelope ID: 8DC57525-9559-47F0-9160-18CEEA2A7604 1115 Page 2 of 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment 1 to Agreement as of the ________ day of _______________________, 2022. CITY OF DENTON: GRACE LIKE RAIN, INC. DBA GIVING GRACE: BY: BY: SARA HENSLEY, INTERIM CITY MANAGER TITLE: ATTEST: ATTEST: BY: BY: ROSA RIOS, CITY SECRETARY SECRETARY APPROVED AS TO LEGAL FORM: BY: MACK REINWAND, CITY ATTORNEY THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms Signature Director of Community Services Title Community Services Department Date Signed: Digitally signed by Scott Bray Date: 2022.08.30 11:14:06 -05'00' DocuSign Envelope ID: 8DC57525-9559-47F0-9160-18CEEA2A7604 9/9/2022 CEO 1116 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1802,Version:1 Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the execution of the first amendment to a funding agreement between the City and Giving Hope,Inc.approved by City Council on December 7,2021;said first amendment to amend the agency name on the contract to Grace Like Rain, Inc. DBA Giving Grace. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1117 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Community Services CM/ DCM/ ACM: Frank Dixon, Assistant City Manager DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the execution of the first amendment to a funding agreement between the City and Giving Hope, Inc. approved by City Council on December 7, 2021; said first amendment to amend the agency name on the contract to Grace Like Rain, Inc. DBA Giving Grace. DISCUSSION In December 2021, City Council approved a funding agreement between the City and Giving Hope, Inc. to provide for the expenditure of funds for street outreach program services in amount not to exceed $64,600.00. The Giving Hope, Inc. executive board voted to dissolve Giving Hope, Inc. and move existing programs and services under Grace Like Rain. The Grace Like Rain executive board voted to change their agency name to Grace Like Rain DBA Giving Grace, and the name change went into effect on July 1, 2022. The attached Ordinance and Amendment to the Service Agreement between the City and Giving Hope, Inc. will update the agency name on the agreement to Grace Like Rain, Inc. DBA Giving Grace. OPTIONS • Approve the amendment to the funding agreement; • Do not approve the amendment to the funding agreement. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance and Amendment Respectfully submitted: Megan Ball Homeless Programs Coordinator City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1118 Page 1 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE EXECUTION OF THE FIRST AMENDMENT TO A FUNDING AGREEMENT BETWEEN THE CITY AND GIVING HOPE, INC. APPROVED BY CITY COUNCIL ON DECEMBER 7, 2021; SAID FIRST AMENDMENT TO AMEND THE AGENCY NAME ON THE CONTRACT TO GRACE LIKE RAIN, INC. DBA GIVING GRACE. WHEREAS, pursuant to Ordinance No. 21-1947, the City of Denton (the “City”) entered into an agreement on December 7, 2021 with Giving Hope, Inc., (the “Agency”) to provide for the expenditure of funds for street outreach program services in amount not to exceed $64,600.00 (the “Agreement”); and WHEREAS, Giving Hope, Inc. has been acquired by the nonprofit corporation Grace Like Rain, Inc.; and WHEREAS, Grace Like Rain, Inc., doing business under the assumed name Giving Grace, has assumed the rights, responsibilities, and obligations of Giving Hope, Inc. as set forth in the Agreement; and WHEREAS, the City deems it necessary to amend the Agreement to clarify that Giving Hope, Inc. has assigned its obligations under the Agreement to Grace Like Rain, Inc. DBA Giving Grace; and WHEREAS, the City Council of the City hereby finds that amending the Agreement pursuant to Amendment 1 is in the public interest; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager, or their designee, is hereby authorized to execute Amendment 1 to the Agreement, and to carry out the duties and responsibilities of the City under Amendment 1 and the Agreement, including expenditure of funds as provided in the Agreement, as amended by Amendment 1. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. 1802 1119 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 Byrd, District 1:______ ______ ______ ______ Brian Beck, District 2:______ ______ ______ ______ Jesse Davis, District 3:______ ______ ______ ______ Alison Maguire, District 4:______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6:______ ______ ______ ______ PASSED AND APPROVED this the _______ day of _______________, 2022. ______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ Digitally signed by Scott Bray Date: 2022.08.22 15:24:23 -05'00' 1120 Page 1 of 2 2021-2022 GRANT SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND GIVING HOPE, INC. AMENDMENT 1 to Agreement This Amendment 1 to Agreement is made by and between the City of Denton (the “City”) and Grace Like Rain, Inc. DBA Giving Grace (the “Agency”). WHEREAS, pursuant to Ordinance No. 21-1947, the City of Denton (the “City”) entered into an agreement on December 7, 2021 with Giving Hope, Inc., (the “Agency”) to provide for the expenditure of funds for street outreach program services in amount not to exceed $64,600.00 (the “Agreement”); and WHEREAS, Giving Hope, Inc. has been acquired by the Agency; and WHEREAS, the Agency, by acquiring Giving Hope, Inc., has assumed the rights, responsibilities, and obligations of Giving Hope, Inc. set forth in the Agreement; and WHEREAS, amending the Agreement pursuant hereto is in the public interest; NOW THEREFORE, in consideration of good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the City and Agency agree as follows, effective as of September 20, 2022: 1. The Agency name “Giving Hope, Inc.” on the Agreement is stricken throughout and replaced with “Grace Like Rain, Inc. DBA Giving Grace”. 2. All other provisions, terms, covenants, duties, rights, obligations, and agreements contained in the Agreement shall remain in full force and effect. 3. This Amendment 1 to Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. DocuSign Envelope ID: B458BC97-A58D-4328-8105-83EB2C2D6EEB 1121 Page 2 of 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment 1 to Agreement as of the ________ day of _______________________, 2022. CITY OF DENTON: GRACE LIKE RAIN, INC. DBA GIVING GRACE: BY: BY: SARA HENSLEY, INTERIM CITY MANAGER TITLE: ATTEST: ATTEST: BY: BY: ROSA RIOS, CITY SECRETARY SECRETARY APPROVED AS TO LEGAL FORM: BY: MACK REINWAND, CITY ATTORNEY THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms Signature Director of Community Services Title Community Services Department Date Signed: Digitally signed by Scott Bray Date: 2022.08.30 11:15:15 -05'00' DocuSign Envelope ID: B458BC97-A58D-4328-8105-83EB2C2D6EEB 9/9/2022 CEO 1122 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1829,Version:1 Consider approval of a resolution of the City of Denton approving the issuance and sale by Legacy Denton Public Facility Corporation of Multifamily Housing Revenue Bonds (Vintage Ranch) Series 2022 to provide affordable rental housing; and providing an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1123 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Community Services CM/DCM/ACM: Frank Dixon DATE: September 20, 2022 SUBJECT Consider approval of a resolution of the City of Denton approving the issuance and sale by Legacy Denton Public Facility Corporation of Multifamily Housing Revenue Bonds (Vintage Ranch) Series 2022 to provide affordable rental housing; and providing an effective date. BACKGROUND 4% Housing Tax Credit Program On May 18, 2021, City Council approved a Resolution of No Objection to LDG Vintage Ranch, LP’s 4% housing tax credit application to the Texas Department of Housing and Community Affairs for the proposed new construction of Vintage Ranch Apartments in Denton, Texas to provide affordable rental housing (ID 21-691) The tax credits are awarded to eligible participants and provide a source of equity financing for the development of affordable housing. Investors in qualified affordable multifamily residential developments can use the HTCs as a dollar-for-dollar reduction of federal income tax liability. The value associated with the HTCs allows housing to be leased to qualified families at below market rate rents. The Non-Competitive (4%) Housing Tax Credit program is coupled with the Multifamily Bond Program when the bonds finance at least 50% of the cost of the land and buildings in the Development. Multifamily Housing Revenue Bonds (Vintage Ranch) Series 2022 Legacy Denton Public Facility Corporation (LDPFC) is a nonprofit public facility corporation created by the Denton Housing Authority. The LDPFC has induced the issuance of Multifamily Housing Revenue Bonds (Vintage Ranch) Series 2022 (Bonds), to be issued in one or more series of tax-exempt bonds or governmental notes in an aggregate principal amount not to exceed $35,000,000. The proceeds of the Bonds will be loaned to the borrower LDG Vintage Ranch, LP, a Texas limited partnership. The proceeds will finance a portion of the costs of acquisition, construction and equipping the 207-unit residential rental development to be known as the Vintage Ranch. Public approval requirement of § 147(f) of the Internal Revenue Code The purpose of the approval requirement of § 147(f) is to ensure that the affected members of the general public will be notified of a pending bond issue and made aware of the intended use of proceeds in order to elicit comments that will ensure a substantial public benefit from issuing the bonds. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1124 Legacy Denton Public Facility Corporation (LDPFC) has requested the City Council approve the issuance of the Bonds for purposes of Section 147(f) of the Code and for purposes of permitting the Issuer to finance the project. Section 147(f) generally requires that both the governmental unit that issues the bonds (LDPFC) and a governmental unit with jurisdiction over the location of the financed project (City of Denton) approve an issue of private activity bonds. OPTIONS 1. Approve the Resolution 2. Do not approve the Resolution FISCAL INFORMATION The City has no obligation with respect to the Bonds EXHIBITS 1. Agenda Information Sheet 2. Resolution Respectfully submitted: Dani Shaw Director of Community Services 1125 1 RESOLUTION NO. A RESOLUTION OF THE CITY OF DENTON APPROVING THE ISSUANCE AND SALE BY LEGACY DENTON PUBLIC FACILITY CORPORATION OF MULTIFAMILY HOUSING REVENUE BONDS (VINTAGE RANCH) SERIES 2022 TO PROVIDE AFFORDABLE RENTAL HOUSING; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Legacy Denton Public Facility Corporation (the “Issuer”), a nonprofit public facility corporation, created by the Housing Authority of the City of Denton, Texas, has induced the issuance of Multifamily Housing Revenue Bonds (Vintage Ranch) Series 2022 (the “Bonds”), to be issued in one or more series of tax-exempt bonds or governmental notes in an aggregate principal amount not to exceed $35,000,000; and WHEREAS, the proceeds of the Bonds will be loaned to LDG Vintage Ranch, LP, a Texas limited partnership (the “Borrower”), to finance a portion of the costs of acquisition, construction and equipping of an approximately 207-unit residential rental development to be known as the Vintage Ranch (the “Project”); and WHEREAS, Section 147(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”), requires the Issuer to hold a public hearing and obtain the approval by the City of Denton before the Bonds can be issued; and WHEREAS, the City Council is informed that the requisite public hearing was held by the Issuer on August 16, 2022, at 12:00 p.m., as evidenced by the public hearing minutes attached hereto as Exhibit A; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Council gives its approval for the Issuer to issue the Bonds, the proceeds of which will be loaned to the Borrower to finance the costs of acquisition, construction and equipping of the Project located at approximately the southeast corner of Vintage Boulevard and IH-35W Frontage Road, Denton, Denton County, Texas 76226. SECTION 2. The City Manager is authorized and directed to take any action and to execute and deliver any documents that are necessary or advisable to comply with the terms of this Resolution. SECTION 3. Nothing in this Resolution shall be construed to create any obligation whatsoever of the City with respect to the repayment of the Bonds. The Bonds shall never constitute an indebtedness or pledge of the City within the meaning of any constitutional or statutory provision, and the Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other revenues of the City. SECTION 4. This Resolution is adopted solely for the purposes of approval under Section 147(f) of the Code and shall not be construed as a representation, warranty, or other understanding of any kind by the City in respect of the Bonds or the Project. In particular, but without limiting 1126 2 the forgoing, this Resolution does not constitute zoning approval, approval of any building permit, or any other approval required by the City in regard to the Project. SECTION 5. This Resolution shall be effective as of its date of approval and passage by City Council. The motion to approve this Resolution was made by __________________________ and seconded by _________________________________, the Resolution was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5: Chris Watts, At Large Place 6: PASSED AND APPROVED this the _________ day of ___________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: __________________________________ Digitally signed by Scott Bray Date: 2022.09.14 16:59:40 -05'00' 1127 Exhibit A 1128 4887-3272-8110.v1 EXHIBIT A AFFIDAVIT OF PUBLICATION (SEE ATTACHED) 1129 1130 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1862,Version:1 AGENDA CAPTION Consider adoption of an ordinance approving a Settlement Agreement and Release implementing the terms of the settlement in litigation styled “Mackinzie Hooks v.City of Denton,”Cause No.21-10564-431,pending in the 431st Judicial District Court,Denton County,Texas;and directing the City Manager or designee and the City’s attorneys to effectuate as necessary and appropriate the terms of a Settlement Agreement and Release to effectuate this approval; and declaring an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1131 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Attorney’s Office CM/ DCM/ ACM: Mack Reinwand, City Attorney AGENDA DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance approving a Settlement Agreement and Release implementing the terms of the settlement in litigation styled “Mackinzie Hooks v. City of Denton,” Cause No. 21-10564-431, pending in the 431st Judicial District Court, Denton County, Texas, as discussed in closed session; and directing the City Manager or designee and the City’s attorneys to effectuate as necessary and appropriate the terms of a Settlement Agreement and Release to effectuate this approval; and declaring an effective date. BACKGROUND This is a negligence suit for damages under the Texas Tort Claims Act arising from a traffic accident that occurred on 1/10/2020, between Plaintiff and a City employee, who was driving a fire engine while running code. OPTIONS As settlement of the matter was already authorized in accordance with direction and input with Risk Management, within previously delegated settlement authority, the option is to formally ratify and approve the settlement. RECOMMENDATION Proceed with formal approval. EXHIBITS Exhibit 1 – AIS Exhibit 2 – Ordinance and Settlement Agreement and Release Respectfully submitted: /s/ Caleb Garcia Deputy City Attorney Prepared by: Amy Hoffee Paralegal Legal Staff Contact: Caleb Garcia City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1132 1133 1134 1135 1136 1137 1138 1139 1140 1141 1142 1143 1144 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-252,Version:1 AGENDA CAPTION Hold a public hearing and receive citizen input on the FY 2022-23 Proposed Budget.The Proposed Budget will raise more total property taxes than last year’s budget by $7,853,242 or 10.28%and of that amount $3,239,066 is tax revenue to be raised from new property added to the tax roll this year. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1145 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance CMO/CFO: David Gaines DATE: September 20, 2022 SUBJECT Hold a public hearing and receive citizen input on the FY 2022-23 Proposed Budget. BACKGROUND The City Charter and State Law require that prior to budget adoption, a public hearing be conducted to allow citizens the opportunity to provide input on the Proposed Budget. The required notice of the public hearing was published August 28, 2022 in the Denton Record Chronicle. The notice was also posted on the City’s Web site, and on the City’s public access channel. A copy of the published notice is provided for reference in Exhibit 2. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On August 6, 2022, the City Council was provided with detailed information regarding the FY 2022-23 Proposed Budget including the proposed tax rate. Additional budget presentations were given to City Council on August 16, 2022 and September 13, 2022. FISCAL INFORMATION The 2022-23 Proposed Budget includes $1,866,323,186 in estimated expenditures. EXHIBITS 1. Agenda Information Sheet 2. FY 2022-23 Notice of Proposed Budget 3. Presentation Respectfully submitted: Cassandra Ogden Chief Financial Officer (940) 349-7195 Prepared By: Danielle Stanford Budget Manager (940) 349-7507 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1146 NOTICE OF PUBLIC HEARING ON BUDGET The City Council for the City of Denton, Texas, will hold a public hearing on the Fiscal Year 2022-23 Annual Program of Services (“Budget”), on Tuesday, September 20, 2022 at 6:30 p.m. in the City Council Chambers at City Hall, located at 215 East McKinney Street in Denton, Texas, 76201. The meeting will be held for the purpose of receiving community input on the Budget. A public meeting to vote on the Budget will be held on September 27, 2022 at 6:30pm at Denton City Hall 215 E. McKinney Street Denton, TX 76201. THIS BUDGET WILL RAISE MORE TOTAL PROPERTY TAXES THAN LAST YEAR’S BUDGET BY $7,853,242 OR 10.28% AND OF THAT AMOUNT $3,239,066 IS TAX REVENUE TO BE RAISED FROM NEW PROPERTY ADDED TO THE TAX ROLL THIS YEAR. If members of the public are not able to attend the hearings and meetings mentioned above inperson, members of the public will be able to participate in the meetings pursuant to the processes outlined at https://www.cityofdenton.com/242/ Public-Meetings-Agendas 1147 FY2022‐2023Proposed Budget HearingSeptember 20, 2022, ID 22‐2521148 Presentation Objectives•Tax Rate•General Fund Forecast•Supplemental Packages•Utility Funds•Capital Improvement Plan•Next StepsSeptember 20, 2022, ID 22‐2521149 3Tax RateRevisedProposed Tax RateMaintenance & Operation $0.356432 / $100Debt Service $0.204250 / $100Total Proposed Tax Rate $0.560682 / $100Required Tax Rate for FY23 Baseline Budget (including FY22 Mid‐Year Amendments)Maintenance & Operation $0.325332 / $100Debt Service $0.204250 / $100Total Required Tax Rate $0.529582 / $100**Fund Balance below target in future fiscal yearsNo‐New‐Revenue Rate $0.511429 / $100Voter Approval Rate $0.603743 / $100September 20, 2022, ID 22‐2521150 Tax Rate History4September 20, 2022, ID 22‐252Fiscal Year Operations Rate Debt Rate Total Rate Average Taxable Value Average Tax Bill2023 $0.356432 $0.204250 $0.560682$307,283$1,7082022 $0.35030 $0.21538 $0.56568 $275,361 $1,5582021 $0.38036 $0.21009 $0.59045 $259,097 $1,5302020 $0.38536 $0.20509 $0.59045 $248,909 $1,4702019 $0.40543 $0.21505 $0.62048 $233,165 $1,4472018 $0.43031 $0.20755 $0.63786 $214,376 $1,3662017 $0.46674 $0.21660 $0.68334 $197,379 $1,349•The proposed budget includes a tax rate equal to $0.560682. Of this amount, $0.356432 is provided to operation and maintenance expense and $0.204250 for debt. •The maintenance and operations rate increased by $0.006, and the debt service rate will decrease by $0.011, as a result of the increase in assessed values. •The average residential property owner will see a $13.75/month or $165/yearincrease in their City property taxes. 1151 Residential Annual Tax and Utility Bill Impact5September 20, 2022, ID 22‐252*Average Home ValueTax ImpactFiscal Year 2021 2022 2023 – Proposed (Revised)CommentsTax Rate $0.59045 $0.56568 $0.560682Average Taxable Value $259,097 $275,361 $307,283*Average Tax Bill $1,530 $1,558 $1,723 $165 Annual IncreaseUtility ImpactWater$559$531 $531 No Rate ChangeWastewater $378 $378 $378 No Rate ChangeElectric $1,334 $1,334 $1,334 No Rate ChangeSolid Waste $246 $246 $246 No Rate ChangeAverage Utility Bill $2,517 $2,489 $2,489Total Average Bill $4,047 $4,047 $4,212 $165.00 Annual Increase 1152 FY 2020‐21 ActualFY 2021‐22 BudgetFY 2021‐22ForecastFY 2022‐23 Proposed FY 2023‐2024 ProjectedFY 2024‐25 Projected FY 2025‐2026 ProjectedFY 2026‐2027 ProjectedBeginning Fund Balance $ 33,782,211 $ 39,013,842 $ 38,499,990 $ 40,750,619 $ 40,757,157 $ 42,037,175 $ 43,812,306 $ 46,434,445 Property Tax49,495,424 49,727,138 49,306,801 57,777,662 60,294,241 63,004,589 65,927,570 69,084,240 Sales Tax45,404,857 46,246,938 51,992,420 54,722,022 56,363,683 58,054,593 59,796,231 61,590,118 Other Revenues52,893,554 54,351,492 52,247,753 56,385,993 56,904,357 57,765,387 57,948,782 59,308,858 Data Center Revenue13,973,708 13,973,708 13,973,708 13,973,708 13,973,708 Total Revenues $ 147,793,835 $ 150,325,568 $ 153,546,974 $ 182,859,385 $ 187,535,989 $ 192,798,277 $ 197,646,291 $ 203,956,925 Personnel Services$ 97,632,313 $ 103,465,424 $ 101,678,916 $ 109,978,555 $ 111,864,924 $ 114,939,820 $ 117,177,895 $ 120,850,641 Maintenance & Operations25,146,904 26,462,949 24,567,452 30,870,917 32,097,947 32,940,645 33,828,505 34,713,911 Transfers20,296,840 20,065,369 22,232,984 22,247,843 22,675,751 23,356,023 24,056,704 24,778,405 One‐Time Data Center Expenses13,973,708 13,973,708 13,973,708 13,973,708 13,973,708 Approved Mid‐Year Budget Amendments‐ ‐ 1,302,603 1,195,761 1,231,633 1,268,582 1,306,640 1,345,839 One‐Time Supplemental Packages‐ ‐ 1,514,390 302,560 ‐ ‐ ‐ ‐Recurring Supplemental Packages‐ ‐ ‐ 4,283,503 4,412,008 4,544,368 4,680,699 4,821,120 Total Expenditures $ 143,076,056 $ 149,993,742 $ 151,296,345 $ 182,852,847 $ 186,255,971 $ 191,023,146 $ 195,024,151 $ 200,483,624 Ending Fund Balance $ 38,499,990 $ 39,345,668 $ 40,750,619 $ 40,757,157 $ 42,037,175 $ 43,812,306 $ 46,434,445 $ 49,907,747 Change in Fund Balance$ 4,717,779 $ 331,826 $ 2,250,629 $ 6,538 $ 1,280,018 $ 1,775,131 $ 2,622,139 $ 3,473,301 Fund Balance as % of Total Expenditures 26.91% 26.23% 26.93% 24.13%24.40% 24.75% 25.65% 26.76%General Fund ForecastSeptember 20, 2022, ID 22‐2521153 Supplemental Funding Requests –Tier #1 ‐ FundedTier Department Program Title FTEsOn‐Going CostOne‐Time CostsTotal Cost1 Council Initiative Paid Parental Leave $257,922$257,922 1 Community Services Community Development Manager* 1 $132,041$132,0411 Police Police Officers 5 $634,843 $241,560$876,403 1 Police Jailers (Civilian) 2 $180,309$180,309 1 Human Resources Business Partner 1 $116,879$116,879Total 9$1,321,994 $241,560 $1,563,554* Existing position7September 20, 2022, ID 22‐2521154 Supplemental Funding Requests –Tier #2 ‐ FundedTier Department Program Title FTEsOn‐Going CostOne‐Time CostsTotal Cost2 Human Resources HR Generalist 1$102,997$102,9972 Fire Fire Fighters (Drivers) 2 $299,110$299,1102 Fire Fire Inspector 1 $116,000$116,000 2 Police Digital Forensic Investigator 1 $98,885$98,885 2 Legal Intern 0.13 $29,320$29,320 2 Community Services Landlord Rental Maintenance Grant $100,000$100,000 2 Community Services Affordable Housing Incentive Package $75,000$75,0002 Libraries Librarian 1 $74,865$74,8652 Libraries Adult Services Librarian 1 $74,865$74,865Total 7.13$971,042$971,042*Excludes associated revenue offset8September 20, 2022, ID 22‐2521155 Supplemental Funding Requests –Tier #3 ‐ FundedTier Department Program Title FTEsOn‐Going CostOne‐Time CostsTotal Cost3 Planning Planning Technician* 1 $84,565 $6,000$90,5653 Planning Principal Planner* 1 $94,045 $6,000$100,0453 Planning Administrative Assistant* 1 $59,392 $2,500$61,8923 Building Inspections Building Safety Positions* 2 $188,090 $40,500$228,590 3 Building Inspections Permit Technician Position* 1 $70,008 $6,000$76,008 3 Police Public Safety Dispatch 2 $207,017$207,0173 Parks Tennis Positions (expanded hours) $8,561$8,5613 Parks Aquatics Technician* 1 $80,000$80,000Total 9$791,678 $61,000 $852,678*Excludes associated revenue offset9September 20, 2022, ID 22‐2521156 Tier Department Program Title FTEsOn‐Going CostOne‐Time CostsTotal Cost4 City Manager Additional COLA Increase (1%) $1,036,789$1,036,7894 City Manager Sponsorship (Cash) $12,000$12,0004 City Manager Co‐Sponsorship (In‐Kind) $150,000$150,000Total $1,198,789$1,198,789Supplemental Funding Requests –Tier #4 ‐ Funded10September 20, 2022, ID 22‐2521157 Tier Department Program Title FTEsOn‐Going CostOne‐Time CostsTotal Cost5 Libraries Part‐Time Positions 1.5 $107,917$107,9175 Police Administrative Support Position 1 $183,238$183,238 5 Parks Park Maintenance Position 1 $81,489$81,4895 Parks Parks Outdoor Supervisor 1 $95,524$95,4245 Parks GIS Analyst 1 $90,388$90,388 Total 5.5 $558,556$558,456Supplemental Funding Requests –Tier #5 ‐ Unfunded*Excludes associated revenue offset11September 20, 2022, ID 22‐2521158 Utility Funds12September 20, 2022, ID 22‐2521159 13FY 2022‐23 Proposed Budget Electric FundSeptember 20, 2022, ID 22‐2521160 Actual Adopted Estimate Proposed Forecast Forecast Forecast Forecast2021 2022 2022 2023 2024 2025 2026 2027Beginning Fund Balance 24,725,215$ 23,582,745$ 23,582,745$ 24,705,221$ 23,796,679$ 23,984,604$ 22,203,526$ 21,658,882$ ResourcesMinimum Charge 9,556,389$ 9,628,059$ 9,983,673$ 10,167,214$ 10,490,981$ 10,869,685$ 11,207,701$ 11,552,256$ Volumetric Charge 27,919,350 31,790,782 31,010,317 33,666,688 34,965,361 36,269,966 37,439,457 38,631,740 Water Miscellaneous Revenues 3,099,288 4,225,666 3,848,951 5,508,578 5,652,637 5,800,648 5,952,724 6,108,978 Cost Participation ‐ ‐ ‐ 6,200,000 ‐ ‐ ‐ ‐ Impact Fees 6,605,000 6,605,000 6,605,000 6,605,000 6,605,000 6,605,000 6,605,000 6,605,000 Total Revenues 47,180,027$ 52,249,507$ 51,447,940$ 62,147,481$ 57,713,979$ 59,545,299$ 61,204,881$ 62,897,974$ Use of Reserves ‐ ‐ ‐ 908,542 ‐ 1,781,078 544,644 1,188,041 Total Resources 47,180,027$ 52,249,507$ 51,447,940$ 63,056,023$ 57,713,979$ 61,326,376$ 61,749,525$ 64,086,015$ ExpendituresPersonnel 7,701,977$ 8,798,948$ 8,038,296$ 10,023,865$ 10,224,342$ 10,428,829$ 10,637,406$ 10,850,154$ Operating Expenditures 6,600,589 8,686,072 8,465,146 10,461,451 9,810,463 10,006,672 10,206,806 10,410,942 Cost of Service Transfers 5,239,853 5,709,734 5,765,557 8,046,304 6,422,230 6,550,675 6,681,688 6,815,322 Franchise Fee 1,846,319 2,070,942 2,070,942 2,191,695 2,272,817 2,356,983 2,432,358 2,509,200 Return on Investment Fee 1,292,424 1,449,659 1,449,659 1,534,187 1,590,972 1,649,888 1,702,650 1,756,440 Revenue Funded Capital 9,729,970 10,200,759 10,200,759 17,058,703 11,937,351 13,346,437 10,554,609 9,887,522 Impact Fee Project Revenue Funding 2,725,000 3,500,000 3,500,000 3,500,000 3,000,000 2,725,000 2,725,000 3,500,000 Debt Service 10,901,425 10,835,105 10,835,105 10,239,818 12,267,879 14,261,893 16,809,008 18,356,436 Total Expenditures 46,037,557$ 51,251,219$ 50,325,464$ 63,056,023$ 57,526,055$ 61,326,376$ 61,749,525$ 64,086,015$ Net Income 1,142,470$ 998,288$ 1,122,476$ ‐$ 187,924$ ‐$ ‐$ ‐$ Ending Fund Balance 23,582,745$ 24,581,033$ 24,705,221$ 23,796,679$ 23,984,604$ 22,203,526$ 21,658,882$ 20,470,842$ Rate Increase ‐2% 0% 0% 0% 0% 0% 0% 0%Target ReservesWrking Cptl/ Op Reserve Target ‐ 33% 15,135,635$ 16,849,716$ 16,545,358$ 18,692,391$ 18,912,675$ 20,162,096$ 20,301,214$ 21,069,375$ Wrking Cptl/ Op Reserve Target ‐ 50% 22,703,453$ 25,274,574$ 24,818,037$ 28,038,587$ 28,369,013$ 30,243,145$ 30,451,820$ 31,604,062$ Impact Fee Reserve 14,789,942$ 15,085,741$ 15,085,741$ 15,387,455$ 15,695,204$ 16,009,109$ 16,329,291$ 16,655,877$ Development Plan Lines 1,000,000$ 1,000,000$ 1,000,000$ 1,000,000$ 1,000,000$ 1,000,000$ 1,000,000$ 1,000,000$ Water Fund14FY 2022‐23 Proposed Budget Water FundSeptember 20, 2022,ID 22‐2521161 15FY 2022‐23 Proposed Budget Wastewater Fund (includes Drainage)September 20, 2022, ID 22‐2521162 16FY 2022‐23 Proposed Budget Solid Waste FundSeptember 20, 2022,ID 22‐2521163 Capital Improvement Plan17September 20, 2022, ID 22‐2521164 18FY 2022‐23 Proposed BudgetCapital Improvement Plan ‐ General Government2022‐23 2023‐24 2024‐25 2025‐26 2026‐27 TOTAL2019 Bond Election (Proposition 1) - Streets $ 34,355 $ 35,600 $ 18,900 $ - $ - $ 88,855 General Government - Fleet 1,300 650 - - - 1,950 General Government - Fleet (Vehicle Additions) 1,660 2,500 - - - 4,160 General Government - Fleet (Vehicle Replacements) 3,802 4,956 4,396 5,564 3,342 22,060 General Government - Finance 2,000 4,500 4,500 - - 11,000 General Government - Facilities 19,023 5,149 5,390 5,878 20,270 55,710 General Government - Parks 1,550 1,114 1,207 1,756 817 6,444 General Government – Streets & Traffic 19,268 10,023 10,498 10,948 11,448 62,185 General Government - Drainage 1,500 - - - - 1,500 General Government - Technology Services 1,585 6,763 3,219 3,943 2,234 17,745 Total Proposed Capital Projects $ 86,043 $ 71,255 $ 48,110 $ 28,089 $ 38,111 $ 271,609 Revenue Funded $ 6,762 $ 6,325 $ 6,909 $ 7,431 $ 7,176 $ 34,603 Impact Fees 12,500 3,675 3,850 4,000 4,200 28,225 General Obligation Bonds 34,355 35,600 18,900 0 0 88,855 Certificates of Obligation 32,426 25,655 18,451 16,658 26,735 119,926 Total Proposed New Funding $ 86,043 $ 71,255 $ 48,110 $ 28,089 $ 38,111 $ 271,609 Total Current Appropriated 214,125General Government Total $ 300,168September 20, 2022, ID 22‐2521165 19FY 2022‐23 Proposed BudgetCapital Improvement Plan ‐Utility Funds2022‐23 2023‐24 2024‐25 2025‐26 2026‐27 TOTALElectric $ 79,723 $ 46,384 $ 33,895 $ 41,500 $ 23,861 $ 225,363 Water 54,031 47,230 57,300 37,851 26,953 223,365 Wastewater 70,576 72,070 40,684 32,040 23,609 238,978 Solid Waste 23,235 8,810 6,450 9,732 4,500 52,727 Airport 2,220 - - - - 2,220 Total Proposed Capital Projects $ 229,784 $ 174,495 $ 138,329 $ 121,123 $ 78,922 $ 742,653 Certificates of Obligation $ 164,817 $ 143,496 $ 103,265 $ 88,232 $ 50,533 $ 550,343 Revenue Funded Capital 21,038 18,909 20,707 16,582 17,388 94,624 Cost Participation 33,248 2,650 5,600 6,650 1,220 49,368 Impact Fee Funding 3,750 3,250 3,250 3,250 3,250 16,750 Vehicle Replacement Fund6,932 6,189 5,507 6,409 6,531 31,568 Total Proposed New Funding $ 229,784 $ 174,495 $ 138,329 $ 121,123 $ 78,922 $ 742,653 Total Current Appropriated $ 208,803 Utility / Enterprise Total $ 438,587September 20, 2022, ID 22‐2521166 20Next Steps•September 27, 2022 – City Council adopts the following: •Budget•Tax Rate•Rates•Capital Improvement Plan September 20, 2022, ID 22‐2521167 QuestionsSeptember 20, 2022, ID 22‐2521168 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-253,Version:1 AGENDA CAPTION Hold a public hearing on a proposed property tax increase that will not exceed $0.575682 per $100 valuation. The proposed rate will exceed the no new revenue tax rate ($0.511429 per $100) but will not exceed the voter- approval tax rate ($0.603743 per $100). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1169 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance DCM: David Gaines DATE: September 20, 2022 SUBJECT Hold a public hearing on proposed property tax increase that will not exceed $0.575682 per $100 valuation. The proposed rate will exceed the no new revenue tax rate ($0.511429 per $100) but will not exceed the voter-approval tax rate ($0.603743 per $100). BACKGROUND The Texas Constitution and Texas Property Tax Code require taxing units to comply with specific guidelines in adopting tax rates. The guidelines are related to a concept known as truth-in-taxation. This concept is a way to make taxpayers aware of tax rate proposals and allow taxpayers in certain circumstances, to roll back or limit a tax increase. The truth-in-taxation guidelines require taxing entities to calculate and publish their no-new revenue and voter approval tax rates (Exhibit 2 – 2022 Notice of Proposed Tax Rate). The no-new revenue rate is the calculated rate that would provide the taxing unit approximately the same amount of revenue it received in the previous year on properties taxed in both years. This rate is adjusted for new exemptions, value loss due to court appeals of taxable values and growth due to new property values. The City of Denton’s 2022 no- new revenue rate is $0.511429/$100 valuation. The voter approval rate divides the total property tax revenue into support for maintenance and operations (M&O) taxes and debt service taxes. It provides approximately the same amount of revenue as in the previous year for maintenance and operations expenses, plus an extra 3.5 percent, plus the necessary debt service tax rate. If a taxing unit adopts a tax rate higher than the voter approval rate, the voters have the option to petition for an election to limit the size of the tax increase. The City of Denton’s 2022 voter approval rate is $0.603743/$100 valuation. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On August 6, 2022, the City Manager’s proposed budget was presented to City Council. Additional budget presentations were given to City Council on August 16, 2022 and September 13, 2022. EXHIBITS 1. Agenda Information Sheet 2. 2022 Notice of Proposed Tax Rate 3. Presentation City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1170 Respectfully submitted: Cassey Ogden Chief Financial Officer (940) 349-7195 Respectfully submitted: Danielle Stanford Budget Manager (940) 349-7507 1171 NOTICE OF PUBLIC HEARING ON TAX INCREASE A tax rate of $0.575682 per $100 valuation has been proposed for adoption by the governing body of the City of Denton. PROPOSED TAX RATE $0.575682 per $100 NO-NEW-REVENUE TAX RATE $0.511429 per $100 VOTER-APPROVAL TAX RATE $0.603743 per $100 The no-new-revenue rate is the tax rate for the 2022 tax year that will raise the same amount of property tax revenue for CITY OF DENTON from the same properties in both the 2021 and 2022 tax year. The voter-approval rate is the highest tax rate that CITY OF DENTON may adopt without holding an election to seek voter approval of the rate. The proposed tax rate is greater than the no-new-revenue tax rate. This means that CITY OF DENTON is proposed to increase property taxes for the 2022 tax year. A PUBLIC HEARING ON THE PROPOSED TAX RATE WILL BE HELD ON SEPTEMBER 20, 2022 AT 6:30PM AT DENTON CITY HALL 215 E. MCKINNEY STREET, DENTON, TX 76201. A PUBLIC MEETING TO VOTE ON THE PROPOSED TAX RATE WILL BE HELD ON SEPTEMBER 27, 2022 AT 6:30PM AT DENTON CITY HALL 215 E. MCKINNEY STREET, DENTON, TX 76201. The proposed tax rate is not greater than the voter-approval tax rate. As a result, CITY OF DENTON is not required to hold an election at which voters may accept or reject the proposed tax rate. However, you may express your support or opposition to the proposed tax rate by contacting the members of the City of Denton at their offices or by attending the public hearing mentioned above. YOUR TAXES OWED UNDER ANY OF THE RATES MENTIONED ABOVE CAN BE CALCULATED AS FOLLOWS: Property tax amount = (tax rate) x (taxable value of your property)/100 (Names of all members of the governing body below, showing how each voted on the proposal to consider the tax increase or, if one or more were absent, indicating absences.) Gerard Hudspeth, Mayor: Aye Vicki Byrd, District 1: Aye Brian Beck, District 2: Aye Jesse Davis, District 3: Aye Alison Maguire, District 4: Aye Brandon Chase McGee, At Large Place 5: Aye Chris Watts, At Large Place 6: Aye Visit Texas.gov/PropertyTaxes to find a link to your local property tax database on which you can easily access information regarding your property taxes, including information about proposed tax rates and scheduled public hearings of each entity that taxes your property. The 86th Texas Legislature modified the manner in which the voter-approval tax rate is calculated to limit the rate of growth of property taxes in the state. The following table compares the taxes imposed on the average residence homestead by CITY OF DENTON last year to the taxes propose to the be imposed on the average residence homestead by CITY OF DENTON this year. 2021 2022 Change Total tax rate (per $100 of value) $0.565682 $0.575682 Increase of $0.01, or 2% Average homestead taxable value $275,361 $307,283 Increase of $31,922, or 12% Tax on average homestead $1,558 $1,769 Increase of $211, or 14% Total tax levy on all properties $76,424,960 $84,278,202 Increase of $7,853,242, or 10% For assistance with tax calculations, please contact the tax assessor for CITY OF DENTON at (940) 349-3500 or tnt@dentoncounty.gov, or visit tax.dentoncounty.gov for more information. If members of the public are not able to attend the hearings and meetings mentioned above inperson, members of the public will be able to participate in the meetings pursuant to the processes outlined at https://www.cityofdenton.com/242/Public-Meetings-Agendas 1172 FY2022‐2023Tax Rate HearingSeptember 20, 2022, ID 22‐2531173 Presentation Objectives•Assessed Values•Tax Rate Discussion •Next Steps•QuestionsSeptember 20, 2022, ID 22‐2531174 *Includes TIRZ and Frozen ValueValues as of Certified Total or Certified Estimate ~ July 25thEach YearFiscal Year Date ReceivedCertified Value* Total ARB ValueTotal Assessed ValueProperties In Review2022‐23 September 12 $16,641,938,103 $340,106,634 $16,982,044,738 2%2022‐23 September 2 $16,554,031,999 $582,011,182 $17,136,043,182 3%2022‐23 Proposed Budget $15,526,387,812 $1,834,872,127 $17,361,259,939 11%Assessed Value and Tax Rate Assumptions•The City received Certified totals from the Denton County Appraisal District (DCAD) on September 12, 2022.•As of September 2, 2022, 82% of value returned to the certified role. •As of September 12, 2022, 75% of value returned to the certified role. 3September 20, 2022, ID 22‐2531175 4Tax Rate Discussion•The revisedproposed budget includes a tax rate equal to $0.560682. Of this amount, $0.356432 is provided to operation and maintenance expense and $0.204250 for debt. •The maintenance and operations rate increased by $0.006, and the debt service rate will decrease by $0.011, as a result of the increase in assessed values. •The average residential property owner will see a $13.75/month or $165/yearincrease in their City property taxes. Proposed RateFiscal Year Operations Rate Debt Rate Total Rate Average Taxable Value Average Tax Bill2023 $0.356432 $0.204250 $0.560682$307,283$1,7232023 $0.351432 $0.204250 $0.555682$307,283$1,7082022 $0.35030 $0.21538 $0.56568 $275,361 $1,5582021 $0.38036 $0.21009 $0.59045 $259,097 $1,5302020 $0.38536 $0.20509 $0.59045 $248,909 $1,4702019 $0.40543 $0.21505 $0.62048 $233,165 $1,4472018 $0.43031 $0.20755 $0.63786 $214,376 $1,3662017 $0.46674 $0.21660 $0.68334 $197,379 $1,349Revised Proposed RateSeptember 20, 2022, ID 22‐2531176 Residential Annual Tax and Utility Bill Impact5September 20, 2022, ID 22‐253*Average Home ValueTax ImpactFiscal Year 2021 2022 2023 – Proposed (Revised)CommentsTax Rate $0.59045 $0.56568 $0.560682Average Taxable Value $259,097 $275,361 $307,283*Average Tax Bill $1,530 $1,558 $1,723 $165 Annual IncreaseUtility ImpactWater$559$531 $531 No Rate ChangeWastewater $378 $378 $378 No Rate ChangeElectric $1,334 $1,334 $1,334 No Rate ChangeSolid Waste $246 $246 $246 No Rate ChangeAverage Utility Bill $2,517 $2,489 $2,489Total Average Bill $4,047 $4,047 $4,212 $165.00 Annual Increase 1177 6Next Steps•September 27, 2022 – City Council adopts the following: •Budget•Tax Rate•Rates•Capital Improvement Plan September 20, 2022, ID 22‐2531178 QuestionsSeptember 20, 2022, ID 22‐2531179 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:Z21-0019a,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 the Rayzor Ranch Overlay (RRO) District to Mixed-Use Neighborhood (MN) District, thereby amending the Rayzor Ranch Overlay District Concept Plan and Zoning Map Exhibits, for approximately 3.819 acres of land generally located west of Bonnie Brae Street between Linden Drive and Panhandle Street, 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 [5- 0] to recommend approval of the request. (Z21-0019a, 2500 Panhandle, Mia Hines) City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1180 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: David Gaines DATE: September 20, 2022 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 the Rayzor Ranch Overlay (RRO) District to Mixed-Use Neighborhood (MN) District, thereby amending the Rayzor Ranch Overlay District Concept Plan and Zoning Map Exhibits, for approximately 3.819 acres of land generally located west of Bonnie Brae Street between Linden Drive and Panhandle Street, 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 [5-0] to recommend approval of the request. (Z21-0019a, 2500 Panhandle, Mia Hines) https://dentontx.new.swagit.com/videos/178633?ts=11534 BACKGROUND The applicant, Aimee Bissett with 97 Land Company, on behalf of the property owner, Hillview Allegiance, LP, is requesting to rezone 3.819 acres from the Rayzor Ranch Overlay (RRO) District to Mixed-Use Neighborhood (MN) District. The reason the applicant is seeking the zoning change is to potentially allow for the development of a community pharmacy with a drive-through on the subject property. At the time of this report, a formal application for the construction of this facility has not been received by the city. While the applicant has stated it is their intention to construct a community pharmacy with a drive-through on the property, if the requested MN zoning is approved then the site could still be developed with any use permitted under the MN District (see Exhibit 11 for a complete list of uses). Should the applicant move forward with the necessary submittals for the construction of a drive-through pharmacy, the general retail use would be permitted by right within the MN District provided the building is less than 15,000 square feet and subject to the drive-through standards of Subsection 7.9.7C of the Denton Development Code. Within the MN district, a general retail development over 15,000 square feet would require a Specific Use Permit review and public hearing before the Planning and Zoning Commission and City Council. Additionally, the applicant has the responsibility for satisfying the Denton Development Code and applicable criteria manuals’ development requirements at the time of platting, civil engineering, and zoning compliance plan submissions regardless of the proposed use. Zoning the subject property out of the RRO to a straight zoning district creates a need to concurrently update the conceptual plan and zoning map for the RRO to eliminate potential conflicts. The current and revised RRO exhibits are provided as Exhibits 6-9. A full Staff Analysis is provided in Exhibit 2. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1181 PLANNING AND ZONING COMMISSION On August 10, 2022, the Planning and Zoning Commission held a public hearing and recommended approval of the zoning change request [5-0]. There was no discussion amongst the Commission regarding the request and no members of the public spoke in favor of nor in opposition to the request. OPTIONS 1. Approval 2. Denial 3. Postpone Item RECOMMENDATION The Planning and Zoning Commission voted [5-0] to recommend approval of the amendments. 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 November 28, 2007 Planning and Zoning Commission Established Zoning and Development Standards for RROD South Campus Subarea 2 Recommended Approval January 8, 2008 City Council Established Zoning and Development Standards for RROD South Campus Subarea 2 Approved (Ordinance 2008-018) June 9, 2010 Planning and Zoning Commission Amend Development Standards for RROD Recommended Approval June 15, 2010 City Council Amend Development Standards for RROD Approved (Ordinance 2010-158) January 13, 2016 Planning and Zoning Commission Amend Procedural and Development Standards for RROD Recommended Approval January 26, 2016 City Council Amend Procedural and Development Standards for RROD Approved (Ordinance 2016-017) January 23, 2019 Planning and Zoning Commission Final Plat Rayzor Ranch East Approved (FP18-0025) May 15, 2019 Planning and Zoning Commission Establish Procedural and Development Standards for RROD South Campus Recommended Approval May 21, 2019 City Council Establish Procedural and Development Standards for RROD South Campus Approved (Ordinance Z18-0026c) January 6, 2021 Planning and Zoning Commission Amend Zoning Map, Concept Plan and Recommended Approval 1182 Procedural and Development Standards for RROD South Campus April 6, 2021 City Council Amend Zoning Map, Concept Plan and Procedural and Development Standards for RROD South Campus Approved (Ordinance Z20-0012c) June 8, 2022 Planning and Zoning Commission Minor Replat Rayzor Ranch East, Block C, Lots 1R, 1R1, 1R2 Approved (MP22-0019) August 10, 2022 Planning and Zoning Commission Rezone from RROD to MN Recommended Approval PUBLIC OUTREACH: Seventeen notices were sent to property owners within 200 feet of the subject property and twenty-three postcards were mailed to current residents within 500 feet of the subject property. As of the writing of this report, the City has not received a response in opposition to nor in favor of the request. A notice was published in the Denton Record Chronicle on July 24, 2022 and August 28, 2022. A notice was published on the City’s website on July 20, 2022 and August 24, 2022. Three signs were posted on the property on July 19, 2022. 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. Site Location Map 4. Existing Zoning Map 5. Proposed Zoning Map 6. Existing RROD Zoning Exhibit 7. Existing RROD Concept Exhibit 8. Proposed RROD Zoning Exhibit 9. Proposed RROD Concept Exhibit 10. Future Land Use Map 11. Table of Allowed Uses 12. Notification Map & Posting Affidavit 13. Draft Ordinance 14. Presentation Respectfully submitted: Tina Firgens, AICP Deputy Director of Development Services/Planning Director 1183 Prepared by: Mia Hines Associate Planner 1184 Planning Staff Analysis Z21-0019a / 2500 Panhandle City Council District #3 REQUEST: Request to rezone 3.819 acres from the Rayzor Ranch Overlay (RRO) District to Mixed-Use Neighborhood (MN) 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 Rayzor Ranch Overlay District consists of approximately 410 acres located on both sides of West University Drive (US 380), between IH-35 and Bonnie Brae Street. The established purpose of this overlay district was to allow for the development of a regional mixed-use center with a unique urban design that supports a walkable live-work-play environment. The portion of the district located south of West University Drive, the South Campus, is conceptually divided into several subareas with varying base zoning designations and planned land uses including open park space, single-family residential, multifamily residential, professional offices, regional retail, hotel facilities, and medical service. The development of such uses is subject to the applicable Rayzor Ranch Development Standards and Procedures and/or the 2002 Denton Development Code. The subject property is located at 2500 Panhandle Street, just west of Bonnie Brae Street between Panhandle Street and Linden Drive, along the easternmost border of the Rayzor Ranch Overlay District boundaries. The tract is situated within the NRMU base zoning district from the 2002 DDC and conceptually planned to permit the construction of office and single- family residential uses. Existing adjacent developments within the Overlay District include the Vista at Rayzor Ranch Senior Living Apartments to the northwest of the subject property and the Gas Well Drilling and Production pad site to the south, opposite Panhandle Street. To the southwest, a Zoning Compliance Plan for a medical office facility is currently under review by Staff and will come before the Planning and Zoning Commission for approval at a later date as required by the RRO District. Additional multifamily development is planned within the vicinity, but Staff has not yet received formal plans or applications. To the north, opposite Linden Drive, the Rayzor Cottages single-family development is planned and platted, but construction has not yet begun. The properties to the east, opposite Bonnie Brae Street, are zoned R3 and developed with single-family residential lots. Furthermore, the property located at the immediate northeast corner of Panhandle 1185 Street and Bonnie Brae Street is zoned with a PD-MN and developed with a mix of medical and professional office spaces. The area’s zoning pattern is consistent with the existing development as shown on the inset map. This information is further summarized in the table below. Area roadways follow the development pattern with neighborhood streets feeding into Collector and Arterial roadways: • Bonnie Brae Street is designated as a Secondary Arterial per the City’s 2022 Mobility Plan. It is constructed with four travel lanes and a continuous sidewalk along the eastern side. The developer of the areas adjacent to this right-of-way would be responsible for adding sidewalks along their street frontage. • Panhandle Street is designated as a Future Collector per the City’s 2022 Mobility Plan. It is constructed with two travel lanes and segments of sidewalks within the Rayzor Ranch Overlay District. Within the Rayzor Ranch South Campus, the right-of-way dedication and street construction for Panhandle Street has been completed by the overall property owner/developer. As individual parcels are developed, those property owners will be asked to construct any uncompleted segments of sidewalk adjacent to their property. • Linden Drive is a neighborhood street with 2 lanes of travel and on-street parking facilities within the portion of the right-of-way within the Rayzor Ranch Overlay District. SURROUNDING ZONING AND USES: Northwest: Zoning: RROD District Use: Undeveloped (platted for single-family residential) North: Zoning: RROD District Use: Undeveloped (platted for single-family residential) Northeast: Zoning: R3 District Use: Single-family residential West: Zoning: RROD District Use: Multifamily residential SUBJECT PROPERTY East: Zoning: R3 District Use: Single-family residential Southwest: Zoning: RROD District Use: Undeveloped (ZCP for medical office under review) South: Zoning: RROD Use: Gas Well Drilling and Production Site Southeast: Zoning: PD-MN Use: Offices 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. 1186 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 The proposal is consistent with the intent of prior land use approvals and plans associated with this subarea of the Rayzor Ranch Overlay District. 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. 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 Denton 2040 Comprehensive Plan Future Land Use Map (FLUM), the subject property is designated as Regional Mixed Use. This designation applies to areas that serve as regional destinations within Denton. Development may include residential, commercial, office, entertainment and other uses except industrial, at the highest levels of scale and density within the city. The proposed MN District is consistent with the Future Land Use Designation, as it would facilitate development of commercial uses that provide for both the day- to-day neighborhood services for the growing community surrounding the site and the convenience of proximity for the region. 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 from the RRO District to the MN District. 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. Since the RRO is based on the 2002 DDC, this rezoning would facilitate the development of the subject property in a manner consistent with the current (2019) DDC. 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 approval of any permitted use or use requiring approval of a Specific Use Permit, a detailed review will be completed. 5. Compliance with Other Applicable Regulations 1187 This proposed rezoning complies with all other applicable regulations. Concurrently with zoning the subject property out of the RRO, the concept plan and zoning plan for the RRO District are being updated to remove the subject property, thereby reducing any future confusion about the zoning or development standards applicable to this property (refer to Exhibits 8 and 9). 6. Consistent with Interlocal and Development Agreements There are no interlocal or development agreements for the subject site. 7. Minimizes Adverse Environmental Impacts Development of the site must conform to all floodplain restrictions; therefore, no adverse environmental impacts are anticipated. Although no Environmentally Sensitive Areas (ESA) or protected trees are present on the subject site, if the change to a straight zoning district is approved, development of the site would be required to comply with all DDC regulations related to ESAs, tree preservation, and landscaping. 8. Minimizes Adverse Impacts on surrounding Property The Mixed-Use Neighborhood District is a mixed-use zoning district intended to support compatibility between higher-intensity mixed-use areas and adjacent residential and commercial areas. This district contributes to an environment for pedestrians and bicyclists and includes varying densities of residential, neighborhood serving retail, restaurants, commercial, and office uses that are sensitive to the surrounding built and natural context in scale and form. Permitted development scale allows for 40 feet maximum building height (65 feet maximum height with approval of a specific use permit) and 80 percent building coverage. Due to the intensity of the possible future uses, development standards are important to ensure compatibility with the surrounding area. The following required development standards will minimize adverse impacts, so that, if approved, future uses would complement existing development: • Street trees: one street tree must be planted every 30 feet along Bonnie Brae Street, Linden Drive, and Panhandle Street in accordance with DDC Section 7.7.7. These trees are in addition to right-of-way screening. • Parking lot landscaping: per DDC Section 7.7.5F, developers are required to select landscaping elements from a menu, including (but not limited to) screening along the right-of-way, parking lot landscape islands, landscaped parking lot endcaps, and/or landscaped medians in parking areas. Landscaped islands, endcaps, and medians are required to include large-canopy trees. • Setbacks: per DDC Section 3.3.1, the setback along all rights-of-way is 10 feet. • Lighting: all commercial developments must conform to the minimum lighting requirements in DDC Section 7.11, including shielding of lights and maximum light spillover at the property line. • Overall minimum tree canopy and landscape area: MN District requires minimum 40 percent mature tree canopy and 20% landscape area in accordance with DDC Table 7.D. 1188 Furthermore, the existing RRO zoning permits a maximum building height of 65 feet for single-family development and 100 feet for all other uses, expect for offices and hotels, which are allowed up to 200 feet above grade if it can be demonstrated to be within the maximum height above mean sea level allowed by the Federal Aviation Authority. Additionally, the RRO permits up to 90% lot coverage and as low as 10% landscaping for this subarea. Therefore, the proposed zoning change from RRO to MN District reduces potential visual impacts to the nearby single-family homes both within the RRO and within the R3 District located across Bonnie Brae. Although additional commercial uses beyond just offices (as limited by the RRO) would be permitted within the MN District, the scale of development and design requirements noted above will ensure compatibility with surrounding development along Bonnie Brae Street. 9. Minimizes Adverse Fiscal Impacts This proposed rezoning is not anticipated to create adverse fiscal impacts. 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 at the intersection of a Secondary Arterial and Future Collector in a growing area. Any development of the site which generates more than 1,000 trips per 24 hours or 100 trips during peak times will be required to submit a Traffic Impact Analysis to determine any needed improvements to accommodate the additional trips generated by the use. Provides Adequate Public Services and Facilities The proposed rezoning is not anticipated to negatively impact public services and facilities. 13. Rational Phasing Plan This proposed rezoning does not have a phasing plan. 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 A.3.b above, the proposed zoning of MN District is consistent with Denton 2040 Comprehensive Plan and will permit the development of commercial and neighborhood service uses typically found along arterial roadways near residential areas. 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 3.3.1A, “The MN district is provided to support compatibility between higher-intensity mixed-use areas and adjacent residential and commercial areas. This district contributes to a vibrant environment for pedestrians and bicyclists and includes varying densities of residential, neighborhood-serving retail, restaurants, commercial, and office uses that are sensitive to the surrounding built and natural context in scale and form.” 1189 The proposed MN District in this location is consistent with the purpose statement, as the site is located near the intersection of an Arterial and Collector roadway. Furthermore, the site is separated from existing neighborhoods by roadway infrastructure, so that future commercial uses would be accessible, but buffered from residential properties. d. There have been or will be significant changes in the area to warrant a zoning change. The Rayzor Ranch Overlay District permits the construction of 1,800 multifamily residential units within the South Campus. As these properties develop, additional locations for commercial development are appropriate to provide for necessary retail and services within proximity to neighborhoods. The proposed rezoning would allow for this type of future development, is a logical extension of the existing MN District located across Bonnie Brae, and is compatible with the RRO District and R3 District surrounding 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. Transportation related to the proposal Due to the number of trips typically generated by the proposed retail with drive- through use, staff does not anticipate adverse traffic impacts related to the proposed rezoning. However, because this is a zoning case, if approved, any uses within the MN District could be developed. At the time of development of any commercial uses, if the number of potential trips exceeds 1,000 within a 24-hour period, a Traffic Impact Analysis would be required. 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 No additional perimeter street improvements would be required at this time. Both Linden Drive and Panhandle Street were constructed as part of the overall Rayzor Ranch development. Bonnie Brae Street, classified as a secondary arterial, has an existing total right-of-way width of 100 feet with 67.5 feet from the centerline to subject property. Per Table 1.3.1 of the Transportation Criteria Manual, the minimum right-of-way width for a secondary arterial is 110 feet. Given the existing distance between the centerline and the subject property is greater than 55 feet, the developer would not be responsible for dedicating additional right-of-way. f. Public facilities and services are available to adequately serve the subject property while maintaining adequate level of service to existing development. Schools Since the applicant is proposing a commercial use, the request would not add students to schools within the attendance boundary. For residential proposals, staff would coordinate with DISD regarding capacity and level of service. 1190 Water and Wastewater Public water and wastewater services are available to the site. Nearest Fire Station The subject property is approximately 1.3 miles from Fire Station #5 (2230 W Windsor Drive), within the eight minute 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. 1191 PANHANDLE ALLEY B RAYZORSTANLEYSCRIPTUREHERITAGETHOMASCOTTAGE CRESCENT LINDENBUNGALOW HILLCRESTTOWN CENTERPVT 5 BONNIE BRAEALLEY AEASTPARKBELLEMEADZ21-0019Site 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 µ Date: 7/1/2022 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1192 1193 1194 50' LANDSCAPE BUFFER NOT A PART AUGUSTA DRIVE GREENWAY DRIVETHUNDE R B I R D D R I V E CRESTMEADOWB O N N I E B R A E S T R E E TSCRIPTURE STREET WEST UNIVERSITY DRIVE / U.S. 380 CRESCENT STREET LINDEN STREET PANHANDLE STREETCOLONIAL DR IVE THUNDERBIRD DRIVE B O N N I E B R A E S T R E E TNORTH BONNIE BRAE STREETINTERSTATE HIGHWAY 35INTERSTATE HIGHWAY 35 TRAFFIC SIGNAL existing TRAFFIC SIGNAL Existing WEST UNIVERSITY DRIVE / U.S. 380 TRAFFIC SIGNAL EXISTING LINDEN STRE E T PANHANDLE STREET CM-G DC-G RR-3 RR-2 NR-3 OPEN SPACE / STORM WATER CONTROL NRMU-12 RR-2 RR-3 P BH / MF / O /SF OPEN SPACE / STORM WATER CONTROL / O O (Cook Children's Hospital) OPEN SPACE / STORM WATER CONTROL / O OPEN SPACE / STORM WATER CONTROL / BH / MF / SF HOTEL / O/ SF/ MF / RR HOTEL O / SF / MF / RR HOTEL/ RR / O / MF SOUTH RR-2 SOUTH RR-2 RR-1 DRILL PAD SOUTH RR-2 RR-1 HOTEL / RR / O / MF HOTEL / O / SF / MF / RR NR-3 NRMU-12 NR-2 IC-E NR-3 NR-3 NRMU-12 NR-3 CM-G NRMU RCC-D RCC-D HOTEL / RR / O / MF SF O / SF SOUTH RR-2 SOUTH RR-2 RCC-D NRMU CM-G NRMU-12 DC-G NR-3 NR-2 ZONING LEGEND RAYZOR RANCH MARKET PLACE PROPOSED OVERLAY PROPOSED OVERLAY RAYZOR RANCH SOUTH CAMPUS PROPOSED OVERLAY = TOWN CENTER PROPOSED OVERLAY = SOUTH MIXED USE DISTRICT 1 (+/-48.8 ACRES) DISTRICT 2 (+/-99.4 ACRES) DISTRICT (+/-51 ACRES) DISTRICT (+/-150 ACRES) NOTE AD,USTMENT IN DIVISION LINES O( USES SHOWN MAY $E MADE TO ALI)N WITH ROADWAYS PHASIN) OR PLATTIN) ENTIRITY O( PRO,ECT LIES WITHIN CITY LIMITS O( DENTON PROPOSED OVERLAY = SOUTH "RR-2"DISTRICT (+/-46 ACRES) EXHIBIT B-4 Zoning Overlay QRUWK200'100'0'400' RAYZOR RANCH CONCEPT / SCHEMATIC PLAN 11-12-20 ZONING OVERLAY EXHIBIT B-4 Zoning Overlay 1195 N16°24'00"W - 3494 .36 ' S88°56'28"E - 2440.06' SITE LOCATION MAP RAYZOR RANCH MARKET PLACE PROPOSED OVERLAY PROPOSED OVERLAY RAYZOR RANCH SOUTH CAMPUS PROPOSED OVERLAY = TOWN CENTER PROPOSED OVERLAY = SOUTH MIXED USE DISTRICT 1 (+/-48.8 ACRES) DISTRICT 2 (+/-99.4 ACRES) DISTRICT (+/-51 ACRES) DISTRICT (+/-150 ACRES) NOTE AD,USTMENT IN DIVISION LINES O( USES SHOWN MAY $E MADE TO ALI)N WITH ROADWAYS PHASIN) OR PLATTIN) ENTIRITY O( PRO,ECT LIES WITHIN CITY LIMITS O( DENTON PROPOSED OVERLAY = SOUTH "RR-2"DISTRICT (+/-46 ACRES) RR-3 RR-2 NR-3 OPEN SPACE / STORM WATER CONTROL NRMU-12 RR-2 RR-3 P BH / MF / O /SF OPEN SPACE / STORM WATER CONTROL / O O (Cook Children's Hospital) OPEN SPACE / STORM WATER CONTROL / O OPEN SPACE / STORM WATER CONTROL / BH / MF / SF HOTEL / O/ SF/ MF / RR HOTEL O / SF / MF / RR HOTEL/ RR / O / MF SOUTH RR-2 SOUTH RR-2 RR-1 SOUTH RR-2 RR-1 HOTEL / RR / O / MF SOUTH RR-2 O / SF BH / MF / O /SF cross accesseasement EMORY STREET Detention Area "D-1" 4.10 ac Detention Area "D-2" 4.189 ac Detention Area "D-3" 4.12 ac HERITAGE TRAIL50' LANDSCAPE BUFFER NOT A PART NOT A PART AUGUSTA DRIVE GREENWAY DRIVETHUNDE R B I R D D R I V E CRESTMEADOWB O N N I E B R A E S T R E E TSCRIPTURE STREET WEST UNIVERSITY DRIVE / U.S. 380 45' R.O.W. DEDICATIONNOT A PART CRESCENT STREET LINDEN STREET PANHANDLE STREETCOLONIAL DR IVE THUNDERBIRD DRIVE Existing Albertson's Existing Retail B O N N I E B R A E S T R E E TGAS DRILL SITE DME Substation 2.00 ac NORTH BONNIE BRAE STREETINTERSTATE HIGHWAY 35INTERSTATE HIGHWAY 35COOK'S CHILDREN MEDICAL CENTER WEST UNIVERSITY DRIVE / U.S. 380 TRAFFIC SIGNAL existing TRAFFIC SIGNAL Existing WEST UNIVERSITY DRIVE / U.S. 380 TRAFFIC SIGNAL EXISTING EASTPARK BLVDHERITAGE TRAILCRESCENT STREET EMORY STREET HERITAGE TRAILHERITAGE TRAILPANHAN D L E S T R E E T EASTPARK BLVDLINDEN STRE E T PANHANDLE STREET PAN H A N DLE S TREET HOTEL / O / SF / MF / RR DRILL PAD SF SOUTH RR-2 SOUTH RR-2 Market Place RR-3 Development Standards Market Place RR-2 Market Place Residential Town Center RR-1 Town Center RR-1 (hotel/office) South Campus RR-2 Residential South Campus RR-2 Commercial South Campus Office/Hotel South Campus Mixed Use Residential South Campus Mixed Use Commercial South Campus Mixed Use Hotel/Office 100'None None 79%4:1 100'None None 79%4:1 TBD TBD TBD TBD N/A 100'None None 90%4:1 200'none 90%4:1 65' 100' 200' 65'None None 80%4:1 100'None None 4:1 200'None None 4:1 None None 90%4:1Town Center RR-2 None None None TBD None none None None None None South Campus Mixed Use NR 90%4:1NoneNoneNoneMaximum BuildHeightMinimum LotAreaMinimum LotWidth and DepthBuildingSetbacksMaximum LotCoverageMaximum FloorArea RatioOff-Street Parking Standards 1. Single-Family 2 spaces per unit 2. Multi-Family a. 1 Bedroom or less than 500sf 1 space/unit b. 1 Bedroom greator than 500sf 1.5 spaces/unit c. 2 Bedroom 1.75 spaces/unit d. 3 Bedroom 2 spaces/unit e. 4 Bedroom or more 1 space/bedroom f. Retirement Housing 1 space/unit 3. Office (general)1 space/450sf 4. Office (medical)1 space/350sf 5. Retail 1 space/300sf 6. Restaurants/Bars 1 space/100sf FORT WORTH, TX 76107 550 BAILEY AVE. SUITE 400 DUNAWAY ASSOCIATES, LP RAYZOR RANCH IRVING, TX 75039 5221 N. O'CONNOR BOULEVARD, STE 700 ALLEGIANCE HILLVIEW, LP DALLAS, TX 75244 13642 OMEGA HODGES & ASSOCIATES, P.L.L.C. Adjacent Ownership Information - South Adjacent Ownership Information - North South of 380 237.05 ACRES OF LAND IN THE B.B.B. & C.R.R. SURVEY ABSTRACT NO. A-192 LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS North of 380 149.58 ACRES OF LAND FRANCIS BATSON SURVEY ABSTRACT NO. A-43 LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS EXHIBIT B-1 Concept / Schematic Plan Date: 11-12-20 1196 1197 SITUS ADDRESS OWNER NAME MAILING ADDRESS OWNER NAME (all CAPS) 2321 W University Dr Tx 76201‐1649 Abs Tx Investor Lp 250 E Park Center Boulevard, Boise, ID 83726‐0001 ABS TX INVESTOR LP 2317 W University Dr 76201 Benbrooke Univ Partners 5924 Royal Ln Ste 250, Dallas, TX 75230‐8802 BENBROOKE UNIV PARTNERS 2311 W University Dr 76201‐1649 Benbrooke Univ Partners 5924 Royal Ln Ste 250, Dallas, TX 75230‐8802 BENBROOKE UNIV PARTNERS 2303 W University Dr 76201‐1649 Mfd Inc 2303 W University Dr, Denton, TX 76201‐1649 MFD INC Scripture St 76201 Cook Children's Health Care System 801 7th Avenue, Fort Worth, TX 76104‐2733 COOK CHILDREN'S HEALTH CARE SYSTEM Texas Oncology Properties Llc 12221 Merit Dr Ste 500, Dallas, TX 75251‐3100 TEXAS ONCOLOGY PROPERTIES LLC 2620 Scripture St Tx 76201‐4315 Hta‐denton Llc 16427 N Scottsdale Rd Ste 440, Scottsdale, AZ 85254‐7103 HTA‐DENTON LLC SITUS ADDRESS OWNER NAME MAILING ADDRESS OWNER NAME (all CAPS) 1160 Bonnie Brae 76201‐2421 Dsmg Ltd 1160 N Bonnie Brae St, Denton, TX 76201‐2421 DSMG LTD W University Dr South Stemmons Prop Group Ltd 1801 Hinkle Dr Ste 150, Denton, TX 76201‐1768 SOUTH STEMMONS PROP GROUP LTD 1230 N Bonnie Brae St 76201‐5475 Mrs Leona Ewing 1228 Bellemead Dr, Denton, TX 76201‐2418 MRS LEONA EWING 1224 N Bonnie Brae St 76201‐5475 Linda Marie Casias Roth 208 Meadow Ln, Denton, TX 76207‐7411 LINDA MARIE CASIAS ROTH 1220 N Bonnie Brae 76201‐5475 Windsor Hall Inc. 1409 San Gabriel Dr, Denton, TX 76205‐6600 WINDSOR HALL INC 1218 N Bonnie Brae St 76201‐5475 Marilyn R Janke 145 S Forest Ln, Double Oak, TX 75077‐8284 MARILYN R JANKE 1160 N Bonnie Brae 76201‐2421 Dsmg Ltd 1160 N Bonnie Brae St, Denton, TX 76201‐2421 DSMG LTD 1160 Bonnie Brae 76201‐2421 Dsmg Ltd 1160 N Bonnie Brae St, Denton, TX 76201‐2421 DSMG LTD 1160 N Bonnie Brae 76201‐2421 Bruce A & Rhonda Huther 1890 S Keaton Rd, Sanger, TX 76266‐8702 BRUCE A & RHONDA HUTHER 1100 N Bonnie Brae St 76201‐2421 John Kozura III 777 El Cielito St, Denton, TX 76205‐8317 JOHN KOZURA III 1026 N Bonnie Brae 76201‐2420 Nelta Bahnsen 5707 Glen Pines Dr, Houston, TX 77069‐1818 NELTA BAHNSEN 1020 N Bonnie Brae 76201‐2420 Melvin L & Patricia L Sumrall Life Estate & Etal 1020 N Bonnie Brae St, Denton, TX 76201‐2420 MELVIN L & PATRICIA L SUMRALL LIFE ESTATE & ETAL 1014 N Bonnie Brae 76201‐2420 James H Mahoney 1014 N Bonnie Brae St, Denton, TX 76201‐2420 JAMES H MAHONEY 1008 N Bonnie Brae 76201‐2420 Danny R & Carmen Whitaker 1008 N Bonnie Brae St, Denton, TX 76201‐2420 DANNY R & CARMEN WHITAKER 1002 N Bonnie Brae 76201‐2420 Albert & Opal Harpool Revocable Living Trust 1002 N Bonnie Brae St, Denton, TX 76201‐2420 ALBERT & OPAL HARPOOL REVOCABLE LIVING TRUST 924 N Bonnie Brae 76201‐2419 Nadine S Wilson 924 N Bonnie Brae St, Denton, TX 76201‐2419 NADINE S WILSON 916 N Bonnie Brae 76201‐2419 Charline S Rodgers Family Trust 1128 Bent Oaks Dr, Denton, TX 76210‐8350 CHARLINE S RODGERS FAMILY TRUST 910 N Bonnie Brae 76201‐2419 Weldon Glen McBride 1819 Laurelwood Dr, Denton, TX 76209‐2234 WELDON GLEN MCBRIDE 902 N Bonnie Brae 76201‐2419 Paul J & Dianna Banda 902 N Bonnie Brae St, Denton, TX 76201‐2419 PAUL J & DIANNA BANDA 818 N Bonnie Brae 76201‐2499 Clarence D Wynn 818 N Bonnie Brae St, Denton, TX 76201‐2499 CLARENCE D WYNN N Bonnie Brae Tx 4a Properties Ltd 300 Cove Dr, Shady Shores, TX 76208‐7110 4A PROPERTIES LTD 802 N Bonnie Brae 76201‐2499 4a Properties Ltd 300 Cove Dr, Shady Shores, TX 76208‐7110 4A PROPERTIES LTD 2423 Panhandle St 76201‐2439 Gregory P Rowlett PO Box 850, Lewisville, TX 75067‐0850 GREGORY P ROWLETT McKenna Park City of Denton Municipal Building, 215 E McKinney St, Denton, TX 76201‐42CITY OF DENTON Adjacent Property Ownership West of Bonnie Brae Adjacent Property Ownership East of Bonnie Brae SITUS ADDRESS OWNER NAME MAILING ADDRESS 2200 Northway Dr 76207‐1032 James W Curnutt & Richard D Ruark 2200 Northway, Denton, TX 76207‐1032 2201 Northway Dr 76207‐1033 Josue Ordonez 2201 Northway, Denton, TX 76207‐1033 2200 Southway 76207‐1028 Ruth Delia Chavez 10641 Steppington Dr Apt 2029, Dallas, TX 75230‐4668 2201 Southway 76207‐1029 Sarah E Beveridge & Christopher Files 2201 Southway, Denton, TX 76207‐1029 2200 Overlook Ln 76207‐1024 Bryan & Joyce Cassell 2200 Overlook Ln, Denton, TX 76207‐1024 2201 Overlook Ln 76207‐1025 En L Khoe 2201 Overlook Ln, Denton, TX 76207‐1025 2200 Lookout Ln 76207‐1020 James H & Barbara J Grote 2210 Amberstone, Fredericksbrg, TX 78624‐6795 2201 Lookout Ln 76207‐1021 Billy R & Suzanne E Smith 2201 Lookout Ln, Denton, TX 76207‐1021 2200 Crestmeadow St 76207‐1636 Bob F Watson 2200 Crestmeadow St, Denton, TX 76207‐1636 2128 Crestmeadow St 76207‐1634 Susan M Allison 701 Chaparral Rd, Sanger, TX 76266‐6859 2124 Crestmeadow St 76207‐1634 Johnny D Guajardo 2124 Crestmeadow St, Denton, TX 76207‐1634 2120 Crestmeadow St 76207‐1634 Victor & Damia Cleaver 2120 Crestmeadow St, Denton, TX 76207‐1634 2116 Crestmeadow St 76207‐1634 Carolyn Gilbert 2116 Crestmeadow St, Denton, TX 76207‐1634 2112 Crestmeadow St 76207‐1634 Tim & Kenna J Johnson 2112 Crestmeadow St, Denton, TX 76207‐1634 2108 Crestmeadow St 76207‐1634 Laura L Fogle 2108 Crestmeadow St, Denton, TX 76207‐1634 2104 Crestmeadow St 76207‐1634 Susan Pierce 2104 Crestmeadow St, Denton, TX 76207‐1634 2100 Crestmeadow St 76207‐1634 Martha Sue Webb 2100 Crestmeadow St, Denton, TX 76207‐1634 2020 Crestmeadow St 76207‐1632 Gerald L & Nedra Mitchell 2575 Thomas J Eagan Rd, Denton, TX 76207‐2800 2601 Thunderbird Dr James J Sitton 2601 Thunderbird Dr, Denton, TX 76207‐1601 2605 Thunderbird Dr 76207‐1601 Brenda K & Edgar Leavell 2605 Thunderbird Dr, Denton, TX 76207‐1601 2609 Thunderbird Dr 76207‐1601 James M Jr & Stephanie K Wilson 2609 Thunderbird Dr, Denton, TX 76207‐1601 2613 Thunderbird Dr 76207‐1601 Sheree L Sardina 2613 Thunderbird Dr, Denton, TX 76207‐1601 2701 Thunderbird Dr 76207‐1603 Kirtland B Watkins 2701 Thunderbird Dr, Denton, TX 76207‐1603 2705 Thunderbird Dr 76207‐1603 Gene H Fahrenbacher 2705 Thunderbird Dr, Denton, TX 76207‐1603 2709 Thunderbird Dr 76207‐1603 Kristine Bolin PO Box 50171, Denton, TX 76206‐0171 2713 Thunderbird Dr 76207‐1603 Steve Oberlender 2713 Thunderbird Dr, Denton, TX 76207‐1603 2717 Thunderbird Dr 76207‐1603 Jimmy C & Neva L Shelton 2717 Thunderbird Dr, Denton, TX 76207‐1603 2721 Thunderbird Dr 76207‐1603 Klein & Barenblat Law Offices 5940 Wilcox Pl Ste A, Dublin, OH 73016‐6805 2801 Thunderbird Dr 76207‐1605 Ricky L & Britta Wheeler 2801 Thunderbird Dr, Denton, TX 76207‐1605 2805 Thunderbird Dr 76207‐1605 Cathleen Desouza Carothers 2106 Hawksbury Way, Cedar Park, TX 78613‐6878 2809 Thunderbird Dr 76207‐1605 Mark McGary 2809 Thunderbird Dr, Denton, TX 76207‐1605 2813 Thunderbird Dr 76207‐1605 Stephen R Speer 2813 Thunderbird Dr, Denton, TX 76207‐1605 2817 Thunderbird Dr 76207‐1605 David & Veronica Brunner 2817 Thunderbird Dr, Denton, TX 76207‐1605 2901 Thunderbird Dr 76207‐1272 Donald W Fleming 2901 Thunderbird Dr, Denton, TX 76207‐1272 2900‐2912 Augusta Dr 76207‐1223 David TW Sung PO Box 3580, Santa Monica, CA 90408‐3580 Augusta Dr 76207 David TW Sung PO Box 3580, Santa Monica, CA 90408‐3580 2915‐3017 Augusta Dr 76207‐1214 David TW Sung PO Box 3580, Santa Monica, CA 90408‐3580 4234 I35 Tx 76207‐3408 Gramar Corp Unknown 2205 N Bonnie Brae 76207‐1018 Jess Newton Rayzor Estate PO Box 609, Denton, TX 76202‐0609 City of Denton Municipal Building, 215 E McKinney St, Denton, TX 76201‐4229 2230 W University Dr 7620‐0648 David R Fulton Trustee 5529 Freeman Rd, Krum, TX 76249‐3358 W University St Mesquite Creek Dev Inc PO Box 22845, Oklahoma City, OK 73123‐1845 2804 W University Dr 76201‐1601 Mesquite Creek Dev Inc PO Box 22845, Oklahoma City, OK 73123‐1845 2816 W University Dr 76201‐1601 Mesquite Creek Dev Inc PO Box 22845, Oklahoma City, OK 73123‐1845 2828 W University Dr 76201‐1601 Mesquite Creek Dev Inc PO Box 22845, Oklahoma City, OK 73123‐1845 2900 W University Dr Tx 76201‐1632 University Lodging Partners LP 1721 Pleasant Pl, Arlington, TX 76015‐4529 2828 W University Dr 76201‐1601 Mesquite Creek Dev Inc PO Box 22845, Oklahoma City, OK 73123‐1845 4008 N I35 Tx 76207‐3406 CBOCS Texas LTD P/S PO Box 787, Lebanon, TN 37088‐0787 Adjacent Property Ownership North of U.S. Hwy. 380 1198 I 35 I 35TO W N CENTERPVT2 AMHERST I-3 5 WR a m p I- 3 5 S E R V I C E R D OAK GEORGETOWNBONNIE BRAEECTORPRIMROSEBRADLEYAILEENSTANLEYEMERY GOBERSCRIPTURE HICKORY ALAMOTHOMASTOWNCENTERPVT3UNIVERSITY BROADWAY LINDEN PANHANDLE CROW SENA CRESCENT BUNGALOWAVE DAVE HAVE GAVE FNORTH TEXASHERITAGET O W N C E N T E R PV T 9 STELLA MARIETTAFOUTSCORDELL CARLTON MILLERTOWN CENTERPVT 5 I-3 5 R a mp TOWN CENTER PVT 4 HILLCRESTGAYALLEY A EASTPARKMULBERRYTOWNCENTERBELLEMEADWESTCHESTER HOUSTONTOWNCENTERPVT1Z21-0019Future Land Use Map 0 510 1,020255Feet “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: 7/1/2022 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE Future Land UseDesignationAgriculture Rural Areas Low Residential Moderate Residential Master Planned Community Downtown DentonDowntown Compatibility Area Regional Mixed Use Community Mixed Use Neighborhood Mixed Use Neighborhood / University Compatibility Area Business Innovation CommercialLight Industrial Industrial Commerce Government / Institutional Parks / Open Space 1199 7/28/22, 10:56 AM Denton, TX Development Code 1/11 Table 5.2-A: Table of Allowed Uses P = permitted S = speci c use permit required Blank cell = use prohibited + = use-speci c standards apply Residential Mixed-Use Corridor Other Nonresidential Use- Speci c 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 1200 7/28/22, 10:56 AM Denton, TX Development Code 2/11 Table 5.2-A: Table of Allowed Uses P = permitted S = speci c use permit required Blank cell = use prohibited + = use-speci c standards apply Residential Mixed-Use Corridor Other Nonresidential Use- Speci c Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF 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 Land ll, 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 1201 7/28/22, 10:56 AM Denton, TX Development Code 3/11 Table 5.2-A: Table of Allowed Uses P = permitted S = speci c use permit required Blank cell = use prohibited + = use-speci c standards apply Residential Mixed-Use Corridor Other Nonresidential Use- Speci c Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF 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 O ce 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 1202 7/28/22, 10:56 AM Denton, TX Development Code 4/11 Table 5.2-A: Table of Allowed Uses P = permitted S = speci c use permit required Blank cell = use prohibited + = use-speci c standards apply Residential Mixed-Use Corridor Other Nonresidential Use- Speci c Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF 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 O ce, Business, and Professional Services Administrative, Professional, and Government O ce 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 1203 7/28/22, 10:56 AM Denton, TX Development Code 5/11 Table 5.2-A: Table of Allowed Uses P = permitted S = speci c use permit required Blank cell = use prohibited + = use-speci c standards apply Residential Mixed-Use Corridor Other Nonresidential Use- Speci c Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF 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+P+5.3.5P Retail Sales Building Materials and Supply Store S P P P General Retail Unless Otherwise Speci ed, Less than 5,000 Square Feet S+P P P P P P P P P 5.3.5Q General Retail Unless Otherwise Speci ed, Between 5,000 Square Feet and 15,000 Square Feet P P P P P P P P 1204 7/28/22, 10:56 AM Denton, TX Development Code 6/11 Table 5.2-A: Table of Allowed Uses P = permitted S = speci c use permit required Blank cell = use prohibited + = use-speci c standards apply Residential Mixed-Use Corridor Other Nonresidential Use- Speci c Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF General Retail Unless Otherwise Speci ed, 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 1205 7/28/22, 10:56 AM Denton, TX Development Code 7/11 Table 5.2-A: Table of Allowed Uses P = permitted S = speci c use permit required Blank cell = use prohibited + = use-speci c standards apply Residential Mixed-Use Corridor Other Nonresidential Use- Speci c Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF 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 1206 7/28/22, 10:56 AM Denton, TX Development Code 8/11 Table 5.2-A: Table of Allowed Uses P = permitted S = speci c use permit required Blank cell = use prohibited + = use-speci c standards apply Residential Mixed-Use Corridor Other Nonresidential Use- Speci c Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF 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 1207 7/28/22, 10:56 AM Denton, TX Development Code 9/11 Table 5.2-A: Table of Allowed Uses P = permitted S = speci c use permit required Blank cell = use prohibited + = use-speci c standards apply Residential Mixed-Use Corridor Other Nonresidential Use- Speci c Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF 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 1208 7/28/22, 10:56 AM Denton, TX Development Code 10/11 Table 5.2-A: Table of Allowed Uses P = permitted S = speci c use permit required Blank cell = use prohibited + = use-speci c standards apply Residential Mixed-Use Corridor Other Nonresidential Use- Speci c 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 O ce 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 1209 7/28/22, 10:56 AM Denton, TX Development Code 11/11 Table 5.2-A: Table of Allowed Uses P = permitted S = speci c use permit required Blank cell = use prohibited + = use-speci c standards apply Residential Mixed-Use Corridor Other Nonresidential Use- Speci c Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF Portable Wireless Telecommunications Facility P+P+P+P+P+P+P+P+P+P+P+P+P+P+P+P+ 5.5.4 1210 1211 5/19 CR Public Hearing Notification Sign Criteria and Affidavit A public hearing notification sign is a sign erected on the subject property to publicize a Zoning Change request, a Specific Use Permit request, a Variance request, or a Historic Landmark Designation request. The number of signs and the placement of signs shall be determined at the time of First Review Comments for each specific request. It is the responsibility of the owner/project representative to contact Development Services Department to verify the number and location of signs needed. SIGN CRITERIA: SIGN DESIGN Signs shall be three and a half (3 ½) feet wide by four (4) feet tall. (Please refer to attached sign exhibit.) The sign shall be constructed in accordance with the City’s design standards for public hearing notification signs. a.Two (2) sided, ten (10) millimeter Coroplast sign or other material of equivalent strength and durability. b.Lettering shall be placed on both sides of the sign. c.The letter font style shall be Trebuchet MS. The required font size is 230 (bold) for the sign heading and 180 for all but for the remainder of the sign. Of the smaller words on the sign, everything is bold with the exception of the number field, name field, request field, and the website address. (Please refer to attached sign exhibit.) d.Metal or wood posts shall be used. The sign shall comply with the layout and dimensions on the attached Public Hearing Notification Sign Specification sheet. PLACEMENT The sign shall be posted perpendicular to the property line, and visible and legible from adjacent rights- of-way, but except alleys, at a location(s) determined by staff. If the subject property is on more than one (1) right-of-way, one (1) sign shall be posted along each right-of-way for each 500 feet of linear street frontage of the property. Signs shall be located outside of the public right-of-way, and shall be a minimum of two (2) feet off the ground, unless otherwise directed by the Director of Development Services or designee. PROOF OF POSTING At least 10 days prior to the public hearing, the applicant shall submit an executed affidavit of proof of the posting (attached) and photographs of the installed sign to the Planning Project Manager. Failure to post the notification sign(s) and submit the affidavit and photographs will require that the public hearing item be withdrawn and re-noticed until the next public hearing date available. The property owner is responsible for maintaining the sign on the property throughout the entire public hearing process. If the sign is destroyed or removed from the property, the applicant is responsible for obtaining another sign and posting the sign on the property promptly. City of Denton Development Services “One-Stop-Shop” One Place Serving Denton’s Development Needs 215 W Hickory St., Denton, TX 76201 (940) 349-8541 1212 5/19 CR REMOVAL OF SIGNS The property owner or his/her representative must remove the sign within three (3) calendar days subsequent to the final decision by the approving body. CITY OF DENTON PUBLIC HEARING NOTIFICATION SIGN SPECIFICATIONS 3 ½ Feet Z21-0019 Panhandle Medical Zoning Change 1213 1214 PANHANDLE ALLEY B RAYZORSTANLEYSCRIPTUREHERITAGETHOMASCOTTAGE CRESCENT LINDENBUNGALOW HILLCRESTTOWN CENTERPVT 5 BONNIE BRAEALLEY AEASTPARKBELLEMEADZ21-0019 Site Location 0 250 500125 Feet “This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or survey ing purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utiliz ation of this map indicates the understanding that there is no guarantee to the accuracy of this data.” SITE Parcels Roads µ Date: 6/30/2022 In 200ft address spreadsheet include the acreageand percentage of each of the ownerswithin the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1215 1216 1217 1218 1219 25',1$1&(12= D $125',1$1&(2)7+(&,7<2)'(17217(;$65(*$5',1*$&+$1*(,17+( =21,1* ',675,&7 $1' 86( &/$66,),&$7,21 )520 7+( 5$<=25 5$1&+ 29(5/$< 552 ',675,&7 72 0,;('86( 1(,*+%25+22' 01 ',675,&7 7+(5(%<$0(1',1*7+(5$<=255$1&+29(5/$<',675,&7&21&(373/$1 $1' =21,1* 0$3 (;+,%,76 )25 $3352;,0$7<(/< $&5(6 2) /$1' *(1(5$//</2&$7(':(672)%211,(%5$(675((7%(7:((1/,1'(1'5,9( $1'3$1+$1'/(675((7,17+(&,7<2)'(1721'(1721&2817<7(;$6 $'237,1*$1$0(1'0(17727+(&,7<¶62)),&,$/=21,1*0$3 3529,',1* )25 $ 3(1$/7< ,1 7+( 0$;,080 $02817 2) )25 9,2/$7,216 7+(5(2) 3529,',1*$6(9(5$%,/,7<&/$86($1'$1())(&7,9('$7( = D :+(5($6WKHRZQHU V RIDSSUR[LPDWHO\ DFUHVRISURSHUW\ZLWKLQWKH6RXWK &DPSXVRIWKH5D\]RU5DQFK2YHUOD\'LVWULFWZKLFKLVPRUHSDUWLFXODUO\GHVFULEHGDV/RW5DQG /RW 5 %ORFN & RI 5D\]RU 5DQFK (DVW DV GHSLFWHG LQ([KLELW ³$´ DWWDFKHG KHUHWR DQG LQFRUSRUDWHGE\UHIHUHQFHDVLIVHWIRUWKDWOHQJWKKHUHLQ KHUHLQDIWHUWKH³3URSHUW\´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³%´DQG³&´UHVSHFWLYHO\ 6(&7,217KH]RQLQJGLVWULFWDQGXVHFODVVLILFDWLRQIRUWKH3URSHUW\LVKHUHE\FKDQJHG IURPWKH5D\]RU5DQFK2YHUOD\ 552 'LVWULFWWR0L[HG8VH1HLJKERUKRRG 01 'LVWULFW 6(&7,217KH&LW\¶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age of APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ Hilary Negron 2022.09.20 11:30:26 -05'00' 1223 Exhibit A 1224 SITUSADDRESS OWNERNAME MAILINGADDRESS OWNERNAME(allCAPS)2321WUniversityDrTx76201Ͳ1649 AbsTxInvestorLp 250EParkCenterBoulevard,Boise,ID83726Ͳ0001 ABSTXINVESTORLP2317WUniversityDr76201 BenbrookeUnivPartners 5924RoyalLnSte250,Dallas,TX75230Ͳ8802 BENBROOKEUNIVPARTNERS 2311WUniversityDr76201Ͳ1649 BenbrookeUnivPartners 5924RoyalLnSte250,Dallas,TX75230Ͳ8802 BENBROOKEUNIVPARTNERS 2303WUniversityDr76201Ͳ1649 MfdInc 2303WUniversityDr,Denton,TX76201Ͳ1649 MFDINCScriptureSt76201 CookChildren'sHealthCareSystem 8017thAvenue,FortWorth,TX76104Ͳ2733 COOKCHILDREN'SHEALTHCARESYSTEM TexasOncologyPropertiesLlc 12221MeritDrSte500,Dallas,TX75251Ͳ3100 TEXASONCOLOGYPROPERTIESLLC 2620ScriptureStTx76201Ͳ4315 HtaͲdentonLlc 16427NScottsdaleRdSte440,Scottsdale,AZ85254Ͳ7103 HTAͲDENTONLLC SITUSADDRESS OWNERNAME MAILINGADDRESS OWNERNAME(allCAPS)1160BonnieBrae76201Ͳ2421 DsmgLtd 1160NBonnieBraeSt,Denton,TX76201Ͳ2421 DSMGLTD WUniversityDr SouthStemmonsPropGroupLtd 1801HinkleDrSte150,Denton,TX76201Ͳ1768 SOUTHSTEMMONSPROPGROUPLTD 1230NBonnieBraeSt76201Ͳ5475 MrsLeonaEwing 1228BellemeadDr,Denton,TX76201Ͳ2418 MRSLEONAEWING1224NBonnieBraeSt76201Ͳ5475 LindaMarieCasiasRoth 208MeadowLn,Denton,TX76207Ͳ7411 LINDAMARIECASIASROTH 1220NBonnieBrae76201Ͳ5475 WindsorHallInc. 1409SanGabrielDr,Denton,TX76205Ͳ6600 WINDSORHALLINC 1218NBonnieBraeSt76201Ͳ5475 MarilynRJanke 145SForestLn,DoubleOak,TX75077Ͳ8284 MARILYNRJANKE1160NBonnieBrae76201Ͳ2421 DsmgLtd 1160NBonnieBraeSt,Denton,TX76201Ͳ2421 DSMGLTD1160BonnieBrae76201Ͳ2421 DsmgLtd 1160NBonnieBraeSt,Denton,TX76201Ͳ2421 DSMGLTD 1160NBonnieBrae76201Ͳ2421 BruceA&RhondaHuther 1890SKeatonRd,Sanger,TX76266Ͳ8702 BRUCEA&RHONDAHUTHER1100NBonnieBraeSt76201Ͳ2421 JohnKozuraIII 777ElCielitoSt,Denton,TX76205Ͳ8317 JOHNKOZURAIII1026NBonnieBrae76201Ͳ2420 NeltaBahnsen 5707GlenPinesDr,Houston,TX77069Ͳ1818 NELTABAHNSEN 1020NBonnieBrae76201Ͳ2420 MelvinL&PatriciaLSumrallLifeEstate&Etal 1020NBonnieBraeSt,Denton,TX76201Ͳ2420 MELVINL&PATRICIALSUMRALLLIFEESTATE&ETAL1014NBonnieBrae76201Ͳ2420 JamesHMahoney 1014NBonnieBraeSt,Denton,TX76201Ͳ2420 JAMESHMAHONEY1008NBonnieBrae76201Ͳ2420 DannyR&CarmenWhitaker 1008NBonnieBraeSt,Denton,TX76201Ͳ2420 DANNYR&CARMENWHITAKER 1002NBonnieBrae76201Ͳ2420 Albert&OpalHarpoolRevocableLivingTrust 1002NBonnieBraeSt,Denton,TX76201Ͳ2420 ALBERT&OPALHARPOOLREVOCABLELIVINGTRUST924NBonnieBrae76201Ͳ2419 NadineSWilson 924NBonnieBraeSt,Denton,TX76201Ͳ2419 NADINESWILSON916NBonnieBrae76201Ͳ2419 CharlineSRodgersFamilyTrust 1128BentOaksDr,Denton,TX76210Ͳ8350 CHARLINESRODGERSFAMILYTRUST 910NBonnieBrae76201Ͳ2419 WeldonGlenMcBride 1819LaurelwoodDr,Denton,TX76209Ͳ2234 WELDONGLENMCBRIDE902NBonnieBrae76201Ͳ2419 PaulJ&DiannaBanda 902NBonnieBraeSt,Denton,TX76201Ͳ2419 PAULJ&DIANNABANDA818NBonnieBrae76201Ͳ2499 ClarenceDWynn 818NBonnieBraeSt,Denton,TX76201Ͳ2499 CLARENCEDWYNN NBonnieBraeTx 4aPropertiesLtd 300CoveDr,ShadyShores,TX76208Ͳ7110 4APROPERTIESLTD 802NBonnieBrae76201Ͳ2499 4aPropertiesLtd 300CoveDr,ShadyShores,TX76208Ͳ7110 4APROPERTIESLTD2423PanhandleSt76201Ͳ2439 GregoryPRowlett POBox850,Lewisville,TX75067Ͳ0850 GREGORYPROWLETT McKennaPark CityofDenton MunicipalBuilding,215EMcKinneySt,Denton,TX76201Ͳ42CITYOFDENTON AdjacentPropertyOwnershipWestofBonnieBrae AdjacentPropertyOwnershipEastofBonnieBrae SITUSADDRESS OWNERNAME MAILINGADDRESS 2200NorthwayDr76207Ͳ1032 JamesWCurnutt&RichardDRuark 2200Northway,Denton,TX76207Ͳ10322201NorthwayDr76207Ͳ1033 JosueOrdonez 2201Northway,Denton,TX76207Ͳ10332200Southway76207Ͳ1028 RuthDeliaChavez 10641SteppingtonDrApt2029,Dallas,TX75230Ͳ4668 2201Southway76207Ͳ1029 SarahEBeveridge&ChristopherFiles 2201Southway,Denton,TX76207Ͳ10292200OverlookLn76207Ͳ1024 Bryan&JoyceCassell 2200OverlookLn,Denton,TX76207Ͳ10242201OverlookLn76207Ͳ1025 EnLKhoe 2201OverlookLn,Denton,TX76207Ͳ1025 2200LookoutLn76207Ͳ1020 JamesH&BarbaraJGrote 2210Amberstone,Fredericksbrg,TX78624Ͳ67952201LookoutLn76207Ͳ1021 BillyR&SuzanneESmith 2201LookoutLn,Denton,TX76207Ͳ10212200CrestmeadowSt76207Ͳ1636 BobFWatson 2200CrestmeadowSt,Denton,TX76207Ͳ1636 2128CrestmeadowSt76207Ͳ1634 SusanMAllison 701ChaparralRd,Sanger,TX76266Ͳ6859 2124CrestmeadowSt76207Ͳ1634 JohnnyDGuajardo 2124CrestmeadowSt,Denton,TX76207Ͳ16342120CrestmeadowSt76207Ͳ1634 Victor&DamiaCleaver 2120CrestmeadowSt,Denton,TX76207Ͳ16342116CrestmeadowSt76207Ͳ1634 CarolynGilbert 2116CrestmeadowSt,Denton,TX76207Ͳ1634 2112CrestmeadowSt76207Ͳ1634 Tim&KennaJJohnson 2112CrestmeadowSt,Denton,TX76207Ͳ16342108CrestmeadowSt76207Ͳ1634 LauraLFogle 2108CrestmeadowSt,Denton,TX76207Ͳ16342104CrestmeadowSt76207Ͳ1634 SusanPierce 2104CrestmeadowSt,Denton,TX76207Ͳ1634 2100CrestmeadowSt76207Ͳ1634 MarthaSueWebb 2100CrestmeadowSt,Denton,TX76207Ͳ16342020CrestmeadowSt76207Ͳ1632 GeraldL&NedraMitchell 2575ThomasJEaganRd,Denton,TX76207Ͳ28002601ThunderbirdDr JamesJSitton 2601ThunderbirdDr,Denton,TX76207Ͳ1601 2605ThunderbirdDr76207Ͳ1601 BrendaK&EdgarLeavell 2605ThunderbirdDr,Denton,TX76207Ͳ1601 2609ThunderbirdDr76207Ͳ1601 JamesMJr&StephanieKWilson 2609ThunderbirdDr,Denton,TX76207Ͳ16012613ThunderbirdDr76207Ͳ1601 ShereeLSardina 2613ThunderbirdDr,Denton,TX76207Ͳ16012701ThunderbirdDr76207Ͳ1603 KirtlandBWatkins 2701ThunderbirdDr,Denton,TX76207Ͳ1603 2705ThunderbirdDr76207Ͳ1603 GeneHFahrenbacher 2705ThunderbirdDr,Denton,TX76207Ͳ16032709ThunderbirdDr76207Ͳ1603 KristineBolin POBox50171,Denton,TX76206Ͳ01712713ThunderbirdDr76207Ͳ1603 SteveOberlender 2713ThunderbirdDr,Denton,TX76207Ͳ1603 2717ThunderbirdDr76207Ͳ1603 JimmyC&NevaLShelton 2717ThunderbirdDr,Denton,TX76207Ͳ16032721ThunderbirdDr76207Ͳ1603 Klein&BarenblatLawOffices 5940WilcoxPlSteA,Dublin,OH73016Ͳ68052801ThunderbirdDr76207Ͳ1605 RickyL&BrittaWheeler 2801ThunderbirdDr,Denton,TX76207Ͳ1605 2805ThunderbirdDr76207Ͳ1605 CathleenDesouzaCarothers 2106HawksburyWay,CedarPark,TX78613Ͳ6878 2809ThunderbirdDr76207Ͳ1605 MarkMcGary 2809ThunderbirdDr,Denton,TX76207Ͳ16052813ThunderbirdDr76207Ͳ1605 StephenRSpeer 2813ThunderbirdDr,Denton,TX76207Ͳ16052817ThunderbirdDr76207Ͳ1605 David&VeronicaBrunner 2817ThunderbirdDr,Denton,TX76207Ͳ1605 2901ThunderbirdDr76207Ͳ1272 DonaldWFleming 2901ThunderbirdDr,Denton,TX76207Ͳ12722900Ͳ2912AugustaDr76207Ͳ1223 DavidTWSung POBox3580,SantaMonica,CA90408Ͳ3580AugustaDr76207 DavidTWSung POBox3580,SantaMonica,CA90408Ͳ3580 2915Ͳ3017AugustaDr76207Ͳ1214 DavidTWSung POBox3580,SantaMonica,CA90408Ͳ35804234I35Tx76207Ͳ3408 GramarCorp Unknown2205NBonnieBrae76207Ͳ1018 JessNewtonRayzorEstate POBox609,Denton,TX76202Ͳ0609 CityofDenton MunicipalBuilding,215EMcKinneySt,Denton,TX76201Ͳ4229 2230WUniversityDr7620Ͳ0648 DavidRFultonTrustee 5529FreemanRd,Krum,TX76249Ͳ3358WUniversitySt MesquiteCreekDevInc POBox22845,OklahomaCity,OK73123Ͳ18452804WUniversityDr76201Ͳ1601 MesquiteCreekDevInc POBox22845,OklahomaCity,OK73123Ͳ1845 2816WUniversityDr76201Ͳ1601 MesquiteCreekDevInc POBox22845,OklahomaCity,OK73123Ͳ18452828WUniversityDr76201Ͳ1601 MesquiteCreekDevInc POBox22845,OklahomaCity,OK73123Ͳ18452900WUniversityDrTx76201Ͳ1632 UniversityLodgingPartnersLP 1721PleasantPl,Arlington,TX76015Ͳ4529 2828WUniversityDr76201Ͳ1601 MesquiteCreekDevInc POBox22845,OklahomaCity,OK73123Ͳ18454008NI35Tx76207Ͳ3406 CBOCSTexasLTDP/S POBox787,Lebanon,TN37088Ͳ0787 AdjacentPropertyOwnershipNorthofU.S.Hwy.380 Exhibit B 1225 Exhibit C 1226 Z21-0019a RROD Multifamily Mia Hines Associate Planner September 20, 2022 1227 Request & Site Data •Request to rezone 3.819 acres from the Rayzor Ranch Overlay (RRO) District to Mixed-Use Neighborhood (MN) District •Request would amend the Rayzor Ranch Overlay District Zoning Exhibit and Concept Exhibit •Generally located on the west side of Bonnie Brae Street (Secondary Arterial), between Panhandle Street (Collector) and Linden Drive (Residential) •Currently vacant and has not been previously developed •Surrounded by RRO to the north, south, and west; to the east is an existing single-family residential subdivision zoned R3 •PD-MN at the northeast corner of Panhandle Street and Bonnie Brae Street Proposed Rezoning 2File ID Z21-0019a9/20/2022 1228 General Approval Criteria for All Applications (Sec. 2.4.5.E) 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 Zoning Criteria for Approval (Sec 2.7.2.D) 1.The proposed rezoning is consistent with the Future Land Use Map designation. 2.The proposed rezoning is consistent with relevant Small Area Plan(s). 3.The proposed rezoning is consistent with the purpose statement of the proposed zoning district, as provided in Subchapter 3, Zoning Districts. 4.There have been or will be significant changes in the area to warrant a zoning change. 5.The intensity of development in the new zoning district is not expected to create significantly adverse impacts to surrounding properties or the neighborhood. 6.Public facilities and services are available to adequately serve the subject property while maintaining adequate level of service to existing development. 7.There was an error in establishing the current zoning district. Criteria for Approval, DDC Subchapter 2 Summary: ✓MN zoning is consistent with the Denton 2040 Comprehensive Plan’s future land use designation of Regional Mixed-Use, a designation for promoting a mix of low impact development while complimenting and embracing existing, viable uses, and raising the standard of design. ✓Given the proximity to the existing single-family subdivision east of Bonnie Brae Street, the MN zoning district would allow for a cohesive land use transition from the lower density residential to the permitted higher density and commercial uses permitted within the Rayzor Ranch Overlay District. ✓The development would be subject to the development standards and processes of the current Denton Development Code as amended, rather than those standards specified within the Rayzor Ranch Overlay District Ordinance and the 2002 Denton Development Code. This includes compliance with higher site design and landscaping standards. 3File ID Z21-0019a9/20/2022 1229 Public Outreach •Newspaper Posting: July 24, 2022 •Website Posting: July 20, 2022 •Property Sign Posted: July 19, 2022 •Mailed Notices: 200 ft. Public Notices mailed: 17 500 ft. Courtesy Notices mailed: 23 •Responses: In Opposition: 0 In Favor: 0 Neutral: 0 •Neighborhood meeting was not held; applicant contacted neighbors directly 4File ID Z21-0019a9/20/2022 1230 Recommendation Staff recommends approval of the requested rezoning as it complies with the criteria in Sections 2.4.5.E and 2.7.2.D of the Denton Development Code (DDC). On August 10, 2022, the Planning and Zoning Commission recommended approval [5-0] 5File ID Z21-0019a9/20/2022 1231 QUESTIONS? 6 Mia Hines Associate Planner Planning & Development Services 9/20/2022 File ID Z21-0019a 1232 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:Z22-0004b,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an amendment to the Rayzor Ranch Overlay District by amending the Development Standards regarding the number and location of multifamily dwelling units within the Rayzor Ranch South Campus encompassing approximately 257 acres generally located south of West University Drive/US 380 and north of Scripture Street, between IH-35 and Bonnie Brae Street 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 (Z22-0004b, RROD Multifamily, Mia Hines) City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1233 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: David Gaines DATE: September 20, 2022 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an amendment to the Rayzor Ranch Overlay District by amending the Development Standards regarding the number and location of multifamily dwelling units within the Rayzor Ranch South Campus encompassing approximately 257 acres generally located south of West University Drive/US 380 and north of Scripture Street, between IH-35 and Bonnie Brae Street 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 (Z22-0004b, RROD Multifamily, Mia Hines) https://dentontx.new.swagit.com/videos/184418?ts=4408 BACKGROUND The Rayzor Ranch Overlay (RRO) District was established in 2007 and consists of approximately 410 acres of land located on both sides of West University Drive (US 380) between I-35 and Bonnie Brae Street. The RRO District is intended to promote a mix of uses regulated by specific design criteria and development standards applicable to select subarea zoning districts and conceptually planned land uses. The applicant requests to amend Subpart 35.7.15.7-A.1.c as well as Subpart 35.7.15.7-A.2 of the RRO District standards to allow an additional 200 multifamily dwelling units collectively within the South Campus beyond the total 1,800 units permitted today. This would ultimately allow for 2,000 multi-family units within the Rayzor Ranch South Campus. These proposed changes are provided in redline format as Exhibit 8. A full Staff Analysis is provided in Exhibit 2. PLANNING AND ZONING COMMISSION On September 14, 2022, the Planning and Zoning Commission held a public hearing and recommended approval of the zoning change request [6-0]. There was no discussion amongst the Commission regarding the request and no members of the public spoke in favor of nor in opposition to the request. OPTIONS 1. Approve 3. Deny 4. Postpone Item City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1234 RECOMMENDATION The Planning and Zoning Commission voted [6-0] to recommend approval of the amendments. Staff recommends approval of the request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action November 28, 2007 Planning and Zoning Commission Established Zoning and Development Standards for RROD South Campus Subarea 2 Recommended Approval January 8, 2008 City Council Established Zoning and Development Standards for RROD South Campus Subarea 2 Approved (Ordinance 2008-018) June 9, 2010 Planning and Zoning Commission Amend Development Standards for RROD Recommended Approval June 15, 2010 City Council Amend Development Standards for RROD Approved (Ordinance 2010-158) January 13, 2016 Planning and Zoning Commission Amend Procedural and Development Standards for RROD Recommended Approval January 26, 2016 City Council Amend Procedural and Development Standards for RROD Approved (Ordinance 2016-017) January 23, 2019 Planning and Zoning Commission Final Plat Rayzor Ranch East Approved (FP18-0025) May 15, 2019 Planning and Zoning Commission Establish Procedural and Development Standards for RROD South Campus Recommended Approval May 21, 2019 City Council Establish Procedural and Development Standards for RROD South Campus Approved (Ordinance Z18-0026c) January 6, 2021 Planning and Zoning Commission Amend Zoning Map, Concept Plan and Procedural and Development Standards for RROD South Campus Recommended Approval April 6, 2021 City Council Amend Zoning Map, Concept Plan and Procedural and Development Approved (Ordinance Z20-0012c) 1235 Standards for RROD South Campus September 14, 2022 Planning and Zoning Commission Amendments to the RROD related to multifamily Recommend Approval PUBLIC OUTREACH: Sixty-seven notices were sent to property owners within 200 feet of the subject property and 181 postcards were mailed to current residents within 500 feet of the subject property. As of the writing of this report, the City has not received any responses in opposition to the request, but Staff has received one response in favor of the request, which is included in Exhibit 10. A notice was published in the Denton Record Chronicle on August 28, 2022. A notice was published on the City’s website on August 24, 2022. Ten signs were posted on the property on September 2, 2022. 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. Site Location Map 4. Zoning Map 5. Future Land Use Map 6. RROD Zoning Exhibit 7. RROD Concept Exhibit 8. RROD Density Zone Exhibit 9. Section 35.7.15 Redline 10. Notification Map and Response 11. Ordinance 12. Presentation Respectfully submitted: Tina Firgens, AICP Deputy Director of Development Services/Planning Director Prepared by: Mia Hines Associate Planner 1236 Planning Staff Analysis Z22-0004b / RROD MF Density Zone City Council District #3 REQUEST: Request to amend the General Use and Development Standards concerning residential dwelling units within the Rayzor Ranch Overlay (RRO) District South Campus. STAFF RECOMMENDATION: Staff recommends approval of the request. SITE DATA: The Rayzor Ranch Overlay (RRO) District consists of approximately 410 acres located on both sides of West University Drive (US 380), between IH-35 and Bonnie Brae Street. The area primarily affected by the proposed changes includes approximately 257 acres of land located south of West University Drive (US 380) and north of Scripture Street between IH-35 and Bonnie Brae Street. These properties are currently designated on the City’s zoning map as the RRO District, which was established to allow for the development of a regional mixed-use center with a unique urban design that supports a walkable live-work-play environment. The portion of the district located south of West University Drive, the South Campus, is conceptually divided into several subareas with varying base zoning designations and planned land uses including open park space, single- family residential, multifamily residential, professional offices, regional retail, hotel facilities, and medical service. The development of such uses is subject to the applicable Rayzor Ranch Development Standards and Procedures and/or the 2002 Denton Development Code. Additionally, the overlay district establishes a Density Zone within the South Campus and requires at least 1,050 of the permitted 1,800 multifamily units be developed within that zone. The proposed request to allow 200 additional multifamily units would facilitate multifamily developments within this subarea of the Rayzor Ranch Overlay District. SURROUNDING ZONING AND USES: Northwest: West University Drive (US 380) Zoning: Highway Corridor (HC) District Use: Automotive fuel sales North: West University Drive (US 380) Zoning: RRO District & Suburban Corridor (SC) District Use: Restaurants & retail sales Northeast: West University Drive (US 380) Zoning: SC District Use: Restaurants & retail sales West: IH-35 Zoning: Light Industrial (LI) District & Mixed-Use Regional (MR) District Use: Restaurants, retail sales, & self-service storage SUBJECT PROPERTY (RRO South Campus) East: Bonnie Brae Street Zoning: Residential 3 (R3), Residential 7(R7) & PD-MN District Use: Single family residential & Office Southwest: Scripture Street Zoning: Mixed-Use Residential (MR) District Use: Hospital services & medical offices South: Scripture Street Zoning: Mixed Use Regional (MR) and PD Districts Use: Healthcare facilities & hospital services Southeast: Scripture Street Zoning: Public Facility (PF) District & R3 District Use: McKenna Park & single family residential 1237 CONSIDERATIONS: The RRO District ordinances do not establish criteria for approval for overlay district amendments, and the 2002 DDC, which is applicable to the RRO, did not contain criteria for approval specific to overlay amendments. Therefore, in order to provide a thorough and organized analysis of the request, Staff framed the analysis of the request within the parameters provided in the 2019 DDC for zoning changes. 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 used to frame this analysis although not strictly applicable. 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 rezoning requests. Since this request involves an increase in use intensity as may be seen in a zoning change, 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 The proposal is consistent with the intent of prior land use approvals and plans associated with this subarea of the Rayzor Ranch Overlay District. The South Campus encompasses the entire Density Zone for the RRO which currently allows multifamily residential uses, so it is consistent to allow additional multifamily units within this subarea. 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. 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 Denton 2040 Comprehensive Plan Future Land Use Map (FLUM), the subject area is designated as Regional Mixed Use. This designation applies to areas that serve as regional destinations within Denton. Development may include residential, commercial, office, entertainment, and other uses except industrial, at the highest levels of scale and density within the city. 1238 The proposed amendment would facilitate multifamily development within the South Campus and provide for greater density consistent with the Future Land Use designation. 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 to amend specific standards for the Rayzor Ranch Overlay District South Campus. All subsequent development on this site will comply with applicable standards in the 2002 DDC and applicable RRO Ordinance(s) with regard 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. An appropriate level of detail was applied to the analysis for this submittal. 5. Compliance with Other Applicable Regulations This proposed amendment 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 There is no floodplain, Environmentally Sensitive Areas, or existing trees on the subject area, and future development will be required to comply with the City’s stormwater standards; therefore, no adverse environmental impacts are anticipated. 8. Minimizes Adverse Impacts on surrounding Property This overlay district contributes to an environment for pedestrians and bicyclists and includes varying densities of residential, neighborhood serving retail, restaurants, commercial, and office uses that are sensitive to the surrounding built and natural context in scale and form. The permitted multifamily development scale allows for 100 feet maximum building height and all buildings abutting an existing single-family use or district outside of the Rayzor Ranch Overlay District shall comply with the Residential Proximity Slope per Section 35.13.13.2 of the 2002 Denton Development Code. The allowance of 200 additional multifamily units would provide additional density to support commercial uses within the RRO District, would be consistent with the existing pattern of development in the South Campus, and is not expected to have an adverse impact on property outside of the RRO District. The following required multifamily development standards would aid in minimizing adverse impacts: • Street trees: one street tree must be planted every 45 feet of street frontage in addition to right-of way screening. • Parking lot landscaping: All parking lots and areas for vehicle maneuvering or loading must be screened from public and private streets by a 15-foot-wide landscape screening buffer including one large tree for every 40 feet or three small accent trees for every 30 feet as well as specified landscape plantings. Additionally, a minimum of 7% of the total parking area shall be landscaped, a minimum of 15% of the total parking area shall be covered by tree canopy, and a 15-foot-wide landscape buffer is required along the entire property line abutting single-family uses or districts. 1239 • Setbacks: Buildings shall be located within 20 feet of the property line for at least 50% of the total frontage along all streets within public right-of-way. An additional 10 feet from the property line may be granted to reasonably accommodate enhanced sidewalks, street trees, landscaping, or other requirements that would otherwise be limited due to easements or other encumbrances. • Lighting: Lighting standards shall be met per Section 35.13.13.2-E of the 2002 DDC as well as all applicable Building Codes. • Minimum open space: Multifamily developments within this subarea of the Rayzor Ranch Overlay District are required to designate land area for open space in an amount equal to at least 8% of the lot area excepting required setbacks. Additionally, play areas for children should be provided for projects with more than 50 units not designed as age limited or student housing. 9. Minimizes Adverse Fiscal Impacts The proposed amendment is not anticipated to create adverse fiscal impacts. Compliance with Utility, Service, and Improvement Standards This proposed amendment will not affect utilities, services, or improvements. When the sites are developed, they will be reviewed to ensure compliance with all applicable standards. Provides Adequate Road Systems The proposed increase in allowable multifamily dwelling units (i.e. 200 units) would increase the amount of vehicular trips, but the impact on the existing and planned roadways is not expected to be significant. An updated trip generation memo has been prepared and reviewed for the entire Rayzor Ranch East development to ensure that recent changes to permitted uses and this increase in overall multi-family units would not create significant increases in traffic beyond what was already expected for the RRO at full build out. Provides Adequate Public Services and Facilities The proposed amendment is not anticipated to negatively impact public services and facilities. 13. Rational Phasing Plan This proposed amendment does not have a phasing plan. 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 A.3.b above, the proposed amendment is consistent with Denton 2040 Comprehensive Plan and will permit the development of additional multifamily residential units within this subarea. 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. 1240 Although this request does not relate to Subchapter 3 of the 2019 DDC, the proposed amendment is consistent with the purpose statement of the Rayzor Ranch Overlay District as provided in Subchapter 35.7.15.1 of the 2002 DDC: i. Ensure the compatibility of new construction with the existing scale and characteristics of surrounding properties ii. Protect and enhance specific land features which have characteristics distinct from lands and structures outside this Special Purpose District; and iii. Provide within the Rayzor Ranch area a combination of land uses arranged and designed in accordance with sound site planning principles and development techniques; and in such a manner as to be properly related to each other, the immediate surrounding area, the planned mobility system, and other public facilities, such as water and sewer systems, parks, schools and utilities d. There have been or will be significant changes in the area to warrant a zoning change. The Rayzor Ranch Overlay District permits the construction of 1,800 multifamily residential units within the South Campus. The proposed amendment would allow for additional multifamily development within the Rayzor Ranch South Campus in close proximity to restaurants and retail service uses as well as a new City park (Rayzor Park). Additionally, through facilitating the development of additional multifamily units, the proposed amendment would effectively add to the regional market response to a local demand for diverse housing options. 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 proposed amendment would not affect the existing zoning district or land use designations of other properties within the RRO. The development of multi-family uses would be consistent with the surrounding development pattern and overall plan for the Rayzor Ranch South Campus. f. Public facilities and services are available to adequately serve the Rayzor Ranch South Campus while maintaining adequate level of service to existing development. Schools Concerning the proposed amendment, staff has coordinated with DISD to confirm that the expected increase in multifamily residential dwelling units would not negatively affect current attendance zones. Water and Wastewater Public water and wastewater services are available to the site. Nearest Fire Station The entire Rayzor Ranch South Campus affected by the proposed amendment is situated within a 2-mile driving radius from Fire Station #5 (2230 W Windsor Drive), within the eight minute 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. 1241 I 35 I 35TO W N CENTERPVT2 I-35 WRa mp I -35 SERVI CE RDO A K BONNIE BRAEUNIVERSITY STANLEYAVEFHICKORY P R I V A T E ALAMOTHOMASTOWNCENTERPVT3EMERY CRESCENT BUNGALOWLI N D E N PANHANDLEHERITAGETOWNCENTERPVT9 AVE GMESAB A N D E R A TOWN CENTERPVT 5 TOWN CENTER PVT 4 HILLCRESTALLEY A EASTPARKJIM CHRISTAL CERROSI -35RampPUBLICALLEY TOWNCENTERHOUSTONBELLEMEADSCRIPTURETOWNCENTERPVT1Z22-0004Site Location 0 510 1,020255Feet “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: 8/23/2022 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1242 I 35 I 35TOWN CENTE R PV T 2 I-35W Ra mpI- 3 5 SE R V I C E R D O A K BONNIE BRAEUNIVERSITY STANLEYAVEFHICKORY ALAMOTHOMASTOWNCENTERPVT3TOWNCENTERPVT8 EMERY CRESCENT BUNGALOWL IN D E N PANHANDLE HERITAGET O W N C EN T E R P V T 9 AVE GMESAB A N D E R A TOWN CENTER PVT 4 HILLCRESTALLEY A EASTPARKJIM CHRISTAL CERROSI -35RampPUBLICALLEY TOWNCENTERHOUSTONBELLEMEADSCRIPTURETOWNCENTERPVT1 R3 (S) PD-PF R1 MN R3 LI PD-MN MR PD R7 HC O-R3 GO PF SC RRO HI PD-MR Z22-0004Current Zoning Map 0 510 1,020255Feet “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: 8/23/2022 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE R1 - Residential R3 - Residential R7 - Residential MN - Mixed-Use Neighborhood 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 OVERLAY 1243 I 35 I 35TO W N CENTERPVT2 I-35 WRa mp I -35 SERVI CE RDO A K BONNIE BRAEUNIVERSITY STANLEYAVEFHICKORY P R I V A T E ALAMOTHOMASTOWNCENTERPVT3EMERY CRESCENT BUNGALOWLI N D E N PANHANDLEHERITAGETOWNCENTERPVT9 AVE GMESAB A N D E R A TOWN CENTERPVT 5 TOWN CENTER PVT 4 HILLCRESTALLEY A EASTPARKJIM CHRISTAL CERROSI -35RampPUBLICALLEY TOWNCENTERHOUSTONBELLEMEADSCRIPTURETOWNCENTERPVT1Z22-0004Future Land Use Map 0 510 1,020255Feet “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: 8/23/2022 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE Future Land UseDesignation Low Residential Moderate Residential Regional Mixed Use Community Mixed Use Neighborhood / University Compatibility Area Light Industrial Industrial Commerce Parks / Open Space 1244 50' LANDSCAPE BUFFER NOT A PART AUGUSTA DRIVE GREENWAY DRIVETHUNDE R B I R D D R I V E CRESTMEADOWB O N N I E B R A E S T R E E TSCRIPTURE STREET WEST UNIVERSITY DRIVE / U.S. 380 CRESCENT STREET LINDEN STREET PANHANDLE STREETCOLONIAL DR IVE THUNDERBIRD DRIVE B O N N I E B R A E S T R E E TNORTH BONNIE BRAE STREETINTERSTATE HIGHWAY 35INTERSTATE HIGHWAY 35 TRAFFIC SIGNAL existing TRAFFIC SIGNAL Existing WEST UNIVERSITY DRIVE / U.S. 380 TRAFFIC SIGNAL EXISTING LINDEN STRE E T PANHANDLE STREET CM-G DC-G RR-3 RR-2 NR-3 OPEN SPACE / STORM WATER CONTROL NRMU-12 RR-2 RR-3 P BH / MF / O /SF OPEN SPACE / STORM WATER CONTROL / O O (Cook Children's Hospital) OPEN SPACE / STORM WATER CONTROL / O OPEN SPACE / STORM WATER CONTROL / BH / MF / SF HOTEL / O/ SF/ MF / RR HOTEL O / SF / MF / RR HOTEL/ RR / O / MF SOUTH RR-2 SOUTH RR-2 RR-1 DRILL PAD SOUTH RR-2 RR-1 HOTEL / RR / O / MF HOTEL / O / SF / MF / RR NR-3 NRMU-12 NR-2 IC-E NR-3 NR-3 NRMU-12 NR-3 CM-G NRMU RCC-D RCC-D HOTEL / RR / O / MF SF O / SF SOUTH RR-2 SOUTH RR-2 RCC-D NRMU CM-G NRMU-12 DC-G NR-3 NR-2 ZONING LEGEND RAYZOR RANCH MARKET PLACE PROPOSED OVERLAY PROPOSED OVERLAY RAYZOR RANCH SOUTH CAMPUS PROPOSED OVERLAY = TOWN CENTER PROPOSED OVERLAY = SOUTH MIXED USE DISTRICT 1 (+/-48.8 ACRES) DISTRICT 2 (+/-99.4 ACRES) DISTRICT (+/-51 ACRES) DISTRICT (+/-150 ACRES) NOTE AD,USTMENT IN DIVISION LINES O( USES SHOWN MAY $E MADE TO ALI)N WITH ROADWAYS PHASIN) OR PLATTIN) ENTIRITY O( PRO,ECT LIES WITHIN CITY LIMITS O( DENTON PROPOSED OVERLAY = SOUTH "RR-2"DISTRICT (+/-46 ACRES) EXHIBIT B-4 Zoning Overlay QRUWK200'100'0'400' RAYZOR RANCH CONCEPT / SCHEMATIC PLAN 11-12-20 ZONING OVERLAY EXHIBIT B-4 Zoning Overlay 1245 N16°24'00"W - 3494 .36 ' S88°56'28"E - 2440.06' SITE LOCATION MAP RAYZOR RANCH MARKET PLACE PROPOSED OVERLAY PROPOSED OVERLAY RAYZOR RANCH SOUTH CAMPUS PROPOSED OVERLAY = TOWN CENTER PROPOSED OVERLAY = SOUTH MIXED USE DISTRICT 1 (+/-48.8 ACRES) DISTRICT 2 (+/-99.4 ACRES) DISTRICT (+/-51 ACRES) DISTRICT (+/-150 ACRES) NOTE AD,USTMENT IN DIVISION LINES O( USES SHOWN MAY $E MADE TO ALI)N WITH ROADWAYS PHASIN) OR PLATTIN) ENTIRITY O( PRO,ECT LIES WITHIN CITY LIMITS O( DENTON PROPOSED OVERLAY = SOUTH "RR-2"DISTRICT (+/-46 ACRES) RR-3 RR-2 NR-3 OPEN SPACE / STORM WATER CONTROL NRMU-12 RR-2 RR-3 P BH / MF / O /SF OPEN SPACE / STORM WATER CONTROL / O O (Cook Children's Hospital) OPEN SPACE / STORM WATER CONTROL / O OPEN SPACE / STORM WATER CONTROL / BH / MF / SF HOTEL / O/ SF/ MF / RR HOTEL O / SF / MF / RR HOTEL/ RR / O / MF SOUTH RR-2 SOUTH RR-2 RR-1 SOUTH RR-2 RR-1 HOTEL / RR / O / MF SOUTH RR-2 O / SF BH / MF / O /SF cross accesseasement EMORY STREET Detention Area "D-1" 4.10 ac Detention Area "D-2" 4.189 ac Detention Area "D-3" 4.12 ac HERITAGE TRAIL50' LANDSCAPE BUFFER NOT A PART NOT A PART AUGUSTA DRIVE GREENWAY DRIVETHUNDE R B I R D D R I V E CRESTMEADOWB O N N I E B R A E S T R E E TSCRIPTURE STREET WEST UNIVERSITY DRIVE / U.S. 380 45' R.O.W. DEDICATIONNOT A PART CRESCENT STREET LINDEN STREET PANHANDLE STREETCOLONIAL DR IVE THUNDERBIRD DRIVE Existing Albertson's Existing Retail B O N N I E B R A E S T R E E TGAS DRILL SITE DME Substation 2.00 ac NORTH BONNIE BRAE STREETINTERSTATE HIGHWAY 35INTERSTATE HIGHWAY 35COOK'S CHILDREN MEDICAL CENTER WEST UNIVERSITY DRIVE / U.S. 380 TRAFFIC SIGNAL existing TRAFFIC SIGNAL Existing WEST UNIVERSITY DRIVE / U.S. 380 TRAFFIC SIGNAL EXISTING EASTPARK BLVDHERITAGE TRAILCRESCENT STREET EMORY STREET HERITAGE TRAILHERITAGE TRAILPANHAN D L E S T R E E T EASTPARK BLVDLINDEN STRE E T PANHANDLE STREET PAN H A N DLE S TREET HOTEL / O / SF / MF / RR DRILL PAD SF SOUTH RR-2 SOUTH RR-2 Market Place RR-3 Development Standards Market Place RR-2 Market Place Residential Town Center RR-1 Town Center RR-1 (hotel/office) South Campus RR-2 Residential South Campus RR-2 Commercial South Campus Office/Hotel South Campus Mixed Use Residential South Campus Mixed Use Commercial South Campus Mixed Use Hotel/Office 100'None None 79%4:1 100'None None 79%4:1 TBD TBD TBD TBD N/A 100'None None 90%4:1 200'none 90%4:1 65' 100' 200' 65'None None 80%4:1 100'None None 4:1 200'None None 4:1 None None 90%4:1Town Center RR-2 None None None TBD None none None None None None South Campus Mixed Use NR 90%4:1NoneNoneNoneMaximum BuildHeightMinimum LotAreaMinimum LotWidth and DepthBuildingSetbacksMaximum LotCoverageMaximum FloorArea RatioOff-Street Parking Standards 1. Single-Family 2 spaces per unit 2. Multi-Family a. 1 Bedroom or less than 500sf 1 space/unit b. 1 Bedroom greator than 500sf 1.5 spaces/unit c. 2 Bedroom 1.75 spaces/unit d. 3 Bedroom 2 spaces/unit e. 4 Bedroom or more 1 space/bedroom f. Retirement Housing 1 space/unit 3. Office (general)1 space/450sf 4. Office (medical)1 space/350sf 5. Retail 1 space/300sf 6. Restaurants/Bars 1 space/100sf FORT WORTH, TX 76107 550 BAILEY AVE. SUITE 400 DUNAWAY ASSOCIATES, LP RAYZOR RANCH IRVING, TX 75039 5221 N. O'CONNOR BOULEVARD, STE 700 ALLEGIANCE HILLVIEW, LP DALLAS, TX 75244 13642 OMEGA HODGES & ASSOCIATES, P.L.L.C. Adjacent Ownership Information - South Adjacent Ownership Information - North South of 380 237.05 ACRES OF LAND IN THE B.B.B. & C.R.R. SURVEY ABSTRACT NO. A-192 LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS North of 380 149.58 ACRES OF LAND FRANCIS BATSON SURVEY ABSTRACT NO. A-43 LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS EXHIBIT B-1 Concept / Schematic Plan Date: 11-12-20 1246 1247 Page 1 35.7.15. - Rayzor Ranch Overlay District. The Rayzor Ranch Overlay District classification is hereby defined with respect to approximately four hundred ten (410) acres of land, legally described in Exhibit "A" to Ordinance 2008-018. 35.7.15.1. Purpose. The purpose of establishing the Rayzor Ranch Overlay District is to: A. Ensure compatibility of new construction with the existing scale and characteristics of surrounding properties; and B. Protect and enhance specific land features which have characteristics distinct from lands and structures outside this Special Purpose District; and C. Provide within the Rayzor Ranch area a combination of land uses arranged and designed in accordance with sound site planning principles and development techniques; and in such a manner as to be properly related to each other, the immediate surrounding area, the planned mobility system, and other public facilities, such as water and sewer systems, parks, schools and utilities. 35.7.15.2 Application of Regulations. A. The Rayzor Ranch Overlay District shall be consistent with the Denton Plan. B. The regulations included in this Ordinance apply to the portions of Rayzor Ranch that are located both north and south of US 380/West University Drive (US 380). The portion of Rayzor Ranch north of West University Drive (US 380) is hereinafter referred to as Rayzor Ranch Marketplace and the portion of Rayzor Ranch located south of West University Drive (US 380) is known as the Rayzor Ranch South Campus. C. The development regulations that are applicable to properties north of US 380, including those that have building permits issued or in process at the date of adoption of this ordinance (specifically Lots 6R, 7R, 8R, 9, 10, 12 and 13 of the Rayzor Ranch North Addition), and the Cook Children's tract and the Denton Municipal Electric (DME) Substation tract south of US 380 are governed the regulations established in Ordinances 2008-284 and 2009-169. D. The City rules and regulations applicable to the development of property located within the NRMU and RCC-D zoning districts are applicable, except as otherwise provided by this Overlay District and further restricted or excepted herein and may not be varied or excepted other than by amendment of these standards. E. Provisions for solid waste receptacles shall follow the City of Denton Solid Waste Criteria Manual. F. The District shall retain the underlying zoning district and be noted with an overlay designation on the Official Zoning Map. G. The District may be developed in phases. If the common amenities for future phases, including but not limited to open spaces, landscaping and/or recreational facilities are not yet constructed; a phasing plan may be considered as a component of the final plat. If provided, a phasing plan shall contain a graphic and narrative document that indicates the sequence and time of construction, provides a description of the phasing order (e.g. 1, 2 & 3) and includes infrastructure requirements for each phase, as amended from time to time with approval of the City Manager. H. Before building permits may be issued for any portion of the project, a Site Plan for that portion of the project must be approved in conformance with this Ordinance and applicant must demonstrate compliance with this ordinance and all attached exhibits. The site plan requirement does not apply to Lots 6R, 7R, 8R, 9, 10, 12 and 13 of the Rayzor Ranch North Addition. All other properties north of US 380 and the Cook Children's tract and the Denton Municipal 1248 Page 2 Electric (DME) Substation tract south of US 380 are governed by the regulations established in Ordinances 2008-284 and 2009-169 including Section 35.7.13.5 Marketplace - Subarea 2 Development Standards (RR-3, P, and RR-2) that states in part: Permitted Uses. These uses must be located within the Subareas as shown on the attached Exhibit B. I. Development within Rayzor Ranch shall conform to the adopted Concept Plan attached as Exhibit "B" to these regulations. The Concept Plan is intended to be used as the first step in the overlay development process. The Concept Plan establishes the initial plan for general zoning guidelines in the District by illustrating in graphic form both internal and external streets, thoroughfares, other means of access, open spaces, natural resources, uses, densities, intensities and height. Any adoption of or amendment to the Concept Plan shall follow the procedures for Zoning Amendments in Section 35.3.4 of the Denton Development Code. The following information should be provided for a complete Concept Plan: a. The date, written and graphic scale, north arrow, proposed name of the development, key map showing the location of the development in relation to existing streets and highways and dates of preparation and revisions. b. The name and address of the property owner or owners, and the design professional preparing the plan. c. The names of the record owners of adjacent land. d. Title Block containing: Proposed name of the subdivision or lot of record, acres in platted and unplatted land and total of those acres, survey and jurisdiction (City of Denton, County of Denton, Texas, for example). e. Acreage of the project. f. Show and label any proposed phasing limits. g. Survey boundaries of the project (or references to the survey). h. Proposed general land uses and the acreage of each subarea as defined in Exhibit B, including open space locations. i. Proposed street layout (arterial level required, collector and local to be developed by the applicant and reviewed by staff) and general location of internal and external streets, alleys, thoroughfares, and other means of access. j. Development Standards: i. Maximum height of buildings; ii. Minimum lot area; iii. Minimum lot width and depth; iv. Building setbacks; v. Maximum lot coverage; vi. Maximum floor to area ratio; vii. Off-street parking standards. k. One-hundred-year floodplain, floodway and major drainage ways. l. City limits and Extraterritorial Jurisdiction (ETJ) boundaries. m. Zoning districts and land uses on project and adjacent lands. n. Preliminary water and sanitary sewer layout and drainage facilities locations. 1249 Page 3 J. Site Plan—Site Plans are intended to demonstrate and confirm that each phase of-development moving towards construction complies with all of the design requirements of this Ordinance and the applicable portions of the Denton Development Code. Site Plans shall substantially conform to the Concept Plan as depicted in Exhibit B. The following requirements shall apply: 1. The District may be developed in multiple phases. If the District is developed in phases, a Site Plan shall be approved for each phase. However, this section does not preclude the approval of an overall Site Plan for the entire District, or a substantial portion of the District, at the option of the property owner. 2. Site Plans shall be approved by the Planning and Zoning Commission in lieu of the Staff Review Procedure under Sec. 35.3.7 of the Denton Development Code. The Planning and Zoning Commission decision on Site Plans may be appealed to the City Council by the applicant; however, no further public hearing notification or public hearing shall be required on appeal. If appealed to City Council, the City Council's decision on a Site Plan is final. 3. Complete Site Plans shall confirm the zoning details previously approved in the Concept Plan as well as provide additional design and architectural standard details by illustrating in a graphic form the following: a. Acreage in project shown by survey and certified by a registered surveyor; b. Permitted land uses and acreage of each land use; c. Land uses and zoning of adjacent properties; d. Drainage facilities; e. Other existing or proposed off-site improvements as required; f. Location, type and size of all streets, alleys, parking lots and spaces, loading areas or other areas to be used for vehicular traffic; g. Proposed access and connection to existing or proposed streets and traffic generated by the proposed uses; h. Non-residential: location, maximum height (in feet), minimum setbacks, and maximum floor area ratio (FAR) of buildings; i. Residential development must show number, location and dimension of all lots, minimum setbacks, number of dwelling unit and density; j. Location of all creeks, ponds, lakes, floodplain, and/or other water retention or major drainage facilities and improvements; k. Location size and route of all major water, wastewater, electrical lines and other facilities necessary to serve the project; l. Location of all protected trees (10+ inches) and a detailed landscape plan demonstrating compliance with the approved landscape requirements for Rayzor Ranch as set for in Exhibit "D"; m. Location, type and size of all fences, berms, or screening features; n. Sidewalks or other pedestrian or bicycle access; o. Building elevation(s); and p. Demonstrated compliance with the architectural standards in Exhibit C, with attached appendices as applicable. K. Approval Criteria. Site Plans shall be approved if: 1. The Site Plan substantially complies with the Concept Plan previously approved by City Council; 1250 Page 4 2. The Site Plan provides for the design and arrangement of driveways and parking spaces in accordance with the applicable requirements of the Denton Development Code, as modified by the Rayzor Ranch Overlay District; 3. There are adequate utilities, drainage and supporting infrastructure or it shall be provided in accordance with the applicable requirements of the Denton Development Code, as modified by the Rayzor Ranch Overlay District; 4. The Site Plan fully complies with all other sections of the Rayzor Ranch Overlay District. L. Minor Amendment. The Director of Development Services may approve minor aesthetic deviations to architectural elevations and other approved site design standards and details associated with the Rayzor Ranch Overlay District, if necessary to protect the viability of the district as a whole, except that no amendment may change any use restriction or subarea boundary. M. Expiration of Site Plan. Any approved Site Plan shall be valid for twenty-four (24) months from the date of its approval. If no construction begins pursuant to a building permit issued for the property within the twenty-four (24) months, the site plan shall expire and no longer be valid. The Planning and Zoning Commission may, for good cause, extend for up to three hundred sixty (360) days the expiration date of the Site Plan. 35.7.15.3 Land Divisions. The Rayzor Ranch overlay district shall be divided into two (2) major divisions, separated generally by US 380 (University Drive): the Rayzor Ranch Marketplace; and the Rayzor Ranch South Campus. A. The Rayzor Ranch Marketplace shall be divided into three (3) subareas as depicted in Exhibit B and detailed below. 1. RR-3— The Rayzor Ranch Marketplace RR-3 Area, depicted as RR-3 on Exhibit B, is intended as a retail area with uses allowed in the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The RR-3 section of the Rayzor Ranch Marketplace (RR-3) is referred to as the RR-3 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C, D, and E, and vice versa. 2. RR-2— The Rayzor Ranch Marketplace RR-2 Area, depicted as RR-2 on Exhibit B, is intended to as a retail area with uses allowed in the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The RR-2 section of the Rayzor Ranch Marketplace is referred to as the RR-2 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C, D, and E, and vice versa. 3. Residential (NRMU-12 & NR-3)— The Rayzor Ranch Marketplace Residential Area, depicted as NRMU-12 and NR-3 on Exhibit B, is intended for residential development. Development standards for this area are provided in Exhibit C-4. B. The Rayzor Ranch South Campus shall be divided into the following five (5) subareas, as depicted in Exhibit B: 1. Town Center (RR-1)— The Town Center (RR-1), depicted as RR-1 on Exhibit B-1, is intended to define a mixture of certain specified nonresidential, retail and residential uses currently allowed within the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The Town Center (RR-1) is also referred to as the RR-1 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C-1, D-1, and E-1 and vice versa. 1251 Page 5 2. South RR-2 District— The South RR-2 District is intended to define certain specified uses currently allowed within the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district. The South RR-2 District is also referred to as the South RR-2 Area in the Architectural Standards, Landscape Standards, and Signage District in Exhibits C-1, D-1, and E-1. 3. South Mixed-Use District— The South Mixed Use District is intended to accommodate certain specified nonresidential, single-family and multi-family residential uses, as further modified by these overlay requirements. The South Mixed-Use District will also be referred to as the RR, BH, MF, O, CC, P, Hotel, and SF Areas in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits to be incorporated in Exhibits C- 2, C-2A, C-2B, C-3, D-2, and E-2. 4. DME Substation— The DME Substation property is intended to accommodate a utility substation and is governed by the regulations established in Ordinances 2008-284 and 2009- 169. 5. Cook Children's Hospital— The Cook Children's property is intended to accommodate a hospital and is governed by the regulations established in Ordinances 2008-284 and 2009- 169. 6. Drill Pad— The Drill Pad property is intended to accommodate gas well development, and is governed by Ordinances 2008-284 and 2009-169, and further restricted by Specific Use Permit (SUP) No. S09-0006, Ord. No. 2009-257. 35.7.15.4 Development Standards. A. Generally. The Rayzor Ranch Overlay establishes architectural and landscape design as development standards to effectuate the purpose of the district. The City rules and regulations applicable to the development of property in the RCC-D and NRMU districts are applicable, except as otherwise provided by this Overlay District and further restricted or excepted herein. B. Definitions. The following definitions shall apply to the Rayzor Ranch Overlay District: 1. Amenity Center: A facility used by and for the benefit of the members of an HOA, Common Ownership Entity, or Multifamily complex. Amenity Centers may include indoor and outdoor components and facilities including, but not limited to; pools, gym/fitness center, game rooms, offices, meeting rooms, and lounges. 2. Age Restricted Multi-Family: Multi-Family development whose residents are restricted to those age 55 and over. 3. Big House: A type of residential development where ten (10) or fewer dwelling units are located in a single building which is intended to resemble a single large house. The dwelling units can be vertically or horizontally integrated. Dwelling units developed as a Big House use will count towards the total number of multi-family dwelling units and not toward the total number of single-family dwelling units allowed in Rayzor Ranch listed in Section 35.7.15.7.A.1. 4. Continuing Care Retirement Center: A facility that integrates multiple senior living options into one (1) facility which may include skilled nursing, assisted living, dementia care, as well as independent living. This use is not considered a multi-family dwelling unit. (Ordinance No. 2007-110). 5. Convention Center: A facility used in connection with a convention or meeting center, or similar facility, including auditoriums, exhibition halls, facilities for food preparation and service, parking facilities, administrative offices and ancillary development such as a hotel. 6. Garden-Style Home: A single-family dwelling on a separate lot with building setbacks only on three (3) sides commonly developed in a cluster formation. This development type is also known as zero lot line homes or patio homes. 1252 Page 6 7. Helipad: A landing pad for occasional use by rotary wing aircraft. Regularly scheduled stops and fueling or servicing facilities are not permitted as part of this use. 8. Open Space: Open space includes all surface areas of the project that are not covered with enclosed buildings, or parking and drive areas. Pedestrian plazas and sidewalks (covered or uncovered) count as Open Space. In addition, areas of Rayzor Ranch, such as easements or rights-of-way, that may be owned or controlled by a governmental agency, but that are being maintained privately, will count towards the open space and landscape area requirements. Open Space in the Marketplace shall be defined by Ordinance 2009- 169. 9. Plaza or Public Area Space: An area identified on an approved Site Plan which is designated for public or civic use. This area can be part of a private development or included within a Park. 10. Rayzor Ranch: The comprehensive development which includes all phases defined within the Rayzor Ranch Overlay District. (Ordinance 2008-284). 11. Stormwater Control and/or Detention Areas: Facilities dedicated to the collection, or transportation of stormwater runoff. 12. Storm Water Control: Storm water controls (sometimes referred to as best management practices or BMPs) are constructed storm water management facilities designed to treat storm water runoff and/or mitigate the effects of increased storm water runoff peak rate, volume and velocity due to urbanization. 13. Storm Water Quality Areas: Facilities for the collection and treatment of storm water runoff. 14. Townhouse-style: A dwelling structure not to exceed three (3) stories in height, containing a minimum of three (3) and no more than eight (8) dwelling units within a building, which is constructed in a series or group of attached units on one (1) lot, up to eight (8) units, meeting fire protection requirements and the following additional requirements. Seventy-five (75) percent of the dwellings built in compliance with the Townhouse Style development regulations are considered attached single-family dwelling units for the purpose of calculating the total number of units allowed in the Rayzor Ranch South Campus and will count towards the total number of single-family attached dwelling units and not toward the total number of multi-family dwelling units allowed in Rayzor Ranch listed in Section 35.7.15.7.A.1. Conversely, twenty-five (25) percent of each phase of the Townhouse-style dwellings constructed shall count against multifamily. a. Each unit features at least two (2) points of direct exterior access to the structure; b. Each unit is separated from the other dwellings in the structure by fire rated common walls; c. No units are vertically above or below another uses or unit within the structure; d. Each unit features an individual meter for each utility; and e. Each unit features access to a public street or alley. 35.7.15.5 Marketplace—Subarea 1 Development Standards (SF-1) as defined in Ordinance 2008- 284. A. In Subarea 1 of the Rayzor Ranch Marketplace, the City rules and regulations applicable to the development of property located within the NR-3 and NRMU-12 zoning districts are applicable to the respective areas shown on Exhibit B, except as otherwise provided by this Overlay District and further restricted or excepted as follows: 1. Permitted Uses. The following uses must be located within the NR-3 and NRMU-12 portions Subarea 1 as shown on Exhibit B and as further defined in Exhibit C-4. 1253 Page 7 a. NR-3: Single-family dwellings. b. NRMU-12: Single-family dwellings, attached single-family dwellings (townhomes), and big houses. c. Amenity Center. Accessory garages and storage. 2. Design Standards. a. Exhibit C-4 to this ordinance sets forth the site design, landscaping, and architectural standards for both the NR-3 and NRMU-12 portions of Subarea 1 of the Rayzor Ranch Marketplace. 35.7.15.6 Marketplace—Subarea 2 Development Standards (RR-3, P, and RR-2) as defined in Ordinance 2008-284. In Subarea 2 of the Rayzor Ranch Marketplace, the City rules and regulations applicable to the development of property located within an RCC-D zoning district are applicable, except as otherwise provided by this Overlay District and further restricted or excepted as follows: Permitted Uses. These uses must be located within the Subareas as shown on Exhibit B as follows: A. RR-3: Wholesale sales; retail construction materials sales with a minimum floor area of one hundred thousand (100,000) square feet; quick vehicle servicing; garden center with container plant materials and associated garden supplies only accessory to retail or a home improvement center in excess of one hundred thousand (100,000) square feet, retail sales and services, restaurants, parks and open space and professional services and offices. All other uses are prohibited. B. RR-2: Retail sales and services, restaurants, drive-through facilities, indoor recreation, parks and open space and professional services and offices. All other uses are prohibited. C. P: Parks and open space, water quality feature as defined in this ordinance. All other uses are prohibited. 35.7.15.7 South Campus—General Use and Development Standards. A. Residential Dwelling Units. 1. The South Campus shall not exceed the following number of dwelling units by type: a. One hundred eighty-five (185) single-family detached dwellings; b. Four hundred ninety-six (496) single-family attached dwellings; c. One thousand eight hundred (1,800)Two thousand (2,000) multi-family units. i. One thousand two hundred and fifty (1,0501,250) of the allowed one thousand eight hundred (1,800) two thousand (2,000) multi-family dwelling units are to be constructed inside the Density Zone and cannot be rented by the room and cannot contain more than three (3) bedrooms in any individual unit. ii. The remaining seven hundred fifty (750) multi-family dwelling units can be built within the density zone or outside of the density zone within any those areas identified forsubdistrict in the South Campus that lists multi-family as an allowable land use withinin this Ordinance MF uses within Exhibit B and cannot contain more than three (3) bedrooms in any individual unit. d. Approved densities shall be contingent upon demonstration that planned public infrastructure is sufficient to sustain the herein approved densities. 2. The first seven hundred fifty (750) multi-family residential units in the South Campus shall not be permitted or constructed until the non-residential component of Phase 1 of the Town Center (RR-1) has had a site plan approved, and until the first one hundred thousand 1254 Page 8 (100,000) square feet of the Town Center (RR-1) and RR-2 construction has: (1) received building permits, and (2) has been inspected and issued a green tag by the City for the building foundations. The remaining one thousand two hundred and fifty (1,0501,250) multi-family residential units may be permitted and constructed when the first six hundred thousand (600,000) square feet of the Town Center (RR-1) and RR-2 construction has received building permits and the City has inspected and issued a green tag for the building foundations. B. South Campus—Town Center (RR-1). 1. The Town Center (RR-1) property is located within an RCC-D base zoning district. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D zoning district classification and use designation, or as further restricted or excepted in this overlay. a. Permitted Uses: i. Hotels; ii. Retail Sales and Services; iii. Movie Theaters; iv. Restaurants; v. Drive-through Facilities; vi. Professional Services and Offices; vii. Outdoor Recreation, including an amphitheater; viii. Indoor Recreation; ix. Commercial Parking Lots; x. Parks; xi. Open Space; xii. Hospital; xiii. Medical Centers; xiv. Convention Center xv. Storm Water Control and/or Detention; xvi. Major Event Entertainment; xvii. Storm Water Quality Areas; xviii. Multifamily. b. Allowable with limitations: i. Community Service - Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Basic Utilities; ii. Group Homes. d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity: a. The maximum F.A.R. shall be 4.0. 1255 Page 9 b. The maximum lot coverage shall be ninety (90) percent in accordance with Appendix D-1. c. The minimum landscaped area shall be ten (10) percent in accordance with Appendix D-1. d. The minimum tree canopy coverage at maturity shall be twenty-five (25) percent in accordance with Appendix D-1. e. The maximum building height shall be one hundred (100) feet above grade, except for hotels and office uses which shall not exceed two hundred (200) feet in height above grade. No structure shall exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. As set forth in Figure 2 of Section 35.13.13.2 of the Denton Development Code, a residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A thirty-five-degree residential proximity slope angle is measured from a point forty (40) feet above grade at the minimum setback line. 3. Design Standards. a. Exhibits C-1, D-1, and E-1 to this ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the Town Center (RR-1). C. South Campus—South RR-2 District. 1. The South RR-2 District property is located within an RCC-D base zoning district. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D zoning district classification and use designation, or as further restricted or excepted in this overlay. a. Permitted Uses: i. Hotel; ii. Retail Sales and Services; iii. Movie Theaters; iv. Restaurants; v. Drive-through Facilities vi. Professional Services and Offices; vii. Quick Vehicle Servicing; viii Outdoor Recreation; ix. Indoor Recreation; x. Parks; xi. Open Space; xii. Hospital; xiii. Medical Centers; xiv. Convention Centers; xv. Storm Water Control and/or Detention; xvi. Storm Water Quality Areas. 1256 Page 10 b. Allowable with Limitations: i. Community Service—Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Group Homes; ii. Basic Utilities; d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity: a. The maximum F.A.R. shall be 4.0. b. The maximum lot coverage shall be ninety (90) percent in accordance with Appendix D-1. c. The minimum landscaped area shall be ten (10) percent in accordance with Appendix D-1. d. The minimum tree canopy coverage at maturity shall be twenty-five (25) percent in accordance with Appendix D-1. e. The maximum building height shall be one hundred (100) feet above grade, except for hotels and office uses which shall not exceed two hundred (200) feet in height above grade. No structure shall exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. As set forth in Figure 2 of Section 35.13.13.2 of the Denton Development Code, a residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A thirty-five-degree residential proximity slope angle is measure from a point forty (40) feet above grate at the minimum setback line. 3. Design Standards. a. Exhibits C-1, D-1, and E-1 to this ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the South RR-2 District. D. South Campus - South Mixed Use District. 1. The South Mixed Use District property is located within the RCC-D and NRMU base zoning districts. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D and NRMU zoning districts classification and use designation, or as further restricted or excepted in this overlay. Permitted uses listed in Subsections “a” through “d” below are generally applicable in this district and are further defined for each Subarea designation shown on Exhibit B in Subsection “e” below: a. Permitted Uses: i. Single Family Dwellings; ii. Attached Single Family Dwellings; iii. Community Homes for the Disabled; iv. Multi-Family Dwellings. v. Townhouse-style Dwellings; vi. Hotels; vii. Retail Sales and Services; 1257 Page 11 viii. Movie Theaters; ix. Restaurants; x. Professional Services and Offices; xi. Indoor Recreation; xii. Parks; xiii. Open Space; xiv. Hospital; xv. Medical Centers; xvi. Big Houses; xvii. Elderly Housing; xviii. Continuing Care Retirement Centers; xix. Convention Center; xx. Storm Water Control and/or Detention; xxi. Storm Water Quality Areas; b. Allowable with Limitations: i. Community Service - Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Major Event Entertainment; ii. Group Homes; iii. Basic Utilities; iv. Helipads as an accessory use to a Hospital. v. Quick Vehicle Servicing (SUP required when abutting residential use or zoned property, otherwise use is permitted in the RR designated areas as shown in Exhibit B); vi. Drive-through Facilities (when abutting residential use or zoned property otherwise use is permitted in the RR designated areas as shown in Exhibit B); d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. e. Exceptions • The uses listed above are permitted within the area designated as BH/MF/O/SF in Exhibit B except for Hotels, Retail Sales and Services, Movie Theaters, Restaurants, Drive-Through Facilities, Quick Vehicle Servicing, Indoor Recreation and Convention Center are not permitted. • The only uses permitted within the area designated as SF in Exhibit B are Single Family Dwellings, Attached Single Family Dwellings, Community Homes for the Disabled, Parks, and Open Space. • The only permitted uses in O/SF are Single Family Dwellings, Attached Single Family Dwellings, Community Homes for the Disabled, Parks, Open Space, and Professional Services and Offices. • The only permitted uses in P in Exhibit B are Parks and Open Space. • Areas designated as South RR-2 within this District follow the guidelines for the South RR-2 District identified in Section C above. 1258 Page 12 2. Density and Intensity. a. The maximum F.A.R. shall be 4.0. b. The maximum lot coverage shall be 90%. (80% for Single-Family Detached Residential) c. The minimum landscaped area shall be 10%. (20% for Single-Family Detached Residential) d. The minimum tree canopy coverage at maturity shall be determined in accordance with Exhibits C-2A, C-2B, C-3, and D-2. e. The maximum building height shall be 65 feet for single-family and townhouse, 100' for all others, except for hotels and office uses which shall not exceed 200' in height above grade and shall not exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. A residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A 35-degree residential proximity slope angle is measure from a point 40 feet above grate at the minimum setback line. 3. Design Standards. a. Exhibits C-2, C-2A, C-2B, C-3, D-2, and E-2 to this Ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the South Mixed Use District. b. All Multi-Family development located on property east of Heritage Trail will comply with the site design standards in Exhibit C-2A. All Multi-Family development located on property west of Heritage Trail will comply with the site design standards in Exhibit C-3. c. All single-family development will comply with the site design standards in Exhibit C-2B. d. All nonresidential buildings within the South Mixed-Use District (all uses except multi- family and single family) except for those areas designated as South RR-2 will comply with the site design standards in Exhibit C-2. Areas designated as South RR-2 within this District follow the guidelines for the South RR-2 District identified in Section C above. 35.7.15.8 Landscaping and Tree Mitigation. A. Subchapter 13 of the Denton Development Code and Site Design Criteria Manual shall apply to the Rayzor Ranch South Campus regarding landscaping and Tree Mitigation. Additionally, the following standards shall apply: 1. Landscaping and Tree Mitigation shall meet the standards as set forth in Exhibits D, D-1 and D-2 of this Ordinance. 2. Trees planted to address tree mitigation will be credited on the actual caliper inch of the tree planted. 3. Required tree mitigation funds will be put into a segregated tree mitigation account administered by the City of Denton. These funds will be released back to the Developer incrementally at the rate of one hundred twenty-five dollars ($125.00) per caliper inch for trees planted by the Developer, as the Developer certifies to the City that the trees have been planted and are in a healthy condition and the City arborist confirms that the trees have been planted and are in a healthy condition. 4. Mitigated trees may be planted throughout the Rayzor Ranch property or as specified in Exhibits D, D-1 and D-2. 5. Any open space, tree canopy, landscape area, and tree mitigation credits established pursuant to Ordinance 2009-169 may be applied throughout the entirety of Rayzor Ranch. 1259 Page 13 6. Open space, tree canopy, and landscape shall be calculated as part of the entirety of Rayzor Ranch rather than on a site-by-site basis. 7. Tree preservation requirements can be found in Subchapter 13 of the Denton Development Code. 8. Refer to Table 35.13.7.B in the Denton Development Code for preservation and mitigation requirements. 35.7.15.9 Architecture. A. Architecture must meet the standards set forth in Exhibits "C", "C-1”, “C-2", “C-2A”, “C-2B”, “C- 3”, “C-4”, or “C-5” of the Ordinance and shall meet the guidelines stated in each District Design heading as stated within the Ordinance. 35.7.15.10 Parking Standards. A. The rules and regulations per Subchapter 14 of the Denton Development Code and Site Design Criteria Manual shall apply to the Rayzor Ranch South Campus regarding parking standards with the following exceptions: 1. Maximum Allowable Number of Parking Spaces. a. Subsection 35.14.4.F shall not apply to the Rayzor Ranch Overlay. 2. Parking in the rear or front. a. Subsection 35.13.13.3.C is excepted to allow parking in front of a building (between the building and street or right-of-way), if it meets the requirements in the Landscape Standards, Exhibit D-1 or D-2 3. Subsection 35.14.7 C Mixed Uses shall not apply to residential uses with a base zoning of NRMU District and located in the South Mixed-Use District east of Heritage Trail insofar as a parking reduction beyond the minimum required amount shall not be granted for any residential uses. 35.7.15.11 Drainage. A. General. 1. In this overlay district, the drainage improvements shall be designed in accordance with the requirements provided in the Denton Development Code Section 35.19 and the Drainage Criteria Manual. 2. Final Acceptance or Certificate of Occupancy of any structure in the South Campus (RR-1 or RR-2) district may not be requested until the improvements to the detention pond west of Bonnie Brae Road and North of U.S. 380 are accepted by the Public Works Inspection Department. 3. Approval may not be granted for any Final Plat that does not comply with the stormwater requirements of the Denton Development Code and Criteria Manuals. B. Storm Water Quality. 1. Preliminary and Final Plats within the drainage area south of US 380/West University Drive, for land that drains into North Lakes Pond, will include provisions for onsite or regional storm water quality enhancement, including dedication of drainage easement areas as necessary to construct the storm water quality structural controls and management practices as described in Exhibit "F". Approximately seventy-six (76) acres of Rayzor Ranch South drains into the water quality/detention basin north of West University Drive (US 380). The stormwater quality controls approved in the Rayzor Ranch iSWM Plan do not account for any hot spots polluting areas south of University Drive. In the event of a proposed use within the seventy-six (76) acres met the definition of a hot spot pollutant generator, an evaluation of the capacity of the iSWM treatment train could be required and additional stormwater quality controls may be required. 2. The storm water quality controls shall be constructed as part of the storm drainage 1260 Page 14 improvements for the development. 3. Engineering inspection fees shall be paid to the City for the inspection of all storm water quality controls during construction. Upon City's request, designer shall certify to the best of the designer's knowledge, that the storm water quality controls and management practices were constructed in accordance with the approved plans. a. Building Permits are not prohibited by these additional drainage restrictions above, provided that a construction schedule is committed to for the improvements, an onsite detention pond has been constructed and accepted by the City, and all other applicable requirements for issuance have been satisfied. 35.7.15.12 Transportation. A. Required Improvements in Addition to Those Required by the Denton Development Code and Criteria Manuals: 1. Required twenty-foot visibility triangles shall be measured from the curb line not the property line. 2. Allegiance Hillview, L.P. or its assignee will construct, at its expense, those segments of Heritage Trail Boulevard and Panhandle Street abutting and adjacent to the Cook Children's Hospital Tract. Allegiance Hillview, L.P. or its assignee will work with City of Denton staff to set forth triggering points for roadway and other infrastructure improvements based on platting activity, traffic impact analyses, etc. 35.7.15.13 Street Standards. A. In this overlay district, the City rules and regulations regarding street standards, as well as the standards designed and incorporated by Section 35.20.2 shall apply. B. Traffic circles or roundabouts are allowed and encouraged in Rayzor Ranch subject to approval by the City Engineer and the Denton Development Code and Criteria Manuals. 35.7.15.14 Water and Wastewater Standards. A. In this overlay district, the City rules and regulations regarding water and wastewater standards shall apply. B. Allegiance Hillview, L.P. or its assignee will work with City of Denton staff to set forth triggering points for water and wastewater infrastructure improvements based on analysis, studies or models undertaken to support specific final plat activity. 35.7.15.15 Gas Well Development. A. Gas well development is permitted only within the area designated as the "Drill Pad" on Exhibit B, with Specific Use Permit approval from City Council prior to issuance of a gas well plat and drilling site plan. All gas well development will be subject to the requirements of the Denton Development Code, and as further restricted by Ordinances 2008-284, 2009-169, 2009-257, and 2015-233. 35.7.15.16 Property Owner Associations (POA). A. One (1) or more Property Owner Associations (POA) shall be established from the maintenance of all common property not fully dedicated for public use. Documents establishing the POA must be submitted and approved as a required component of the final plat application, providing for the maintenance, repair, replacement and liability obligations of the POA for private roads, alleys, gates, fences, street lighting, drainage and or other held facilities and/or common areas, appurtenances, associated ancillary items and improvements. 1. The POA shall authorize the City to file a lien, to foreclose, or to otherwise secure payment from property owners concerning the maintenance, repair and placement, in part or in whole, of all privately held common areas, including but not limited to stormwater control and/or 1261 Page 15 detention areas, stormwater quality areas, street lighting and other appurtenances and/or other associated ancillary items. 2. The POA documents must be submitted to, reviewed and approved by the City Attorney, prior to final plat approval for plats that include common areas. 3. The POA may not be dissolved, nor may deed restrictions and covenants providing for maintenance of common areas be deleted or amended, without prior written consent of the City Council and plat amendment. 4. The final plat and restrictive covenants shall contain language whereby the property owners defend and hold harmless the City from claims and suits for property damage or bodily injury (including death) arising from the conditions, use or operation of any privately owned parks, open spaces, common amenities, streets or facilities. Editor's note— Ordinance No. 2016-017 adopted January 26, 2016, has adopted by reference Exhibits A—H. Copies can be found in the Planning Department. (Ord. No. 2002-322, 9-17-2002) (Ord. No. 2004-233, 8-17-2004) (Ord. No. 2005-099, 3-22-2005) (Ord. No. 2006-085, 3-21-2006) (Ord. No. 2006-139, 5-16-2006) (Ord. No. 2006-303, 10-17-2006) (Ord. No. 2007-068, 3-27-2007) (Ord. No. 2007-095, § 2(exh. A, § 35.7.14), 5-1-2007) (Ord. No. 2007-110, 5-15-2007) (Ord. No. 2007-238, § 2, 10-2-2007) (Ord. No. 2008-136, § 3(35.7.13), 6-17-2008) (Ord. No. 2008-284, 11-4-2008) (Ord. 2009-117, 5-5-2009) (Ord. No. 2009-169, 7-21-2009) (Ord. No. 2010-158, § 2, 6-15-2010) (Ord. No. 2011-225, § 2, 11-1-2011) (Ord. No. 2013-045, § 2, 2-5-2013) (Ord. No. 2013-313, § 2, 11-5-2013) (Ord. No. 2014-406, § 6, 12-1-2014) (Ord. No. 2016-017, § 3, 1-26-2016) (Ord. No. 2016-080, § 2, 3-1-2016) (Ord. No. 2016-312, § 3, 10-11-2016) (Ord. No. Z18-0001b, § 3(Exh. C), 3-6-2018) 1262 Page 16 List of Exhibits Exhibit A A-1 Metes and Bounds Description of the Rayzor Ranch Overlay District North A-2 Metes and Bounds Description of the Rayzor Ranch Overlay District South Exhibit B – Concept Plan B-1 Concept/Schematic Plan B-2 REPEALED ORDINANCE 2016-017 B-3 Density Zone Plan B-4 Zoning Map B-5 Site Plan: Marketplace/DME/Cook Childrens Exhibit C – Architectural Standards C Marketplace Architectural Standards C-1 South RR-2 and Town Center (RR-1) Architectural Standards C-2 South Mixed-Use Architectural Standards C-2A South Mixed-Use, Multi-Family Architectural Standards (East of Heritage Trail) C-2B South Mixed Use, Single-Family Architectural Standards C-3 South Mixed Use, Multi-Family Design Standards (West of Heritage Trail) Exhibit D – Landscape Standards D Marketplace Landscape Standards D-1 South RR-2 and Town Center (RR-1) Landscape Standards D-2 South Mixed-Use Landscape Standards Exhibit E E Marketplace Sign Standards E-1 South RR-2 and Town Center (RR-1) Sign Standards E-2 South Mixed-Use Sign Standards Exhibit F – Water Quality Standards for the portion of South Campus, South RR-2 District that drains to North Lake and Drainage Map Exhibit G – Trade Dress Criteria Exhibit H – Street Sections 1263 I 35 I 35AVE CW IN DSORFARMSTOWN C E N T ER PVT2 PARKSIDEI- 3 5 WR a m p CHE STNUT SYCAMORE I-35 S E R VIC E R D OAKCARRIAGE GEORGETOWNBONNIE BRAEECTORPUBLICALLEYBRADLEYAURORA SCRIPTURE UNIVERSITY CARRIL AL LA GO RAYZORAILEENCOLONI ALSTANLEYMULBERRY HICKORY EMERY GOBERWESTWARD AMHERST PRIVAT E JAGOETHOMASTOWNCENTERPVT3NORTH TEXASAUGU STA THUNDERBIRD SENAGREENWAYSAVILL CRESCENT VANDERBILTAUBURN HERITAGET O W N C E N T E R P V T 9AVE GAVE HSTELLA MARIETTABROADWAY LINDEN FOUTSAVE FPANHANDLE CROW MILLERMESAB A N D E R A LOSCOLINAS CORDELL CARLTON PRAIRIE LOUISE HILLCRESTGAYALLEY AEASTPARKCERROS SCHUYLER FORDHAMGLEN GARDENWESTVIEWLOOKOUTBELLEMEADNORTH LAKEWESTCHESTERWORTHINGTON I-3 5 R a mp ALLEN SAXE JIM CHRISTAL HOUSTON PRECISIONTOWNCENTERPVT1 Z22-0004Notification Map 0 770 1,540385Feet “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 µ Date: 8/31/2022 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1264 5/19 CR Public Hearing Notification Sign Criteria and Affidavit A public hearing notification sign is a sign erected on the subject property to publicize a Zoning Change request, a Specific Use Permit request, a Variance request, or a Historic Landmark Designation request. The number of signs and the placement of signs shall be determined at the time of First Review Comments for each specific request. It is the responsibility of the owner/project representative to contact Development Services Department to verify the number and location of signs needed. SIGN CRITERIA: SIGN DESIGN Signs shall be three and a half (3 ½) feet wide by four (4) feet tall. (Please refer to attached sign exhibit.) The sign shall be constructed in accordance with the City’s design standards for public hearing notification signs. a. Two (2) sided, ten (10) millimeter Coroplast sign or other material of equivalent strength and durability. b. Lettering shall be placed on both sides of the sign. c. The letter font style shall be Trebuchet MS. The required font size is 230 (bold) for the sign heading and 180 for all but for the remainder of the sign. Of the smaller words on the sign, everything is bold with the exception of the number field, name field, request field, and the website address. (Please refer to attached sign exhibit.) d. Metal or wood posts shall be used. The sign shall comply with the layout and dimensions on the attached Public Hearing Notification Sign Specification sheet. PLACEMENT The sign shall be posted perpendicular to the property line, and visible and legible from adjacent rights- of-way, but except alleys, at a location(s) determined by staff. If the subject property is on more than one (1) right-of-way, one (1) sign shall be posted along each right-of-way for each 500 feet of linear street frontage of the property. Signs shall be located outside of the public right-of-way, and shall be a minimum of two (2) feet off the ground, unless otherwise directed by the Director of Development Services or designee. PROOF OF POSTING At least 10 days prior to the public hearing, the applicant shall submit an executed affidavit of proof of the posting (attached) and photographs of the installed sign to the Planning Project Manager. Failure to post the notification sign(s) and submit the affidavit and photographs will require that the public hearing item be withdrawn and re-noticed until the next public hearing date available. The property owner is responsible for maintaining the sign on the property throughout the entire public hearing process. If the sign is destroyed or removed from the property, the applicant is responsible for obtaining another sign and posting the sign on the property promptly. City of Denton Development Services “One-Stop-Shop” One Place Serving Denton’s Development Needs 215 W Hickory St., Denton, TX 76201 (940) 349-8541 1265 5/19 CR REMOVAL OF SIGNS The property owner or his/her representative must remove the sign within three (3) calendar days subsequent to the final decision by the approving body. CITY OF DENTON PUBLIC HEARING NOTIFICATION SIGN SPECIFICATIONS 3 ½ Feet Z22-0004 Rayzor Ranch South Overlay Update with Guidelines 1266 1267 1268 1269 1270 1271 1272 1273 1274 ORDINANCE NO. Z22-0004E AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING AN AMENDMENT TO THE RAYZOR RANCH OVERLAY DISTRICT BY AMENDING THE DEVELOPMENT STANDARDS REGARDING THE NUMBER AND LOCATION OF MULTIFAMILY DWELLING UNITS WITHIN THE RAYZOR RANCH SOUTH CAMPUS ENCOMPASSING APPROXIMATELY 257 ACRES GENERALLY LOCATED SOUTH OF WEST UNIVERSITY DRIVE/US 380 AND NORTH OF SCRIPTURE STREET, BETWEEN IH-35 AND BONNIE BRAE STREET 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. (Z22-0004E) WHEREAS, the Rayzor Ranch Overlay District consists of approximately 410 acres on both sides of US Route 380 and between IH-35 and Bonnie Brae Street, which is more particularly described and depicted in Exhibit A, attached hereto and incorporated by reference as if set forth at length herein (“the “District”), and which exhibit’s spatial definitions constitutes the boundaries of the District (the “District Boundaries”); and WHEREAS, the Denton Development Code authorizes the City Council to approve overlay districts to protect and enhance certain specific lands and structures which, by virtue of their type or location, have characteristics which are distinct from lands and structures outside such special districts and contain such reasonable and necessary requirements to insure the protection and enhancement of said land and structures; and WHEREAS, the Denton Development Code authorizes the City Council to approve overlay districts to establish specific design standards and development regulations to effectuate the purpose of the district, and may require or address any of the following, in addition to or in lieu of other regulations affecting the property within the overlay district: (1) protection of features designated as being of special concern within the district; (2) mixtures or limitations or permitted uses; (3) special performance standards and development regulations; and (4) other matters as appropriate to promote the special public interests of the district; and WHEREAS, on June 15, 2010 the City Council held a public hearing as required by law and approved the modified Rayzor Ranch Overlay District under Ordinance No. 2010-158, which incorporated additional regulations under Ordinance 2008-018; and WHEREAS, on January 26, 2016 the City Council held a public hearing as required by law and approved the modified Rayzor Ranch Overlay District under Ordinance No. 2016-017, which amended regulations under Ordinance 2010-158; and WHEREAS, on September 14, 2022, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, after having given the requisite notices by publication and otherwise, held a public hearing and afforded full and fair hearing to all property owners interested in this regard, and have recommended approval (6-0) of the changes in this ordinance; and 1275 Page 2 of 3 WHEREAS, on September 20, 2022, 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 2040 Comprehensive Plan and the Denton Code of Ordinances, as amended; and WHEREAS, the City Council finds that the modified Rayzor Ranch Overlay District serves a public purpose by permitting the development of a regional shopping center and complementary peripheral development to create a unique, walkable, mixed-use style of development that will set it apart from other shopping centers in the area; and WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the overlay changes in this ordinance, have determined that the changes are in the best interests of the health, safety, morals, and general welfare of the City of Denton, are consistent with Denton 2040 Comprehensive Plan, will protect and enhance the Property, and accordingly, the City Council of the City of Denton is of the opinion and finds that the said overlay changes 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. Ordinance Nos. 2016-017, 2010-158 and 2008-018 are only amended to the extent that they are inconsistent with the changes as established herein. Any provisions not addressed by this ordinance shall continue with full force and effect and any official actions taken as a result of the original ordinances prior to the effective date of this ordinance are hereby ratified, affirmed, and adopted. Nothing herein shall repeal or modify any permit approvals for property within the Rayzor Ranch Overlay District approved prior to the effective date of this ordinance, including, but not limited to, approved site plans, plats, and building permits and/or any rights that may be associated with those permits. SECTION 3. The City Council hereby adopts these amendments to the Rayzor Ranch Overlay District: the amendments to Section 35.7.15 of the Rayzor Ranch Overlay District as provided in Exhibit “B” of this ordinance. 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 1276 Page 3 of 3 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: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ Hilary Negron 2022.09.15 12:15:58 -05'00' 1277 1278 1279 1280 1281 1282 1283 Page 1 35.7.15.- Rayzor Ranch Overlay District. The Rayzor Ranch Overlay District classification is hereby defined with respect to approximately four hundred ten (410) acres of land, legally described in Exhibit "A" to Ordinance 2008-018. 35.7.15.1.Purpose. The purpose of establishing the Rayzor Ranch Overlay District is to: A.Ensure compatibility of new construction with the existing scale and characteristics of surrounding properties; and B.Protect and enhance specific land features which have characteristics distinct from lands and structures outside this Special Purpose District; and C.Provide within the Rayzor Ranch area a combination of land uses arranged and designed in accordance with sound site planning principles and development techniques; and in such a manner as to be properly related to each other, the immediate surrounding area, the planned mobility system, and other public facilities, such as water and sewer systems, parks, schools and utilities. 35.7.15.2 Application of Regulations. A.The Rayzor Ranch Overlay District shall be consistent with the Denton Plan. B.The regulations included in this Ordinance apply to the portions of Rayzor Ranch that are located both north and south of US 380/West University Drive (US 380). The portion of Rayzor Ranch north of West University Drive (US 380) is hereinafter referred to as Rayzor Ranch Marketplace and the portion of Rayzor Ranch located south of West University Drive (US 380) is known as the Rayzor Ranch South Campus. C.The development regulations that are applicable to properties north of US 380, including those that have building permits issued or in process at the date of adoption of this ordinance (specifically Lots 6R, 7R, 8R, 9, 10, 12 and 13 of the Rayzor Ranch North Addition), and the Cook Children's tract and the Denton Municipal Electric (DME) Substation tract south of US 380 are governed the regulations established in Ordinances 2008-284 and 2009-169. D.The City rules and regulations applicable to the development of property located within the NRMU and RCC-D zoning districts are applicable, except as otherwise provided by this Overlay District and further restricted or excepted herein and may not be varied or excepted other than by amendment of these standards. E.Provisions for solid waste receptacles shall follow the City of Denton Solid Waste Criteria Manual. F.The District shall retain the underlying zoning district and be noted with an overlay designation on the Official Zoning Map. G.The District may be developed in phases. If the common amenities for future phases, including but not limited to open spaces, landscaping and/or recreational facilities are not yet constructed; a phasing plan may be considered as a component of the final plat. If provided, a phasing plan shall contain a graphic and narrative document that indicates the sequence and time of construction, provides a description of the phasing order (e.g. 1, 2 & 3) and includes infrastructure requirements for each phase, as amended from time to time with approval of the City Manager. H.Before building permits may be issued for any portion of the project, a Site Plan for that portion of the project must be approved in conformance with this Ordinance and applicant must demonstrate compliance with this ordinance and all attached exhibits. The site plan requirement does not apply to Lots 6R, 7R, 8R, 9, 10, 12 and 13 of the Rayzor Ranch North Addition. All other properties north of US 380 and the Cook Children's tract and the Denton Municipal ([KLELW% 1284 Page 2 Electric (DME) Substation tract south of US 380 are governed by the regulations established in Ordinances 2008-284 and 2009-169 including Section 35.7.13.5 Marketplace - Subarea 2 Development Standards (RR-3, P, and RR-2) that states in part: Permitted Uses. These uses must be located within the Subareas as shown on the attached Exhibit B. I. Development within Rayzor Ranch shall conform to the adopted Concept Plan attached as Exhibit "B" to these regulations. The Concept Plan is intended to be used as the first step in the overlay development process. The Concept Plan establishes the initial plan for general zoning guidelines in the District by illustrating in graphic form both internal and external streets, thoroughfares, other means of access, open spaces, natural resources, uses, densities, intensities and height. Any adoption of or amendment to the Concept Plan shall follow the procedures for Zoning Amendments in Section 35.3.4 of the Denton Development Code. The following information should be provided for a complete Concept Plan: a. The date, written and graphic scale, north arrow, proposed name of the development, key map showing the location of the development in relation to existing streets and highways and dates of preparation and revisions. b. The name and address of the property owner or owners, and the design professional preparing the plan. c. The names of the record owners of adjacent land. d. Title Block containing: Proposed name of the subdivision or lot of record, acres in platted and unplatted land and total of those acres, survey and jurisdiction (City of Denton, County of Denton, Texas, for example). e. Acreage of the project. f. Show and label any proposed phasing limits. g. Survey boundaries of the project (or references to the survey). h. Proposed general land uses and the acreage of each subarea as defined in Exhibit B, including open space locations. i. Proposed street layout (arterial level required, collector and local to be developed by the applicant and reviewed by staff) and general location of internal and external streets, alleys, thoroughfares, and other means of access. j. Development Standards: i. Maximum height of buildings; ii. Minimum lot area; iii. Minimum lot width and depth; iv. Building setbacks; v. Maximum lot coverage; vi. Maximum floor to area ratio; vii. Off-street parking standards. k. One-hundred-year floodplain, floodway and major drainage ways. l. City limits and Extraterritorial Jurisdiction (ETJ) boundaries. m. Zoning districts and land uses on project and adjacent lands. n. Preliminary water and sanitary sewer layout and drainage facilities locations. 1285 Page 3 J. Site Plan—Site Plans are intended to demonstrate and confirm that each phase of-development moving towards construction complies with all of the design requirements of this Ordinance and the applicable portions of the Denton Development Code. Site Plans shall substantially conform to the Concept Plan as depicted in Exhibit B. The following requirements shall apply: 1. The District may be developed in multiple phases. If the District is developed in phases, a Site Plan shall be approved for each phase. However, this section does not preclude the approval of an overall Site Plan for the entire District, or a substantial portion of the District, at the option of the property owner. 2. Site Plans shall be approved by the Planning and Zoning Commission in lieu of the Staff Review Procedure under Sec. 35.3.7 of the Denton Development Code. The Planning and Zoning Commission decision on Site Plans may be appealed to the City Council by the applicant; however, no further public hearing notification or public hearing shall be required on appeal. If appealed to City Council, the City Council's decision on a Site Plan is final. 3. Complete Site Plans shall confirm the zoning details previously approved in the Concept Plan as well as provide additional design and architectural standard details by illustrating in a graphic form the following: a. Acreage in project shown by survey and certified by a registered surveyor; b. Permitted land uses and acreage of each land use; c. Land uses and zoning of adjacent properties; d. Drainage facilities; e. Other existing or proposed off-site improvements as required; f. Location, type and size of all streets, alleys, parking lots and spaces, loading areas or other areas to be used for vehicular traffic; g. Proposed access and connection to existing or proposed streets and traffic generated by the proposed uses; h. Non-residential: location, maximum height (in feet), minimum setbacks, and maximum floor area ratio (FAR) of buildings; i. Residential development must show number, location and dimension of all lots, minimum setbacks, number of dwelling unit and density; j. Location of all creeks, ponds, lakes, floodplain, and/or other water retention or major drainage facilities and improvements; k. Location size and route of all major water, wastewater, electrical lines and other facilities necessary to serve the project; l. Location of all protected trees (10+ inches) and a detailed landscape plan demonstrating compliance with the approved landscape requirements for Rayzor Ranch as set for in Exhibit "D"; m. Location, type and size of all fences, berms, or screening features; n. Sidewalks or other pedestrian or bicycle access; o. Building elevation(s); and p. Demonstrated compliance with the architectural standards in Exhibit C, with attached appendices as applicable. K. Approval Criteria. Site Plans shall be approved if: 1. The Site Plan substantially complies with the Concept Plan previously approved by City Council; 1286 Page 4 2. The Site Plan provides for the design and arrangement of driveways and parking spaces in accordance with the applicable requirements of the Denton Development Code, as modified by the Rayzor Ranch Overlay District; 3. There are adequate utilities, drainage and supporting infrastructure or it shall be provided in accordance with the applicable requirements of the Denton Development Code, as modified by the Rayzor Ranch Overlay District; 4. The Site Plan fully complies with all other sections of the Rayzor Ranch Overlay District. L. Minor Amendment. The Director of Development Services may approve minor aesthetic deviations to architectural elevations and other approved site design standards and details associated with the Rayzor Ranch Overlay District, if necessary to protect the viability of the district as a whole, except that no amendment may change any use restriction or subarea boundary. M. Expiration of Site Plan. Any approved Site Plan shall be valid for twenty-four (24) months from the date of its approval. If no construction begins pursuant to a building permit issued for the property within the twenty-four (24) months, the site plan shall expire and no longer be valid. The Planning and Zoning Commission may, for good cause, extend for up to three hundred sixty (360) days the expiration date of the Site Plan. 35.7.15.3 Land Divisions. The Rayzor Ranch overlay district shall be divided into two (2) major divisions, separated generally by US 380 (University Drive): the Rayzor Ranch Marketplace; and the Rayzor Ranch South Campus. A. The Rayzor Ranch Marketplace shall be divided into three (3) subareas as depicted in Exhibit B and detailed below. 1. RR-3— The Rayzor Ranch Marketplace RR-3 Area, depicted as RR-3 on Exhibit B, is intended as a retail area with uses allowed in the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The RR-3 section of the Rayzor Ranch Marketplace (RR-3) is referred to as the RR-3 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C, D, and E, and vice versa. 2. RR-2— The Rayzor Ranch Marketplace RR-2 Area, depicted as RR-2 on Exhibit B, is intended to as a retail area with uses allowed in the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The RR-2 section of the Rayzor Ranch Marketplace is referred to as the RR-2 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C, D, and E, and vice versa. 3. Residential (NRMU-12 & NR-3)— The Rayzor Ranch Marketplace Residential Area, depicted as NRMU-12 and NR-3 on Exhibit B, is intended for residential development. Development standards for this area are provided in Exhibit C-4. B. The Rayzor Ranch South Campus shall be divided into the following five (5) subareas, as depicted in Exhibit B: 1. Town Center (RR-1)— The Town Center (RR-1), depicted as RR-1 on Exhibit B-1, is intended to define a mixture of certain specified nonresidential, retail and residential uses currently allowed within the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The Town Center (RR-1) is also referred to as the RR-1 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C-1, D-1, and E-1 and vice versa. 1287 Page 5 2. South RR-2 District— The South RR-2 District is intended to define certain specified uses currently allowed within the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district. The South RR-2 District is also referred to as the South RR-2 Area in the Architectural Standards, Landscape Standards, and Signage District in Exhibits C-1, D-1, and E-1. 3. South Mixed-Use District— The South Mixed Use District is intended to accommodate certain specified nonresidential, single-family and multi-family residential uses, as further modified by these overlay requirements. The South Mixed-Use District will also be referred to as the RR, BH, MF, O, CC, P, Hotel, and SF Areas in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits to be incorporated in Exhibits C- 2, C-2A, C-2B, C-3, D-2, and E-2. 4. DME Substation— The DME Substation property is intended to accommodate a utility substation and is governed by the regulations established in Ordinances 2008-284 and 2009- 169. 5. Cook Children's Hospital— The Cook Children's property is intended to accommodate a hospital and is governed by the regulations established in Ordinances 2008-284 and 2009- 169. 6. Drill Pad— The Drill Pad property is intended to accommodate gas well development, and is governed by Ordinances 2008-284 and 2009-169, and further restricted by Specific Use Permit (SUP) No. S09-0006, Ord. No. 2009-257. 35.7.15.4 Development Standards. A. Generally. The Rayzor Ranch Overlay establishes architectural and landscape design as development standards to effectuate the purpose of the district. The City rules and regulations applicable to the development of property in the RCC-D and NRMU districts are applicable, except as otherwise provided by this Overlay District and further restricted or excepted herein. B. Definitions. The following definitions shall apply to the Rayzor Ranch Overlay District: 1. Amenity Center: A facility used by and for the benefit of the members of an HOA, Common Ownership Entity, or Multifamily complex. Amenity Centers may include indoor and outdoor components and facilities including, but not limited to; pools, gym/fitness center, game rooms, offices, meeting rooms, and lounges. 2. Age Restricted Multi-Family: Multi-Family development whose residents are restricted to those age 55 and over. 3. Big House: A type of residential development where ten (10) or fewer dwelling units are located in a single building which is intended to resemble a single large house. The dwelling units can be vertically or horizontally integrated. Dwelling units developed as a Big House use will count towards the total number of multi-family dwelling units and not toward the total number of single-family dwelling units allowed in Rayzor Ranch listed in Section 35.7.15.7.A.1. 4. Continuing Care Retirement Center: A facility that integrates multiple senior living options into one (1) facility which may include skilled nursing, assisted living, dementia care, as well as independent living. This use is not considered a multi-family dwelling unit. (Ordinance No. 2007-110). 5. Convention Center: A facility used in connection with a convention or meeting center, or similar facility, including auditoriums, exhibition halls, facilities for food preparation and service, parking facilities, administrative offices and ancillary development such as a hotel. 6. Garden-Style Home: A single-family dwelling on a separate lot with building setbacks only on three (3) sides commonly developed in a cluster formation. This development type is also known as zero lot line homes or patio homes. 1288 Page 6 7. Helipad: A landing pad for occasional use by rotary wing aircraft. Regularly scheduled stops and fueling or servicing facilities are not permitted as part of this use. 8. Open Space: Open space includes all surface areas of the project that are not covered with enclosed buildings, or parking and drive areas. Pedestrian plazas and sidewalks (covered or uncovered) count as Open Space. In addition, areas of Rayzor Ranch, such as easements or rights-of-way, that may be owned or controlled by a governmental agency, but that are being maintained privately, will count towards the open space and landscape area requirements. Open Space in the Marketplace shall be defined by Ordinance 2009- 169. 9. Plaza or Public Area Space: An area identified on an approved Site Plan which is designated for public or civic use. This area can be part of a private development or included within a Park. 10. Rayzor Ranch: The comprehensive development which includes all phases defined within the Rayzor Ranch Overlay District. (Ordinance 2008-284). 11. Stormwater Control and/or Detention Areas: Facilities dedicated to the collection, or transportation of stormwater runoff. 12. Storm Water Control: Storm water controls (sometimes referred to as best management practices or BMPs) are constructed storm water management facilities designed to treat storm water runoff and/or mitigate the effects of increased storm water runoff peak rate, volume and velocity due to urbanization. 13. Storm Water Quality Areas: Facilities for the collection and treatment of storm water runoff. 14. Townhouse-style: A dwelling structure not to exceed three (3) stories in height, containing a minimum of three (3) and no more than eight (8) dwelling units within a building, which is constructed in a series or group of attached units on one (1) lot, up to eight (8) units, meeting fire protection requirements and the following additional requirements. Seventy-five (75) percent of the dwellings built in compliance with the Townhouse Style development regulations are considered attached single-family dwelling units for the purpose of calculating the total number of units allowed in the Rayzor Ranch South Campus and will count towards the total number of single-family attached dwelling units and not toward the total number of multi-family dwelling units allowed in Rayzor Ranch listed in Section 35.7.15.7.A.1. Conversely, twenty-five (25) percent of each phase of the Townhouse-style dwellings constructed shall count against multifamily. a. Each unit features at least two (2) points of direct exterior access to the structure; b. Each unit is separated from the other dwellings in the structure by fire rated common walls; c. No units are vertically above or below another uses or unit within the structure; d. Each unit features an individual meter for each utility; and e. Each unit features access to a public street or alley. 35.7.15.5 Marketplace—Subarea 1 Development Standards (SF-1) as defined in Ordinance 2008- 284. A. In Subarea 1 of the Rayzor Ranch Marketplace, the City rules and regulations applicable to the development of property located within the NR-3 and NRMU-12 zoning districts are applicable to the respective areas shown on Exhibit B, except as otherwise provided by this Overlay District and further restricted or excepted as follows: 1. Permitted Uses. The following uses must be located within the NR-3 and NRMU-12 portions Subarea 1 as shown on Exhibit B and as further defined in Exhibit C-4. 1289 Page 7 a. NR-3: Single-family dwellings. b. NRMU-12: Single-family dwellings, attached single-family dwellings (townhomes), and big houses. c. Amenity Center. Accessory garages and storage. 2. Design Standards. a. Exhibit C-4 to this ordinance sets forth the site design, landscaping, and architectural standards for both the NR-3 and NRMU-12 portions of Subarea 1 of the Rayzor Ranch Marketplace. 35.7.15.6 Marketplace—Subarea 2 Development Standards (RR-3, P, and RR-2) as defined in Ordinance 2008-284. In Subarea 2 of the Rayzor Ranch Marketplace, the City rules and regulations applicable to the development of property located within an RCC-D zoning district are applicable, except as otherwise provided by this Overlay District and further restricted or excepted as follows: Permitted Uses. These uses must be located within the Subareas as shown on Exhibit B as follows: A. RR-3: Wholesale sales; retail construction materials sales with a minimum floor area of one hundred thousand (100,000) square feet; quick vehicle servicing; garden center with container plant materials and associated garden supplies only accessory to retail or a home improvement center in excess of one hundred thousand (100,000) square feet, retail sales and services, restaurants, parks and open space and professional services and offices. All other uses are prohibited. B. RR-2: Retail sales and services, restaurants, drive-through facilities, indoor recreation, parks and open space and professional services and offices. All other uses are prohibited. C. P: Parks and open space, water quality feature as defined in this ordinance. All other uses are prohibited. 35.7.15.7 South Campus—General Use and Development Standards. A. Residential Dwelling Units. 1. The South Campus shall not exceed the following number of dwelling units by type: a. One hundred eighty-five (185) single-family detached dwellings; b. Four hundred ninety-six (496) single-family attached dwellings; c. Two thousand (2,000) multi-family units. i. One thousand two hundred and fifty (1,250) of the allowed two thousand (2,000) multi-family dwelling units are to be constructed inside the Density Zone and cannot be rented by the room and cannot contain more than three (3) bedrooms in any individual unit. ii. The remaining seven hundred fifty (750) multi-family dwelling units can be built within the density zone or outside of the density zone within any subdistrict in the South Campus that lists multi-family as an allowable land use withinin this Ordinance and cannot contain more than three (3) bedrooms in any individual unit. d. Approved densities shall be contingent upon demonstration that planned public infrastructure is sufficient to sustain the herein approved densities. 2. The first seven hundred fifty (750) multi-family residential units in the South Campus shall not be permitted or constructed until the non-residential component of Phase 1 of the Town Center (RR-1) has had a site plan approved, and until the first one hundred thousand (100,000) square feet of the Town Center (RR-1) and RR-2 construction has: (1) received building permits, and (2) has been inspected and issued a green tag by the City 1290 Page 8 for the building foundations. The remaining one thousand two hundred and fifty (1,250) multi-family residential units may be permitted and constructed when the first six hundred thousand (600,000) square feet of the Town Center (RR-1) and RR-2 construction has received building permits and the City has inspected and issued a green tag for the building foundations. B. South Campus—Town Center (RR-1). 1. The Town Center (RR-1) property is located within an RCC-D base zoning district. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D zoning district classification and use designation, or as further restricted or excepted in this overlay. a. Permitted Uses: i. Hotels; ii. Retail Sales and Services; iii. Movie Theaters; iv. Restaurants; v. Drive-through Facilities; vi. Professional Services and Offices; vii. Outdoor Recreation, including an amphitheater; viii. Indoor Recreation; ix. Commercial Parking Lots; x. Parks; xi. Open Space; xii. Hospital; xiii. Medical Centers; xiv. Convention Center xv. Storm Water Control and/or Detention; xvi. Major Event Entertainment; xvii. Storm Water Quality Areas; xviii. Multifamily. b. Allowable with limitations: i. Community Service - Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Basic Utilities; ii. Group Homes. d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity: a. The maximum F.A.R. shall be 4.0. 1291 Page 9 b. The maximum lot coverage shall be ninety (90) percent in accordance with Appendix D-1. c. The minimum landscaped area shall be ten (10) percent in accordance with Appendix D-1. d. The minimum tree canopy coverage at maturity shall be twenty-five (25) percent in accordance with Appendix D-1. e. The maximum building height shall be one hundred (100) feet above grade, except for hotels and office uses which shall not exceed two hundred (200) feet in height above grade. No structure shall exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. As set forth in Figure 2 of Section 35.13.13.2 of the Denton Development Code, a residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A thirty-five-degree residential proximity slope angle is measured from a point forty (40) feet above grade at the minimum setback line. 3. Design Standards. a. Exhibits C-1, D-1, and E-1 to this ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the Town Center (RR-1). C. South Campus—South RR-2 District. 1. The South RR-2 District property is located within an RCC-D base zoning district. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D zoning district classification and use designation, or as further restricted or excepted in this overlay. a. Permitted Uses: i. Hotel; ii. Retail Sales and Services; iii. Movie Theaters; iv. Restaurants; v. Drive-through Facilities vi. Professional Services and Offices; vii. Quick Vehicle Servicing; viii Outdoor Recreation; ix. Indoor Recreation; x. Parks; xi. Open Space; xii. Hospital; xiii. Medical Centers; xiv. Convention Centers; xv. Storm Water Control and/or Detention; xvi. Storm Water Quality Areas. 1292 Page 10 b. Allowable with Limitations: i. Community Service—Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Group Homes; ii. Basic Utilities; d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity: a. The maximum F.A.R. shall be 4.0. b. The maximum lot coverage shall be ninety (90) percent in accordance with Appendix D-1. c. The minimum landscaped area shall be ten (10) percent in accordance with Appendix D-1. d. The minimum tree canopy coverage at maturity shall be twenty-five (25) percent in accordance with Appendix D-1. e. The maximum building height shall be one hundred (100) feet above grade, except for hotels and office uses which shall not exceed two hundred (200) feet in height above grade. No structure shall exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. As set forth in Figure 2 of Section 35.13.13.2 of the Denton Development Code, a residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A thirty-five-degree residential proximity slope angle is measure from a point forty (40) feet above grate at the minimum setback line. 3. Design Standards. a. Exhibits C-1, D-1, and E-1 to this ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the South RR-2 District. D. South Campus - South Mixed Use District. 1. The South Mixed Use District property is located within the RCC-D and NRMU base zoning districts. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D and NRMU zoning districts classification and use designation, or as further restricted or excepted in this overlay. Permitted uses listed in Subsections “a” through “d” below are generally applicable in this district and are further defined for each Subarea designation shown on Exhibit B in Subsection “e” below: a. Permitted Uses: i. Single Family Dwellings; ii. Attached Single Family Dwellings; iii. Community Homes for the Disabled; iv. Multi-Family Dwellings. v. Townhouse-style Dwellings; vi. Hotels; vii. Retail Sales and Services; 1293 Page 11 viii. Movie Theaters; ix. Restaurants; x. Professional Services and Offices; xi. Indoor Recreation; xii. Parks; xiii. Open Space; xiv. Hospital; xv. Medical Centers; xvi. Big Houses; xvii. Elderly Housing; xviii. Continuing Care Retirement Centers; xix. Convention Center; xx. Storm Water Control and/or Detention; xxi. Storm Water Quality Areas; b. Allowable with Limitations: i. Community Service - Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Major Event Entertainment; ii. Group Homes; iii. Basic Utilities; iv. Helipads as an accessory use to a Hospital. v. Quick Vehicle Servicing (SUP required when abutting residential use or zoned property, otherwise use is permitted in the RR designated areas as shown in Exhibit B); vi. Drive-through Facilities (when abutting residential use or zoned property otherwise use is permitted in the RR designated areas as shown in Exhibit B); d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. e. Exceptions • The uses listed above are permitted within the area designated as BH/MF/O/SF in Exhibit B except for Hotels, Retail Sales and Services, Movie Theaters, Restaurants, Drive-Through Facilities, Quick Vehicle Servicing, Indoor Recreation and Convention Center are not permitted. • The only uses permitted within the area designated as SF in Exhibit B are Single Family Dwellings, Attached Single Family Dwellings, Community Homes for the Disabled, Parks, and Open Space. • The only permitted uses in O/SF are Single Family Dwellings, Attached Single Family Dwellings, Community Homes for the Disabled, Parks, Open Space, and Professional Services and Offices. • The only permitted uses in P in Exhibit B are Parks and Open Space. • Areas designated as South RR-2 within this District follow the guidelines for the South RR-2 District identified in Section C above. 1294 Page 12 2. Density and Intensity. a. The maximum F.A.R. shall be 4.0. b. The maximum lot coverage shall be 90%. (80% for Single-Family Detached Residential) c. The minimum landscaped area shall be 10%. (20% for Single-Family Detached Residential) d. The minimum tree canopy coverage at maturity shall be determined in accordance with Exhibits C-2A, C-2B, C-3, and D-2. e. The maximum building height shall be 65 feet for single-family and townhouse, 100' for all others, except for hotels and office uses which shall not exceed 200' in height above grade and shall not exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. A residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A 35-degree residential proximity slope angle is measure from a point 40 feet above grate at the minimum setback line. 3. Design Standards. a. Exhibits C-2, C-2A, C-2B, C-3, D-2, and E-2 to this Ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the South Mixed Use District. b. All Multi-Family development located on property east of Heritage Trail will comply with the site design standards in Exhibit C-2A. All Multi-Family development located on property west of Heritage Trail will comply with the site design standards in Exhibit C-3. c. All single-family development will comply with the site design standards in Exhibit C-2B. d. All nonresidential buildings within the South Mixed-Use District (all uses except multi- family and single family) except for those areas designated as South RR-2 will comply with the site design standards in Exhibit C-2. Areas designated as South RR-2 within this District follow the guidelines for the South RR-2 District identified in Section C above. 35.7.15.8 Landscaping and Tree Mitigation. A. Subchapter 13 of the Denton Development Code and Site Design Criteria Manual shall apply to the Rayzor Ranch South Campus regarding landscaping and Tree Mitigation. Additionally, the following standards shall apply: 1. Landscaping and Tree Mitigation shall meet the standards as set forth in Exhibits D, D-1 and D-2 of this Ordinance. 2. Trees planted to address tree mitigation will be credited on the actual caliper inch of the tree planted. 3. Required tree mitigation funds will be put into a segregated tree mitigation account administered by the City of Denton. These funds will be released back to the Developer incrementally at the rate of one hundred twenty-five dollars ($125.00) per caliper inch for trees planted by the Developer, as the Developer certifies to the City that the trees have been planted and are in a healthy condition and the City arborist confirms that the trees have been planted and are in a healthy condition. 4. Mitigated trees may be planted throughout the Rayzor Ranch property or as specified in Exhibits D, D-1 and D-2. 5. Any open space, tree canopy, landscape area, and tree mitigation credits established pursuant to Ordinance 2009-169 may be applied throughout the entirety of Rayzor Ranch. 1295 Page 13 6. Open space, tree canopy, and landscape shall be calculated as part of the entirety of Rayzor Ranch rather than on a site-by-site basis. 7. Tree preservation requirements can be found in Subchapter 13 of the Denton Development Code. 8. Refer to Table 35.13.7.B in the Denton Development Code for preservation and mitigation requirements. 35.7.15.9 Architecture. A. Architecture must meet the standards set forth in Exhibits "C", "C-1”, “C-2", “C-2A”, “C-2B”, “C- 3”, “C-4”, or “C-5” of the Ordinance and shall meet the guidelines stated in each District Design heading as stated within the Ordinance. 35.7.15.10 Parking Standards. A. The rules and regulations per Subchapter 14 of the Denton Development Code and Site Design Criteria Manual shall apply to the Rayzor Ranch South Campus regarding parking standards with the following exceptions: 1. Maximum Allowable Number of Parking Spaces. a. Subsection 35.14.4.F shall not apply to the Rayzor Ranch Overlay. 2. Parking in the rear or front. a. Subsection 35.13.13.3.C is excepted to allow parking in front of a building (between the building and street or right-of-way), if it meets the requirements in the Landscape Standards, Exhibit D-1 or D-2 3. Subsection 35.14.7 C Mixed Uses shall not apply to residential uses with a base zoning of NRMU District and located in the South Mixed-Use District east of Heritage Trail insofar as a parking reduction beyond the minimum required amount shall not be granted for any residential uses. 35.7.15.11 Drainage. A. General. 1. In this overlay district, the drainage improvements shall be designed in accordance with the requirements provided in the Denton Development Code Section 35.19 and the Drainage Criteria Manual. 2. Final Acceptance or Certificate of Occupancy of any structure in the South Campus (RR-1 or RR-2) district may not be requested until the improvements to the detention pond west of Bonnie Brae Road and North of U.S. 380 are accepted by the Public Works Inspection Department. 3. Approval may not be granted for any Final Plat that does not comply with the stormwater requirements of the Denton Development Code and Criteria Manuals. B. Storm Water Quality. 1. Preliminary and Final Plats within the drainage area south of US 380/West University Drive, for land that drains into North Lakes Pond, will include provisions for onsite or regional storm water quality enhancement, including dedication of drainage easement areas as necessary to construct the storm water quality structural controls and management practices as described in Exhibit "F". Approximately seventy-six (76) acres of Rayzor Ranch South drains into the water quality/detention basin north of West University Drive (US 380). The stormwater quality controls approved in the Rayzor Ranch iSWM Plan do not account for any hot spots polluting areas south of University Drive. In the event of a proposed use within the seventy-six (76) acres met the definition of a hot spot pollutant generator, an evaluation of the capacity of the iSWM treatment train could be required and additional stormwater quality controls may be required. 2. The storm water quality controls shall be constructed as part of the storm drainage 1296 Page 14 improvements for the development. 3. Engineering inspection fees shall be paid to the City for the inspection of all storm water quality controls during construction. Upon City's request, designer shall certify to the best of the designer's knowledge, that the storm water quality controls and management practices were constructed in accordance with the approved plans. a. Building Permits are not prohibited by these additional drainage restrictions above, provided that a construction schedule is committed to for the improvements, an onsite detention pond has been constructed and accepted by the City, and all other applicable requirements for issuance have been satisfied. 35.7.15.12 Transportation. A. Required Improvements in Addition to Those Required by the Denton Development Code and Criteria Manuals: 1. Required twenty-foot visibility triangles shall be measured from the curb line not the property line. 2. Allegiance Hillview, L.P. or its assignee will construct, at its expense, those segments of Heritage Trail Boulevard and Panhandle Street abutting and adjacent to the Cook Children's Hospital Tract. Allegiance Hillview, L.P. or its assignee will work with City of Denton staff to set forth triggering points for roadway and other infrastructure improvements based on platting activity, traffic impact analyses, etc. 35.7.15.13 Street Standards. A. In this overlay district, the City rules and regulations regarding street standards, as well as the standards designed and incorporated by Section 35.20.2 shall apply. B. Traffic circles or roundabouts are allowed and encouraged in Rayzor Ranch subject to approval by the City Engineer and the Denton Development Code and Criteria Manuals. 35.7.15.14 Water and Wastewater Standards. A. In this overlay district, the City rules and regulations regarding water and wastewater standards shall apply. B. Allegiance Hillview, L.P. or its assignee will work with City of Denton staff to set forth triggering points for water and wastewater infrastructure improvements based on analysis, studies or models undertaken to support specific final plat activity. 35.7.15.15 Gas Well Development. A. Gas well development is permitted only within the area designated as the "Drill Pad" on Exhibit B, with Specific Use Permit approval from City Council prior to issuance of a gas well plat and drilling site plan. All gas well development will be subject to the requirements of the Denton Development Code, and as further restricted by Ordinances 2008-284, 2009-169, 2009-257, and 2015-233. 35.7.15.16 Property Owner Associations (POA). A. One (1) or more Property Owner Associations (POA) shall be established from the maintenance of all common property not fully dedicated for public use. Documents establishing the POA must be submitted and approved as a required component of the final plat application, providing for the maintenance, repair, replacement and liability obligations of the POA for private roads, alleys, gates, fences, street lighting, drainage and or other held facilities and/or common areas, appurtenances, associated ancillary items and improvements. 1. The POA shall authorize the City to file a lien, to foreclose, or to otherwise secure payment from property owners concerning the maintenance, repair and placement, in part or in whole, of all privately held common areas, including but not limited to stormwater control and/or 1297 Page 15 detention areas, stormwater quality areas, street lighting and other appurtenances and/or other associated ancillary items. 2. The POA documents must be submitted to, reviewed and approved by the City Attorney, prior to final plat approval for plats that include common areas. 3. The POA may not be dissolved, nor may deed restrictions and covenants providing for maintenance of common areas be deleted or amended, without prior written consent of the City Council and plat amendment. 4. The final plat and restrictive covenants shall contain language whereby the property owners defend and hold harmless the City from claims and suits for property damage or bodily injury (including death) arising from the conditions, use or operation of any privately owned parks, open spaces, common amenities, streets or facilities. Editor's note— Ordinance No. 2016-017 adopted January 26, 2016, has adopted by reference Exhibits A—H. Copies can be found in the Planning Department. (Ord. No. 2002-322, 9-17-2002) (Ord. No. 2004-233, 8-17-2004) (Ord. No. 2005-099, 3-22-2005) (Ord. No. 2006-085, 3-21-2006) (Ord. No. 2006-139, 5-16-2006) (Ord. No. 2006-303, 10-17-2006) (Ord. No. 2007-068, 3-27-2007) (Ord. No. 2007-095, § 2(exh. A, § 35.7.14), 5-1-2007) (Ord. No. 2007-110, 5-15-2007) (Ord. No. 2007-238, § 2, 10-2-2007) (Ord. No. 2008-136, § 3(35.7.13), 6-17-2008) (Ord. No. 2008-284, 11-4-2008) (Ord. 2009-117, 5-5-2009) (Ord. No. 2009-169, 7-21-2009) (Ord. No. 2010-158, § 2, 6-15-2010) (Ord. No. 2011-225, § 2, 11-1-2011) (Ord. No. 2013-045, § 2, 2-5-2013) (Ord. No. 2013-313, § 2, 11-5-2013) (Ord. No. 2014-406, § 6, 12-1-2014) (Ord. No. 2016-017, § 3, 1-26-2016) (Ord. No. 2016-080, § 2, 3-1-2016) (Ord. No. 2016-312, § 3, 10-11-2016) (Ord. No. Z18-0001b, § 3(Exh. C), 3-6-2018) 1298 Page 16 List of Exhibits Exhibit A A-1 Metes and Bounds Description of the Rayzor Ranch Overlay District North A-2 Metes and Bounds Description of the Rayzor Ranch Overlay District South Exhibit B – Concept Plan B-1 Concept/Schematic Plan B-2 REPEALED ORDINANCE 2016-017 B-3 Density Zone Plan B-4 Zoning Map B-5 Site Plan: Marketplace/DME/Cook Childrens Exhibit C – Architectural Standards C Marketplace Architectural Standards C-1 South RR-2 and Town Center (RR-1) Architectural Standards C-2 South Mixed-Use Architectural Standards C-2A South Mixed-Use, Multi-Family Architectural Standards (East of Heritage Trail) C-2B South Mixed Use, Single-Family Architectural Standards C-3 South Mixed Use, Multi-Family Design Standards (West of Heritage Trail) Exhibit D – Landscape Standards D Marketplace Landscape Standards D-1 South RR-2 and Town Center (RR-1) Landscape Standards D-2 South Mixed-Use Landscape Standards Exhibit E E Marketplace Sign Standards E-1 South RR-2 and Town Center (RR-1) Sign Standards E-2 South Mixed-Use Sign Standards Exhibit F – Water Quality Standards for the portion of South Campus, South RR-2 District that drains to North Lake and Drainage Map Exhibit G – Trade Dress Criteria Exhibit H – Street Sections 1299 Z22-0004b RROD Multifamily Mia Hines Associate Planner September 20, 2022 1300 Request & Site Data •Request to amend Section 35.7.15.7-A.1.c & Section 35.7.15.7-A.2 of the Rayzor Ranch Overlay (RRO) District Standards •Currently up to 1,800 multifamily units permitted within the RRO South Campus •Request would allow for the construction of up 2,000 multifamily units within the RRO South Campus •As part of this request, the applicant proposes further clarification regarding the areas where multifamily is permitted within the RRO South Campus •No rezoning or land use changes are proposed as part of this request 2File ID Z22-0004b9/20/2022 1301 General Approval Criteria for All Applications (Sec. 2.4.5.E) 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 Zoning Criteria for Approval (Sec 2.7.2.D) 1.The proposed rezoning is consistent with the Future Land Use Map designation. 2.The proposed rezoning is consistent with relevant Small Area Plan(s). 3.The proposed rezoning is consistent with the purpose statement of the proposed zoning district, as provided in Subchapter 3, Zoning Districts. 4.There have been or will be significant changes in the area to warrant a zoning change. 5.The intensity of development in the new zoning district is not expected to create significantly adverse impacts to surrounding properties or the neighborhood. 6.Public facilities and services are available to adequately serve the subject property while maintaining adequate level of service to existing development. 7.There was an error in establishing the current zoning district. Criteria for Approval, DDC Subchapter 2 Summary: ✓The RRO District Ordinances do not establish criteria for approval for overlay district amendments, and the 2002 DDC, which is applicable to the RRO, did not contain criteria for approval specific to overlay amendments. The request was analyzed using the criteria for approval in Subchapter 2 of the 2019 DDC ✓Regional Mixed Use FLUM Designation –intended for developments proposing residential, commercial, office, entertainment, and other uses except industrial, at the highest levels of scale and density within the City. ✓Multifamily development plans require a minimum of 7% parking area landscape coverage, a minimum of 15% parking area tree canopy coverage, and a 15-foot-wide landscape screening buffer around parking areas. All site plans for multifamily developments are to be reviewed by staff subject to the 2002 DDC and RRO Ordinances, and receive final approval from the Planning and Zoning Commission ✓The proposed amendment would add to the market response to the local demand for diverse housing options. 3File ID Z22-0004b9/20/2022 1302 Public Outreach •Newspaper Posting: August 28, 2022 •Website Posting: August 24, 2022 •Property Sign Posted: September 2, 2022 •Mailed Notices: 200 ft. Public Notices mailed: 67 500 ft. Courtesy Notices mailed: 181 •Responses: In Opposition: 0 In Favor: 1 Neutral: 0 4File ID Z22-0004b9/20/2022 1303 Recommendation Staff recommends approval of the requested rezoning as it complies with the criteria in Sections 2.4.5.E and 2.7.2.D of the Denton Development Code (DDC). On September 14, 2022, the Planning and Zoning Commission recommended approval [6-0]. 5File ID Z22-0004b9/20/2022 1304 QUESTIONS? 6 Mia Hines Associate Planner Planning & Development Services File ID Z22-0004b9/20/2022 1305 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:Z22-0009b,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 2 (R2)District to Heavy Industrial (HI)District on approximately 10.002 acres of land located approximately 407.7 feet east of N Western Blvd.and 1,466 feet north of Jim Christal Rd.,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 [5-0]to recommend approval of the request. (Z22-0009b, Project Cowboy, Angie Manglaris) City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1306 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: David Gaines DATE: September 20, 2022 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 2 (R2) District to Heavy Industrial (HI) District on approximately 10.002 acres of land located approximately 407.7 feet east of N Western Blvd. and 1,466 feet north of Jim Christal Rd., 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 [5-0] to recommend approval of the request. (Z22-0009b, Project Cowboy, Angie Manglaris) https://dentontx.new.swagit.com/videos/178633?ts=12259 BACKGROUND The applicant, Ironwood Realty Partners, on behalf of the property owner, Rayzor Investments, LTD., is requesting to rezone a 10.002-acre tract from Residential 2 (R2) District to Heavy Industrial (HI) District. The proposal would align the zoning of the subject tract with the HI Zoning of adjacent parcels situated northeast of the intersection of N. Western Boulevard and Jim Christal Road for the development of an industrial warehouse and associated fleet parking. If approved, the site could be developed with any use permitted under the HI District (see Exhibit 7). A full Staff Analysis is provided in Exhibit 2. PLANNING AND ZONING COMMISSION On August 10, 2022, the Planning and Zoning Commission held a public hearing and recommended approval of the zoning change request [5-0]. There was no discussion amongst the Commission regarding the request. No members of the public spoke in favor of nor in opposition to the request. OPTIONS 1. Recommend Approval 2. Recommend Denial 3. Postpone Item. RECOMMENDATION The Planning and Zoning Commission voted [5-0] to recommend approval of the zoning change 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. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1307 PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action October 1, 2019 City Council New Zoning Code and City-wide zoning district transition to R2 District Approval August 10, 2022 Planning and Zoning Commission Rezone from R2 to HI Recommended Approval PUBLIC OUTREACH: Six (6) notices were sent to property owners within 200 feet of the subject property and five (5) postcards were mailed to current residents within 500 feet of the subject property. As of the writing of this report, the City has received one (1) response in favor of the request. A notice was published in the Denton Record Chronicle on July 24, 2022, and September 3, 2022. A notice was published on the City’s website on July 21, 2022, and September 1, 2022. One sign was posted on the property on July 18, 2022. 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. Site Location Map 4. Existing Zoning Map 5. Proposed Zoning Map 6. Future Land Use Map 7. Comparison of Allowed Uses 8. Notification Map and Response 9. Draft Ordinance 10. Presentation Respectfully submitted: Tina Firgens, AICP Deputy Director of Development Services/Planning Director Prepared by: Angie Manglaris, AICP Senior Planner 1308 Planning Staff Analysis Z22-0009b/Project Cowboy City Council District #3 REQUEST: Request to rezone 10.002 acres from Residential 2 (R2) District to Heavy Industrial (HI) 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 subject property is being proposed for a rezoning from R2 District to HI District. The intent of the rezoning proposal is to align the zoning of the undeveloped 10.002-acre site with existing HI zoning to the west and south of the site, owned by the same entity, for future industrial development of approximately 138.6-acres located at the northeast intersection of N. Western Blvd. and Jim Christal Rd. The proposed development includes one 863,204 sq. ft. industrial building and associated fleet and employee parking on the subject site and adjacent larger tract combined. The site will be accessed from N. Western Blvd. and Jim Christal Rd. Per the City’s 2022 Mobility Plan, Jim Christal Rd. is classified as a Secondary Arterial and N. Western BLVD. is classified as a Primary Arterial. Adjacent existing and proposed development is predominantley industrial uses. The subject property to the north is currently vacant; however, civil engineering plans and building permits are currently under review by City staff for two industrial werehouses. The proposed rezoning is consistent with the emerging pattern of industrial zoning and uses that are present within the region generally located to the west of I-35 W and east of the Denton Enterprise Airport. 1309 SURROUNDING ZONING AND USES: Northwest: Zoning: HI District Use: Undeveloped North: Zoning: GO District Use: Undeveloped (Building Permit for West University Industrial under review) Northeast: Zoning: GO District Use: Undeveloped (Building Permit for West University Industrial under review) West: Zoning: HI District Use: Undeveloped/John Bradford 2H & 3H Gas Well SUBJECT PROPERTY East: Zoning: GO District Use: Undeveloped (Building Permit for West University Industrial under review) Southwest: Zoning: HI District Use: Undeveloped South: Zoning: HI District Use: Undeveloped Southeast: Zoning: HI 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. 1310 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 Denton 2040 Comprehensive Plan Future Land Use Map (FLUM), the subject property is designated as Industrial Commerce. This designation applies to areas where the predominant uses include light and heavy industrial uses, including manufacturing, assembly, fabrication and wholesaling. This designation is located primarily west of I-35W, near the Denton Municipal Airport. The proposed HI Zoning District is consistent with the Future Land Use Designation, as it primarily permits manufacturing and warehouse uses, but also permits some commercial and office uses which may be appropriate in areas of transition. Developments with buildings located within 250 feet of a highway, arterial, or collector roadway within the HI District are required to comply with the development standards of the Denton Development Code, Subchapter 7. Fiscal and Economic Vitality According to the Denton 2040 Comprehensive Plan, a strong and diverse economy is fundamental to achieving the vision of the 2040 Comprehensive Plan. As part of the City’s fiscal and economic vitality vision, the following goal was included: 3.1.1: Ensure adequate land for future economic growth, particularly in the non-residential future land use categories, including a sufficient buffer zone to adjacent protected land uses. The applicant has indicated that the purpose of the rezoning request is to facilitate the development of a new industrial use on the subject site and adjacent property combined. While that use cannot be guaranteed as part of the request, the applicant’s suggested use is consistent with the overall goals of the Comprehensive Plan to provide for a robust and diverse economy. 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, a detailed review of all required plat, engineering, tree preservation plans and building permit submittals is required prior to development. 5. Compliance with Other Applicable Regulations This proposed rezoning complies with all other applicable regulations. 1311 6. Consistent with Interlocal and Development Agreements There are no interlocal or development agreements for the subject site. 7. Minimizes Adverse Environmental Impacts The subject site does not contain any Environmentally Sensitive Areas (ESA) or FEMA Floodplain designations, although there is potential Riparian and Water Related ESA on adjacent properties to the south and east/northeast. No adverse environmental impacts are anticipated with this rezoning request, and potential impacts of the applicant’s larger proposed development will be reviewed with subsequent development applications. 8. Minimizes Adverse Impacts on surrounding Property The proposed rezoning is consistent with the surrounding industrial zoning and development patterns in the area. The subject property is adjacent to existing HI Zoning to the west and south and General Office (GO) to the north and east. The proposed rezoning would allow for the development of indoor and outdoor industrial, distribution, and manufacturing uses that would be complimentary to existing development in the area. Development of the site would require conformance with design standards within the DDC including screening, landscaping, and parking requirements. 9. Minimizes Adverse Fiscal Impacts This proposed rezoning is not anticipated to create adverse fiscal impacts. 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 to the northeast of the Jim Christal Rd. and N. Western Blvd. intersection. Jim Christal Rd. is classified as a Secondary Arterial and N. Western Blvd. is classified as a Primary Arterial. The developer has submitted a Traffic Impact Analysis, which is currently under review by staff. The TIA will indicate any needed improvements to surrounding roadway infrastructure to accommodate the additional trips generated by the use. Provides Adequate Public Services and Facilities The proposed rezoning is not anticipated to negatively impact public services and facilities. There are existing water and wastewater facilities along N. Western Blvd. and Jim Christal Rd., which may be extended when the property is developed. 13. Rational Phasing Plan This proposed rezoning does not have a phasing plan. 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 zoning of HI District is consistent with the Denton 2040 Comprehensive Plan and will permit the development of industrial and manufacturing uses, generally found to the west of I-35W and near the Denton Municipal Airport. 1312 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 3.4.1A, “The HI district is intended to provide locations suitable for development and operation of indoor and outdoor industrial, distribution, and manufacturing uses. The HI district applies to areas primarily west of Highway I- 35 W near the Denton Municipal Airport that supports the most intense industrial uses and may require access to major rail, truck, or aircraft shipping facilities. The HI District applies to areas that can accommodate the intensity of uses while also being sensitive to the adjacent built and natural context.” The proposed HI District in this location is consistent with the purpose statement, as the site is located to the west of I-35W, near the intersection of a Primary and Secondary Arterial and, with adequate access to appropriate shipping facilities. d. There have been or will be significant changes in the area to warrant a zoning change. In the last 5 years, the area generally west of the I-35W corridor has seen significant growth and development as properties within the area have developed in a manner consistent with the Future Land Use Plan (see Aerial maps below). As properties within this corridor continue to develop, the proposed rezoning would facilitate compatible development and be consistent with the intent that this area should develop as industrial and manufacturing uses. Further, since the subject property is currently surrounded by commercial and industrial zoning districts, a residential use consistent with the current zoning would be undesirable in this location. Aerial view, 2017 1313 e. The intensity of development in the new zoning district is not expected to create significantly adverse impacts to surrounding properties or the neighborhood. Transportation related to the proposal A Traffic Impact Analysis (TIA) based on the proposed industrial use for the subject property has been submitted by the applicant. The TIA will indicate any needed improvements to surrounding roadway infrastructure to accommodate the new use. 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 No additional perimeter street improvements would be required for the subject property since it has no frontage on a public street. Perimeter street improvements may be required for the larger development proposed to the south and west. f. Public facilities and services are available to adequately serve the subject property while maintaining adequate level of service to existing development. Schools Aerial view, 2022 1314 Since the applicant is proposing an industrial use, the request would not add students to schools within the attendance boundary. Water and Wastewater Public water and wastewater services are available to the site via nearby roadways. Nearest Fire Station The subject property is approximately 2.8 miles from Fire Station #5 (2230 W. Windsor Dr.), within the eight minute 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. The R2 District transitioned from the Neighborhood Residential 2 zoning established under the 2002 DDC. This residential zoning applied to the subject property and the adjacent land to the north and east, which was previously developed as a school. 1315 I 35 TOWNCEN T E R PVT 2 I-35 WR a mp I 35I-35SE RV I C E R D PUBLICALLEYOAK UNIVERSITY COLONI ALMARSHALLMASCH BRANCHTOWNCENTERPVT3AUGU STA THUNDERBIRD PRIV A TECRESTMEADOWGREENWAYS A V IL L JIM CHRISTAL P A N H ANDLECARRIAGETOWNCENTER P V T9MESAB A N D E R A LOSCOLINAS WESTVIEWLARIAT TOMCOLEENERGY SCHUYLER LOOKOUTGLEN GARDENI- 3 5 Ra mpTIESZEN HAMPTON CINDYSCRIPTUREWORTHINGTONWESTERN PRECISIONTOWNCENTERPVT1Z22-0009Site Location 0 770 1,540385Feet “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: 5/17/2022 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1316 1317 1318 I 35 TOWNCEN T E R PVT 2 I-35 WR a mp I 35I-35SE RV I C E R D PUBLICALLEYOAK UNIVERSITY COLONI ALMARSHALLMASCH BRANCHTOWNCENTERPVT3AUGU STA THUNDERBIRD PRIV A TECRESTMEADOWGREENWAYS A V IL L JIM CHRISTAL P A N H ANDLECARRIAGETOWNCENTER P V T9MESAB A N D E R A LOSCOLINAS WESTVIEWLARIAT TOMCOLEENERGY SCHUYLER LOOKOUTGLEN GARDENI- 3 5 Ra mpTIESZEN HAMPTON CINDYSCRIPTUREWORTHINGTONWESTERN PRECISIONTOWNCENTERPVT1Z22-0009Future Land Use Map 0 770 1,540385Feet “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: 5/17/2022 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE Future Land UseDesignation Low Residential Moderate Residential Regional Mixed Use Neighborhood / University Compatibility Area Light Industrial Industrial Commerce Government / Institutional 1319 Created: 2021-11-18 12:24:56 [EST] (Supp. No. 21) Page 1 of 5 5.2.3 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 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 1320 Created: 2021-11-18 12:24:56 [EST] (Supp. No. 21) Page 2 of 5 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+ P+ 5.3.5P Retail Sales Building Materials and Supply Store S P P P 1321 Created: 2021-11-18 12:24:56 [EST] (Supp. No. 21) Page 3 of 5 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 1322 Created: 2021-11-18 12:24:56 [EST] (Supp. No. 21) Page 4 of 5 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 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 1323 Created: 2021-11-18 12:24:56 [EST] (Supp. No. 21) Page 5 of 5 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 (Ord. No. DCA19-0012a, § 2(Exh. A), 11-5-2019; Ord. No. DCA19-0023a, § 2(Exh. A), 1-7-2020; Ord. No. DCA19- 0025a, § 2(Exh. A), 2-4-2020; Ord. No. DCA19-0027a, § 2(Exh. A), 2-4-2020; Ord. No. DCA20-0004, § 2, 10-20-2020) 1324 1325 1326 1327 DEPARTMENT OF DEVELOPMENT SERVICES Development Services Center – 215 W. Hickory Street – Denton, Texas 76201 voice: (940) 349-8541 www.cityofdenton.com Public Hearing Notification Sign Criteria and Affidavit A public hearing notification sign is a sign erected on the subject property to publicize a Future Land Use or Zoning Change request, a Specific Use Permit request, a Variance request, or a Historic Landmark Designation request. The number of signs and the placement of signs shall be determined at the time of First Review Comments for each specific request. It is the responsibility of the owner/project representative to contact Development Services Department to verify the number and location of signs needed. Sign Criteria: SIGN DESIGN Signs shall be three and a half (3 ½) feet wide by four (4) feet tall. (Please refer to attached sign exhibit.) The sign shall be constructed in accordance with the City’s design standards for public hearing notification signs. a. Two (2) sided, ten (10) millimeter Coroplast sign or other material of equivalent strength and durability. b. Lettering shall be placed on both sides of the sign. c. The letter font style shall be Trebuchet MS. The required font size is 230 (bold) for the sign heading and 180 for all but for the remainder of the sign. Of the smaller words on the sign, everything is bold with the exception of the number field, name field, request field, and the website address. (Please refer to attached sign exhibit.) d. Metal or wood posts shall be used. The sign shall comply with the layout and dimensions on the attached Public Hearing Notification Sign Specification sheet. PLACEMENT The sign shall be posted perpendicular to the property line, and visible and legible from adjacent rights-of- way, but except alleys, at a location(s) determined by staff. If the subject property is on more than one (1) right-of-way, one (1) sign shall be posted along each right- of-way for each 500 feet of linear street frontage of the property. Signs shall be located outside of the public right-of-way, and shall be a minimum of two (2) feet off the ground, unless otherwise directed by the Director of Development Services or designee. PROOF OF POSTING At least 10 days prior to the public hearing, the applicant shall submit an executed affidavit of proof of the posting (attached) and photographs of the installed sign to the Planning Project Manager. Failure to post the notification sign(s) and submit the affidavit and photographs will require that the public hearing item be withdrawn and re-noticed until the next public hearing date available. The property owner is responsible for maintaining the sign on the property throughout the entire public hearing process. If the sign is destroyed or removed from the property, the applicant is responsible for obtaining another sign and posting the sign on the property promptly. REMOVAL OF SIGNS The property owner or his/her representative must remove the sign within three (3) calendar days subsequent to the final decision by the approving body. 1328 CITY OF DENTON PUBLIC HEARING NOTIFICATION SIGN SPECIFICATIONS 3 ½ Feet 1329 5/17 PUBLIC HEARING NOTIFICATION SIGN AFFIDAVIT OF SIGN POSTING Project No. _________________________________________________ Date of Planning and Zoning Commission Meeting: _________________________________________ I hereby certify that I have posted or caused to be posted Public Hearing Notification sign(s) on the property subject to Project Name/Number____________________________________________________________, located at__________________________________________________________________________________ Said sign(s) have been obtained through a sign contractor of choice and meet the specifications as stated in the City of Denton Public Hearing Sign Criteria Sheet. Posting of said signs was accomplished on ____________________________, 20______. Said signs have been posted in a manner which provides an unobstructed view and which allows clear reading from the public right(s)of-way along_____________________________________________________________________. Said signs will be maintained on the property throughout the entire public hearing process and will be removed within three (3) calendar days subsequent to the final decision by the approving body. I further certify that this affidavit was filed with the Planning Department of the City of Denton within the time provisions specified in the City of Denton Public Hearing Sign Criteria Sheet. Executed this the _______________day of_____________________, 20____. ______________________________________________________ Signature of Applicant or Authorized Representative for Project No._________________ _______________________________________________________ Printed Name of Applicant or Authorized Representative for Project No.______________ STATE OF TEXAS COUNTY OF BEFORE ME, a Notary Public, on this______ day personally appeared (printed owner’s name) the above signed, who, under oath, stated the following: “I hereby certify that I am the owner, for the purposes of this application; that all information submitted herein is true and correct.” SUBSCRIBED AND SWORN TO before me, this the day of , 20 . _____________________________________________________ Notary Signature (seal) PLEASE NOTE: Failure to post the notification sign(s) on the property by the close of business (5 pm) on the tenth (10th) day prior to the Wednesday Planning and Zoning Commission public hearing shall result in the postponement of consideration by the Commission. STAFF USE ONLY: Date/Time submitted: ____________________________ Verified by: ______________________________ Z22-0009 August 10th, 2022 Cowboy Distribution/Z22-0009 4350 Jim Christal Road July 14th 22 Western Boulevard 18th July 22 Z22-0009 Z22-0009 Alex Camunez, P.E. Dallas 18 Alex Camunez 18 July 22 1330 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING A CHANGE IN THE ZONING DISTRICT AND USE CLASSIFICATION FROM RESIDENTIAL 2 (R2) DISTRICT TO HEAVY INDUSTRIAL (HI) DISTRICT ON APPROXIMATELY 10.002 ACRES OF LAND LOCATED APPROXIMATE/Y 407.7 FEET EAST OF N WESTERN BLVD. AND 1,466 FEET NORTH OF JIM CHRISTAL RD., 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. (Z22-0009b) WHEREAS, Ironwood Realty Partners has submitted a request to rezone approximately 10.002 acres of land from Residential 2 (R2) District to Heavy Industrial (HI) District, legally described in Exhibit “A”, attached hereto and incorporated herein by reference (hereinafter, the “Property”); and WHEREAS, on August 10, 2022, 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 (5-0) of the request; and WHEREAS, on September 20, 2022, 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 2040 Comprehensive Plan 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 for 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 to Heavy Industrial (HI) District. SECTION 3. The City’s official zoning map is hereby amended to show the established zoning district and use classification. 1331 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: ______ ______ ______ ______ Brandon Chase McGee, ______ ______ ______ ______ At Large Place 5: Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR 1332 Page 3 of 3 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND CITY ATTORNEY BY: _________________________________ Hilary Negron 2022.08.22 08:05:36 -05'00' 1333 Page 4 of 3 Exhibit A Legal Description 1334 Legal: ALL THAT CERTAIN lot, tract or parcel of land lying and being situated in the City of Denton, Denton County, Texas, and being a tract of land in the B.B.B. & C.R.R. COMPANY SURVEY, ABSTRACT NO. 192, and being a portion of that certain 50 acre tract conveyed to The Denton Preparatory School of Denton by deed recorded in Volume 469, Page 9, of the Denton County Deed Records and said portion being more fully described as follows: BEGINNING at an iron rod in place at a fence corner for the Southwest corner of said 50 acre tract, said point being also the Northwest corner of that certain tract described as being 39.999 acres conveyed to the Selwyn School by deed in Volume 576, Page 635, of said Deed Records; THENCE North 0° 23’ 25" West with the West line of said 50 acre tract, 726.25 feet to a point for corner from which an iron rod in a fence line bears South 88° 11’ 50" West, 0.13 foot; THENCE North 88° 11’ 50" East, 599.98 feet to an iron rod set for corner; THENCE South 0° 23’ 30" East, passing an iron rod in a fence line at 726.29 feet and continuing in all 726.43 feet to a point in the South line of said 50 acre tract and the North line of said Selwyn School 39.999 acre tract; THENCE South 88° 12’ 50" West with said South line of 50 acre tract and North line of Selwyn School 39.999 acre tract in and along said fence line, 600.0 feet to the Place of Beginning, and containing 10.0016 acres of land, more or less. 1335 Z22-0009b Angie Manglaris Senior Planner September 20, 2022 1336 Request & Site Data 29/20/2022 File ID: Z22-0009b •Rezoning 10.002 acres from Residential 2 (R2) District to Heavy Industrial (HI) District •Future Land Use designation of Industrial Commerce in Denton 2040 Comprehensive Plan •Approximately located 407.7 feet east of N. Western Blvd. (Primary Arterial), and 1, 466 feet north Jim Christal Rd. (Secondary Arterial). •Currently vacant and has not been previously developed. •Surrounded by HI to the south, west, and east; to the north is General Office (GO). 1337 Criteria for Approval, DDC Subchapter 2 39/20/2022 File ID: Z22-0009b General Approval Criteria for All Applications (Sec. 2.4.5.E) 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 Zoning Criteria for Approval (Sec 2.7.2.D) 1.The proposed rezoning is consistent with the Future Land Use Map designation. 2.The proposed rezoning is consistent with relevant Small Area Plan(s). 3.The proposed rezoning is consistent with the purpose statement of the proposed zoning district, as provided in Subchapter 3, Zoning Districts. 4.There have been or will be significant changes in the area to warrant a zoning change. 5.The intensity of development in the new zoning district is not expected to create significantly adverse impacts to surrounding properties or the neighborhood. 6.Public facilities and services are available to adequately serve the subject property while maintaining adequate level of service to existing development. 7.There was an error in establishing the current zoning district. Summary: ✓HI Zoning is consistent with the future land use plan as the subject property is designated as Industrial Commerce. In addition,the rezoning is consistent with adjacent developments and land uses in the area. ✓The purpose of the request is to align the zoning of the site with existing HI to the south, east, and west, owned by the same entity, for future industrial development. ✓As properties within this corridor continue to develop, the proposed rezoning would facilitate compatible development and be consistent with the intent that this area should develop as industrial and manufacturing uses. ✓The development shall comply with all DDC requirements including landscaping, site and building design and exterior lighting requirements. 1338 Public Outreach •Newspaper Posting: July 24 & September 3, 2022 •Website Posting: July 21 & September 1, 2022 •Property Sign Posted: July 18, 2022 •Mailed Notices: •200 ft. Public Notices mailed: 6 •500 ft. Courtesy Notices mailed: 5 •Responses: •In Opposition: 0 •In Favor: 1 •Neutral: 0 •Neighborhood meeting was not held 49/20/2022 File ID: Z22-0009b 1339 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:PD22-0001a,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 4 (R4) District to a Planned Development (PD) District on approximately 0.88 acres of land and from Highway Corridor (HC) District to a Planned Development (PD) District on approximately 2.52 acres of land totaling approximately 3.309 acres generally located north of the intersection of Willowwood Street and Jacqueline Drive, 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 [7-0] to approve the request. (PD22-0001a, The Reserves at Magnolia, Julie Wyatt) City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1340 City of Denton ______________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: David Gaines DATE: September 20, 2022 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 4 (R4) District to a Planned Development (PD) District on approximately 0.88 acres of land and from Highway Corridor (HC) District to a Planned Development (PD) District on approximately 2.52 acres of land totaling approximately 3.309 acres generally located north of the intersection of Willowwood Street and Jacqueline Drive, 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 [7-0] to approve the request. (PD22-0001a, The Reserves at Magnolia, Julie Wyatt) https://dentontx.new.swagit.com/videos/179483?ts=5455 BACKGROUND The request is a rezoning from Residential 4 (R4) and Highway Corridor (HC) Districts to Planned Development (PD) District to facilitate the development of 60 multifamily dwelling units. The site is situated between established single-family neighborhoods to the south and west and a commercial area adjacent to the I35E corridor. The commercial area developed with the initial construction of the highway (prior to 1964), and over time has resulted in tired and underperforming properties along the I35E frontage road near the Bernard Street and Willowwood Street intersection. Furthermore, the continued acquisition of property by TxDOT along the I35E corridor will result in smaller remainder properties thereby rendering these properties difficult to redevelop on their own. Under current zoning, the following residential uses can be developed: R4 District permits single- family detached dwellings by right, and townhomes and duplexes require approval of a Specific Use Permit (SUP); HC District requires approval of an SUP for multifamily dwellings. The proposed PD utilizes a Residential 7 (R7) base zoning and would permit multifamily dwellings by right. The proposed plan includes the following: City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1341 • One approximately 45-foot-tall building; • 92 vehicular parking spaces, which includes the permitted 25 percent reduction for affordable housing pursuant to Denton Development Code (DDC) Section 7.9.5E and the permitted 5 percent reduction for additional bicycle parking pursuant to DDC Section 7.9.5F; • Onsite amenities, including a tree preservation area improved with a pervious trail, playground, and fenced dog park; and • Enhanced landscaping surrounding the detention pond, including trees, shrubs, and landscape boulders. The proposed amendments to the DDC standards are outlined in Exhibit 6 and are summarized in the table below. For any standard not specified in the PD Regulations, the PD proposes that the R7 District would apply. Standard R7 District Proposed PD Development Standards Difference Permitted Uses (DDC Subchapter 5) Permitted uses are outlined in DDC Subchapter 5 and attached (Exhibit 8), including Multifamily Dwellings permitted with approval of a Specific Use Permit and all other residential uses; non- residential uses include Administrative, Professional, and Government Office, Community Service, Day Care, and Open Space The following principal uses shall be permitted by right: 1. Single-Family Detached Dwellings 2. Townhomes 3. Duplex, Triplex and Fourplex Dwellings 4. Multi-Family Dwellings 5. Elderly Housing 6. Accessory Uses in association with the general operations and/or maintenance of the above listed principal permitted uses. a. Professional and Administrative Offices b. Clubhouse and Community spaces c. Restaurant and Commercial Kitchen Service d. Bar, Tavern and Lounge e. Laundry Facility, Self- Service f. General Retail, less than 5,000 square feet The PD permits Multifamily Dwellings by right with some commercial uses as accessory to serve any developed residential use Landscaping (DDC 7.7.5) 30 points must be obtained using a combination of elements in DDC Table 7.E; Street trees must also be 25 points must be obtained using a combination of elements in DDC Table 7.E with two elements selected from Section A and one element from Section B; street trees may count toward Section A element selection 5 points reduction; however, due to site constraints and overall design, would not result in a 1342 provided along all rights of way reduction in overall landscaping Building Height (DDC 3.2.7) 40 feet 50 feet; Section 7.10.6.A, Building Height in Transition Areas is amended to allow for a maximum building height of 50 feet within 50 feet of the adjacent R-4 properties to the west of this PD. 10 feet increase overall and within the transition area Access (DDC 8.3.2.C1c) Two access points Section 8.3.2.C1c is amended to read, “At least one point of vehicular access into the proposed subdivision shall be provided and at least one point of future vehicular access shall be extended to the west property line in order to connect to an adjacent future planned public street or right-of-way. At such time when a future planned public street or right-of-way is extended through the adjacent property to the west, the subject property within this PD district shall obtain the necessary offsite easements and extend and connect the western vehicular access to said roadway within two years of the roadway being constructed. One access point provided with opportunity for future cross access Open space for recreation (DDC 7.10.4C) Minimum of eight percent of the land area as open space for the use and enjoyment of the development's occupants and users Must provide a minimum of (4) additional site amenities and may choose from the following list of approved active and passive amenities. Other amenities may be subject to approval at the discretion of the City of Denton Planning Staff. a. Dog Park that is fully enclosed and is intended for tenant owned dogs to run off-leash. Fenced area must include at least (1) form of seating, (1) waste station, and (1) form of watering bowl or spout. (Requires that the Subject property allows dogs) b. BBQ and Picnic Area – A paved picnic area which must include a minimum (1) table for every 50 units within the development. (Min. of 1 table must be ADA compliant). Must also include a minimum of (1) Enhanced to specific amenity requirements 1343 permanently installed grill for resident use. c. Playground – A minimum of 400 square feet of designated playground area. Area must include at least (1) piece of interactive equipment. d. Walking or Jogging Path – a paved or gravel path with a minimum of 500 linear feet. e. Sports Court or Gaming area – Horseshoe pit; putting green; shuffleboard court; tennis court; basketball court; Volleyball court, soccer field, baseball field; or similar exterior gaming area. f. Swimming Pool or Splash Pad/Water Feature area g. Enclosed community sun porch or covered community porch/patio h. A resident-run community garden i. Gazebo, covered pavilion or pergola with sitting area. (Seating must be provided) j. A butterfly garden along an accessible path. The PD Development Plan provided in Exhibit 7 reflects the intended layout for the development, which would include a maximum of 60 dwelling units, parking, and site amenities. A full Staff Analysis of the proposed Planned Development, including a further analysis of the proposed standards, is provided in Exhibit 2. PLANNING AND ZONING COMMISSION The Planning and Zoning Commission held a public hearing for the request at their August 24, 2022 meeting. City staff and the applicant made presentations regarding the land use analysis and the proposed multifamily dwelling use. One member of the Denia neighborhood spoke during the public hearing, indicating that she was unaware of the request and would like additional public outreach prior to the City Council meeting. At the close of the public hearing, the Planning and Zoning Commission encouraged the applicant to reach out to the Denia neighborhood again prior to the City Council meeting and voted (7-0) to recommend approval of the request. As a result of the discussion at the Planning and Zoning Commission meeting, the applicant scheduled an in-person neighborhood meeting for September 14th. Additionally, staff conducted 1344 further research regarding the small area plan for the Denia neighborhood which was approved on December 4, 2001 (R2001-071). The Denia plan includes the following Development Goal: “Protect the residential integrity of the neighborhood and encourage development that supports Denia’s identity as a residential neighborhood.” In order to achieve this goal, the plan includes the following Objective: “Encourage the expansion of neighborhood-oriented services and retail businesses along existing commercial and retail corridors (I-35E Access Road).” Under the small area plan, the subject property was recommended for commercial uses only— mixed-use development was not contemplated. However, since 2001, the City has adopted two updates to the Comprehensive Plan and two updates to the development regulations, and the currently adopted plans and code would take precedence over the 2001 area plan. In these updated policy and regulatory documents, the City has approved and reaffirmed that providing a mix of uses, including complementary higher-density housing, in commercial areas is a more desirable and sustainable development pattern. Furthermore, prior to the Covid-19 public health pandemic, the economic growth related to commercial uses in this region was strong, yet this vacant property did not develop thus raising the question of whether commercial uses is the most appropriate use for this site today. While the proposal does not strictly conform to the small area plan recommendations from twenty years ago, it is consistent with the City’s current comprehensive planning efforts and could create a catalyst to the redevelopment of the surrounding commercial properties. Additionally, the current market realities of today support the proposed development and not commercial uses given the existing surrounding underperforming commercial uses. OPTIONS 1. Approve 2. Deny 3. Postpone Item RECOMMENDATION The Planning and Zoning Commission recommended approval of the request (7-0). Staff recommended 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 2.7.3.D of the DDC for approval of a zoning change to PD District. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action January 14, 1969 City Council Commercial District and SF-7 Approved 1991 City Council Commercial District and SF-7 Approved 1345 2002 City Council Citywide rezoning to Community Mixed-Use General (CM-G) and Neighborhood Residential 4 (NR- 4) Approved October 2019 City Council Zoning transition from CM-G and NR-4 to HC and R4 Approved February 1, 2022 City Council Resolution of support for a 9% Housing Tax Credit application to the Texas Department of Housing and Community Affairs Approved August 24, 2022 Planning and Zoning Commission Rezoning from R4 and HC Districts to PD-R7 District Recommended Approval (7-0) PUBLIC OUTREACH: On August 5, 2022, forty-two (42) notices were sent to property owners within the City’s municipal boundary and 200 feet of the subject property. One hundred nineteen (119) courtesy notices were sent to physical and utility addresses both within the City’s municipal boundary and 500 feet of the subject property. As of the writing of this report, the City received one response in opposition to the request. A notice was published in the Denton Record Chronicle on September 3, 2022. A notice was published on the City’s website on September 6, 2022. Two (2) signs were posted on the property on August 12, 2022. The applicant held two virtual neighborhood meetings on May 11th and June 21st. There were no attendees at the May 11th meeting; one citizen logged into the June 21st meeting. Due to concerns related to neighborhood outreach discussed at the Planning and Zoning Commission meeting, the applicant held an in-person neighborhood meeting on September 14th. The applicant reported that three citizens attended the meeting and expressed concerns regarding traffic during construction, concern with the weight of construction trucks damaging roads, and feral cat colonies that may be displaced during the site redevelopment. DEVELOPER ENGAGEMENT DISCLOSURES No developer contact disclosures have been provided to staff from members of this body as of the issuance of this report. 1346 EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Site Location Map 4. Zoning Map 5. Future Land Use Map 6. PD Development Regulations 7. PD Development Plan 8. Permitted Use Comparison (R4, R7, and HC Districts) 9. Notification Map and Responses 10. Presentation 11. Draft Ordinance Respectfully submitted: Tina Firgens, AICP Deputy Director of Development Services/Planning Director Prepared by: Julie Wyatt Senior Planner 1347 Planning Staff Analysis PD22-0001a/The Reserves at Magnolia City Council District #3 REQUEST: Rezone approximately 3.309 acres from Residential 4 (R4) and Highway Corridor (HC) Districts to Planned Development (PD) District for a proposed multifamily development. SITE DATA: Located adjacent to Interstate 35 East (I35E), the undeveloped 3.309-acre site is irregularly shaped, spanning a heavily treed area between I35E and the nearby established neighborhoods located along Willowwood Street. The surrounding development includes low density, single-family residential dwellings, multifamily dwellings, and commercial uses. The general area’s street network includes a variety of roadway types: • Interstate 35 East: I35E is an interstate highway owned and maintained by TxDOT. Currently, it is constructed with travel lanes plus two-lane frontage roads; however, TxDOT has plans to expand the highway which will require the acquisition of additional right-of-way along the corridor. While a timeline for construction has not been established, preliminary schematics have identified the land acquisition needs, and TxDOT has begun purchasing property, including the subject site’s I35E frontage. Property surrounding the subject site has not been acquired, but drawings indicate that three residential structures to the north and portions of the commercial developments to the south will be removed to accommodate the future expansion. The subject site has approximately 250 feet of frontage along the future I35E frontage road. • Willowwood Street: Per the 2022 Mobility Plan, Willowwood Street is an existing Collector roadway. Typically, Collectors require 65 feet of right-of-way dedication and are constructed with two to four travel lanes and eight-foot-wide sidewalks on both sides of the road. Currently, Willowwood Street is constructed with two travel lanes and 4-foot- wide sidewalks along the north side of the road. There are no Capital Improvement Plans for a Willowwood Street expansion or sidewalk construction. • Oakwood Drive: Oakwood Drive is an existing residential street that serves the neighborhood to the northwest of the site. Currently, the pavement for Oakwood Drive dead-ends into the parking area for the religious facility located west of the site; however, the right-of-way turns 90 degrees and extends toward the south. When the vacant property to the west of the site develops, Oakwood Drive must be extended and connect to Willowwood Drive in accordance with 7.8.6C.2. Depending on the final alignment of Oakwood Drive, this may result in the subject property having frontage along Oakwood Drive on its southwestern side. SURROUNDING ZONING AND USES: Northwest: Zoning: R3 District Use: Single-family residential North: Zoning: None Use: TxDOT ROW Northeast: Zoning: HC District Use: Motel West: Zoning: R4 District Use: Religious Facility, Single-family residential, and undeveloped SUBJECT PROPERTY East: Zoning: HC District Use: Motel, Multi-family dwellings, Automotive Fuel Sales 1348 Southwest: Zoning: R4 District Use: Single-family residential South: Zoning: R4 and HC Districts Use: Single-family residential Southeast: Zoning: HC District Use: Motel, Multi-family dwellings, Automotive Fuel Sales 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 2.7.3.D of the DDC applies to this rezoning to PD 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 rezoning to PD requests. 2. Prior Approvals The City Council approved a resolution of support on February 1, 2022 to help facilitate the applicant’s pursuit of Housing Tax Credits for this project. However, this resolution did constitute an approval of the multi-family use or negate the need for the applicant to go through any necessary entitlement processes to permit the proposed use. 3. Consistent with the Comprehensive Plan and Other Applicable Plans The decision–making authority: a. Shall weigh competing goals, policies, and strategies. While the requested PD conforms to the Future Land Use Map, Infill, Housing, and Urban Design goals, the Focus Area Concept suggests that the proposal may be premature because the area could benefit from waiting for a larger scale (re)development project which could include the subject site and the adjacent commercial parcels. City staff discussed the project’s location with the applicant and requested they reach out to the surrounding property owners to acquire additional property or coordinate efforts. Unfortunately, their attempts were not successful. 1349 Ultimately, the proposal’s consistency with the majority of Denton 2040 Comprehensive Plan goals outweighed the “wait and see” approach. While Staff feels that the area could be better served in the long term by the cohesive redevelopment of many of the underperforming properties along the I-35E frontage road near the Bernard Street and Willowwood Street intersection, the applicant has applied for a rezoning that is generally consistent with the goals of the Comprehensive Plan and meets the other criteria for approval. That being said, it is appropriate for the Planning and Zoning Commission and City Council to consider the rezoning request on its own merits for its potential to either 1) serve as a catalyst for other desirable redevelopment in this area, or 2) present a barrier to such future redevelopment by limiting interconnectivity between the many smaller parcels in the area. Furthermore, the continued acquisition of property by TxDOT along the IH35E corridor will result in smaller remainder properties thereby rendering these properties difficult to redevelop on their own; assemblage of properties will be key to redevelopment and reinvestment in the area. 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. The Future Land Use Map (FLUM) designation for the subject property is Neighborhood Mixed-Use, which is intended for areas where the predominant use is residential, but with a mix of compatible housing types and densities along with local-serving, non-residential retail and service uses. Such use mixes are typically found near larger intersections within and around established neighborhoods in the city’s core that accommodate local services. Buildings should be appropriately scaled and have an intensity that complements the surrounding neighborhood and environment. The FLUM is organized to maintain consistency across the single-family residential area with the “Low Residential” designation while encouraging nearby commercial and higher density uses within areas designated as “Neighborhood Mixed Use” and “Community Mixed Use.” The request is consistent with the intent of the FLUM in both use and development scale. As a multifamily development, the proposal would provide an additional housing option in an established residential area at a density (18 dwellings per acre) that is consistent with the FLUM. Furthermore, the overall number of units is limited (60 dwellings), indicating that impacts related to intensity would be minimal, resulting in a compatible land use, scale, and form when looking at the nearby single-family neighborhoods. Neighborhood Mixed-Use Low Residential Community Mixed-Use 1350 Focus Area Concept The subject property is located within an area identified as a Center Focus Area on the Focus Area Concept Map (Figure 4.1). Per the Denton 2040 Comprehensive Plan, “The goal for identified Focus Areas is to create Area Plans that examine the areas to develop context-specific guidelines and land uses that go beyond the general recommendations of the Urban Design Principles.” At this time, there is not an adopted small area plan for the area; however, staff anticipates that the future TxDOT right-of-way acquisition and improvements will impact the adjacent commercial properties and their structures. This impact may necessitate further study and present opportunities for redevelopment to create a cohesive mixed-use center near Willowwood Street, Bernard Street, and I35E. The proposed PD may influence future redevelopment efforts, including potentially limiting connectivity and coordination among the parcels and uses, but at this time there is not an area plan for this focus area to which the proposal can be compared. Infill “Denton 2040 Comprehensive Plan highlights the community's desire to encourage infill development and redevelopment as a means to slow outward growth, create vibrancy in commercial districts, and reinvest in and stabilize certain districts and neighborhoods.” According to historical aerial photos, development of the nearby single-family neighborhoods began in the late 1940’s and early 1950’s. By 1964, I35E had been constructed and new commercial uses were locating along the corridor, including the adjacent motel. In the next decades, the surrounding residential and commercial developments grew and matured, but the subject site has remained undeveloped, leaving a gap in the neighborhood fabric. With the proposed PD, the property would be developed, meeting the following infill goals: • Sound Growth (Vision Statement): A compact development pattern which includes expanded areas of mixed use, a broad array of housing and retail choices responding to changing demographics and market preferences, and re-investment and infill in underutilized areas of the city. The proposed PD and associated residential use would activate an infill site that is served by existing public infrastructure, schools, and parks. • Goal LU-3: Types of residential products that could be suitable infill in single- family neighborhoods include well-designed townhomes, quad apartments, duplexes, and other types of low-moderate density housing which is potentially compatible within single-family neighborhoods. Aerial view, 1964 1351 At approximately 18 dwelling units per acre, the proposed PD would provide moderate-density housing on an infill lot near established single-family neighborhoods. The proposed Planned Development Plan depicts a compact building footprint to allow for larger setbacks from existing single-family dwellings to the south of the site, resulting in tree preservation, screening, and buffering that increase compatibility. Population Projections According to the Denton 2040 Comprehensive Plan, the City’s population is projected to increase from 139,869 residents in 2020 to 229,192 residents in 2040, requiring the addition of 37,094 total housing units (Table 1.2). Under current growth trends, this will result in 11,239 additional multifamily dwelling units. Therefore, the proposed development is consistent with the overall need for additional housing. Preferred Land Preservation Plan The site does not contain any Environmentally Sensitive Areas. Furthermore, the site plan is designed to maintain a large contiguous stand of trees along I35. Generally speaking, infill development such as this is consistent with the goals of the Preferred Land Preservation Plan as it does not contribute to development sprawl into more natural or environmentally sensitive areas around the City’s periphery. Housing Denton 2040 Comprehensive Plan acknowledges that, “With housing demand expected to increase over the next five years, providing diverse housing options in a variety of densities, styles, and price-points is critical to increasing the affordability of housing in Denton.” The proposed development is consistent with the housing goals within the City, including the following: • Goal HN-1: Develop and maintain a housing stock that meets the needs of all residents with a diverse array of choices in type, cost, and location. • Policy 7.2: Expand the availability of affordable housing choices for community members most in need of housing, including those with low incomes and special needs. Urban Design Principles (Table 4.1) The following are elements included in the proposed site and landscape design that meet the City’s urban design goals: • Connectivity-the proposal includes pedestrian pathways (both concrete and pervious) throughout the site to connect recreational amenities to the dwellings. The pathways are connected to the public sidewalk along Willowwood Street, orienting the site toward the existing residential neighborhood. A driveway stub-out provides a vehicular connection to the future Oakwood Street to the west at such time when Oakwood Street is extended southward. • Legibility-as a small, one-building multifamily development with well-defined paths, visitors and residents will be able determine how to move about the site through physical cues. • Building Scale and Orientation-site constraints and the nearby uses (single- family dwellings, commercial uses, highway) created unique challenges for building orientation, including the need for buffers to reduce visual impacts from existing uses and to minimize noise from the adjacent highway. Therefore, 1352 the proposed building is centered on the site, allowing the applicant to provide a minimum 80-foot setback with a landscape buffer to the existing single-family dwellings and maintain a tree preserve area adjacent to the highway. • Landscaping and Open Space-onsite amenities provide active and passive recreation for residents, and landscaping around the proposed detention pond defines the frontage along Willowwood, Street, creating an enhanced entrance into the development. 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 to Planned Development. The proposed Development Regulations provided in Exhibit 6 indicate an intent to develop in accordance with the 2019 DDC except for specific deviations outlined in the document, which are further summarized in the table in Exhibit 1. Compliance with these standards is applied at the level of detail required for the subject submittal. Compliance with the DDC has been analyzed at the level of detail necessary for a Planned Development. Other departments (Engineering, Solid Waste, Denton Municipal Electric, and Fire) reviewed the proposal for conceptual conformance with the design standards for public facilities and safety. Pending approval of this PD and the associated development plan (Exhibit 7), additional review for full compliance with the DDC will also take place at submittal of the plat, civil engineering plan, and building permit applications. 5. Compliance with Other Applicable Regulations The PD regulations document indicates that the development will comply with all provisions of the 2019 DDC other than those deviations proposed in Exhibit 6. The development will be required to comply with the DDC as well as the City’s criteria manuals for roadway, utility, and drainage improvements. 6. Consistent with Interlocal and Development Agreements There are no interlocal or development agreements applicable to the site. 7. Minimizes Adverse Environmental Impacts There are no Environmentally Sensitive Areas on the property, and the site must comply with the City’s requirements for storm water management and tree preservation during the platting and engineering plan review process. 8. Minimizes Adverse Impacts on Surrounding Property The proposed residential use is consistent with the area’s existing uses and would not introduce new or incompatible activities to the area. Additionally, the site’s design minimizes potential impacts for the nearby properties, including: • The building is set back a minimum of 80 feet from the abutting residential lots and 210 feet from Willowwood Street. These setbacks will reduce the visual impacts of the structure. • Landscaping, including trees, shrubs, and landscape boulders, around the proposed detention pond will create a “naturalized” passive open space along the right-of- way as a gateway into the development. 1353 • Tree preservation proposed along I35E will maintain the existing tree buffer between the highway and the neighborhood south of Willowwood Street. 9. Minimizes Adverse Fiscal Impacts A full fiscal impact analysis was not completed for this development. The developer would be required to provide the infrastructure necessary to support the development and pay impact fees in accordance with the City’s fee schedule. Compliance with Utility, Service, and Improvement Standards This proposed rezoning will not negatively affect utilities, services, or other improvements. Utilities and infrastructure will be extended as necessary to support this development. Provides Adequate Road Systems Internal driveways necessary to provide access to proposed dwellings would be provided as shown on the PD Development Plan. Provides Adequate Public Services and Facilities This proposed rezoning will not negatively affect public services and facilities. Adequate public services are available to serve the development. 13. Rational Phasing Plan No phasing is proposed. B. Section 2.7.3.D of the DDC states that an application for a rezoning to PD district may be approved based on the following conditions: a. Complies with the goals of the Comprehensive Plan. As was indicated above, the Future Land Use designation for the subject property is Neighborhood Mixed-Use. The development is generally consistent with the Comprehensive Plan’s goals. b. Complies with this DDC, except where modifications are expressly authorized through the PD zoning document, the PD development standards document, and in the PD development plan map. The proposed PD Regulations indicate an intent to comply with all aspects of the DDC other than those deviations expressly identified in the Exhibit 6. These proposed deviations are summarized in the table provided in Exhibit 1. c. Provides a greater level of building design quality, community amenities, and connectivity than would be required if the project were not being developed in the PD district. A portion of the site is zoned HC District, which permits multifamily dwellings with an approved Specific Use Permit and the following development standards: • Maximum building height of 100 feet with the limitation outlined in DDC 7.10.6: no structures within 50 feet of the abutting R4 District can exceed 40 feet in height and no structures between 50 and 100 feet of the abutting R4 District may exceed 65 feet. o The plans specify a building height of 45 feet, 4 inches, but the PD text proposes a maximum building height of 50 feet across the entire site. 1354 • Minimum landscaping of 30 percent of the lot area and minimum mature tree canopy of 30 percent of the lot area minus the building footprint. o The Development Plan Map includes a total landscaped area (including Open Space and Landscaped Area) of 57 percent/83,191square feet. o The Development Plan Map depicts 48 percent/69,334 square feet of new mature tree canopy plus a preserved contiguous tree stand. • Minimum open space of 8 percent for preservation and protection of natural areas and providing opportunities for passive and active recreation. o The Development Plan Map includes 27 percent/38,361 square feet of open space and includes a tree preservation area with trails, a tot lot, a picnic area, and a dog park. d. In the case of proposed residential development, that the development will promote compatible buildings and uses and that it will be compatible with the character of the surrounding areas. Property surrounding the subject site includes established single-family residential neighborhoods, mature commercial development, and multifamily dwellings. As a residential use, multifamily dwellings can be compatible with single-family dwellings, provided that the design accounts for potential impacts associated with larger structures and higher densities. In this instance, the subject property’s physical characteristics pose challenges for the design: three total acres, surrounded by existing development, irregularly shaped, and with limited frontage on the I35E corridor. The proposed Development Plan Map capitalizes on the site’s characteristics by situating the building in the widest part of the site to separate the taller building from nearby single-family dwellings, using the existing trees as natural buffer and screening along the highway, and designing the detention area as a site feature with enhanced landscaping. (continued on next page) 1355 Onsite amenities will provide for active and passive recreation for residents, and the limited number of units will reduce potential traffic impacts to the surrounding roadway network (19 morning peak hour trips, and 25 evening peak hour trips are expected). Further, the proposed PD would continue the existing residential development pattern on an infill lot that has remained undeveloped. Activating the lot with a multifamily use will contribute to the area’s housing options and provide additional density to support nearby commercial uses. e. In the case of proposed commercial, industrial, institutional, recreational and other non-residential uses or mixed-uses, that such development will be appropriate in area, location, and overall planning for the purpose intended. Any non-residential uses must be accessory to the multifamily use and will be private. f. The provisions of public facilities such as schools, fire protection, law enforcement, water, wastewater, streets, public services and parks are adequate to serve the anticipated population within the PD district. 1356 Schools The proposed development of 60 multifamily dwellings is expected to generate approximately 18 elementary school students, 7 middle school students, and 10 high school students based on Denton ISD’s student generation formulas. Currently the subject property is within the attendance zones for Borman Elementary School, McMath Middle School, and Denton High School. Nearest Fire Station The closest fire station to the subject property is Fire Station 3 at 1204 McCormack Street. The subject property is located approximately 0.75 mile from Fire Station 4 via McCormack Street and Willowwood Street and is within the eight minutes or less response time boundary. Water and Wastewater Public water and wastewater services are available to the site. No utility capacity issues have been identified that would affect the proposed development. Streets Transportation related to the proposal As part of the PD rezoning request, the applicant submitted a Trip Generation Report that has been reviewed by the City’s Transportation Engineers. According to the ITE’s Trip Generation Manual, 10th Edition, the proposal would generate 326 daily trips, with 19 morning peak hour trips, and 25 evening peak hour trips. The trips generated by the proposed use would not trigger review of a Traffic Impact Analysis and are not expected to create negative impacts to the surrounding street network. As part of the development of the site, the applicant will be required to dedicate right-of-way and construct the sidewalk along the north side of Willowwood Street in accordance with the Collector roadway standards. Roadway Impact Fees Roadway impact fees, paid at the time of development, are determined using a proportionality calculation based on the number of dwelling units and projected vehicle trips. These fees are used to make roadway system improvements related to the Mobility Plan. Parks Denia Park is within approximately a half-mile walking distance using existing sidewalks and designated crosswalks/barrier free ramps to the subject site, meeting the 10-minute walk to a park goal. In order to provide for adequate parks, all residential developments must provide the following: • Dedicated park land or fees paid in lieu of dedication. Dedication fees are assessed prior to the filing of the plat and based upon a formula whereby the City’s population is divided by the number of neighborhood and community park acres in the City to establish the number of residents per acre. The estimated park dedication required for the proposed development is 0.323 acres. • Park development fee. A park development fee for each multifamily dwelling is required with every building permit. 1357 PUBLIC ALLEYJACQUELINEMERCEDESWESTWOODMCCORMICKI-35EI-35E SERVICE RD WILLOWWOOD FORTWORTHMICHIAL OAKWOOD BERNARDACME LINDSEY NI-35ERamp LESLIEPD22-0001Site Location 0 200 400100Feet “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: 3/14/2022 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1358 PUBLIC ALLEYJACQUELINEMERCEDESWESTWOODMCCORMICKI-35E I-35ESERVICERD WILLOWWOOD FORTWORTHMICHIAL OAKWOOD BERNARDACME LINDSEY NI-35ERamp LESLIEPD-R4 R4 HC MN (S) MNR3 SC MR R7 PD22-0001Current Zoning Map 0 200 400100Feet “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: 3/14/2022 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 1359 LAUREL WILLOWWOOD FORTWORTHM CCORMICKI-35E I-35ESERVICERD EAGLE COLLINS GREENLEE KENDOLPHDAU GHERTY DUDLEY UNDERWOODAVEDAVE BAVE AHIGHLANDPARKWELCHLOCUSTCARROLLFANNIN IOOFP R I V A T EPUBLIC ALLEYNORTHT E XASROSELAWNKNIGHTRAZORBILL OAKWOOD YELLOWHAMMERTOUCANPARVIN ROOK BERNARDLINDSEY WILSHIRE CENTRALAPALISBLACKCAPMARGIE S I-35ERampELMPEAKBEATTYAVE CWESTRIDGE ACME MASSEYREDWINGMICHIALRUFFNEFFNORMAN INMAN WHIPPOORWILL CLEVELANDMEADOWJACQUELINEMERCEDESWESTWOODWIL LOWCRESTL OOPLESLIECOLLIERMYRTLENI-35ERamp PD22-0001Future Land Use Map 0 510 1,020255Feet “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 Designation Low Residential Downtown Denton Community Mixed Use Neighborhood Mixed Use Neighborhood / University Compatibility Area Industrial Commerce Government / Institutional Parks / Open Space µ Date: 8/31/2022 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1360 Exhibit B - The Reserves at Magnolia – Planned Development District (PD22-0001) Section 1. Purpose Statement The purpose of the proposed Planned Development (PD) is to focus on facilitating development of a variety of residential uses to provide for a transition area between the single-family residential uses to the west and the commercial development along the 1-35 corridor to the east and north. The regulations set forth in these development standards are for the PD District which consists of approximately 3.309 acres described in Exhibit A (the “Subject Property”). Section 2. Development Standards This PD shall follow the development standards as provided for in the R-7 Residential District of the 2019 Edition of the Denton Development Code (DDC). Uses allowed within this PD District shall be limited to only those uses listed in Section 2.1 below. Otherwise, all requirements of the DDC, as amended, shall apply except where modified herein. 2.1. Permitted Uses The following principal uses shall be permitted by right in this PD: 1. Single-Family Detached Dwellings 2. Townhomes 3. Duplex, Triplex and Fourplex Dwellings 4. Multi-Family Dwellings 5. Elderly Housing 6. Accessory Uses in association with the general operations and/or maintenance of the above listed principal permitted uses. a) Professional and Administrative Offices b) Clubhouse and Community spaces c) Restaurant and Commercial Kitchen Service d) Bar, Tavern and Lounge e) Laundry Facility, Self-Service f) General Retail, less than 5,000 square feet 2.2. Dimensional Standards Dimensional standards, per Table 3.2-G of the DDC required for the R-7 Zoning District apply to this development, except as amended in this Section. Amendments 1. Building Height Maximum has been amended to 50 feet maximum. 1361 The Reserves at Magnolia PD Standards Page 2 of 4 2.3 Design Requirements 2.3.1. Landscape Standards All requirements of DDC Subchapter 7.7, Landscaping, Screening, Buffering, and Fences shall apply to this PD, except where amended by this Section. Amendments 1. Table 7.D has been amended to require 25% minimum Landscaped Area and 45% Minimum Tree Canopy Cover. 2. Section 7.7.5.F.4a has been amended to read “All developments are required to provided a combination of landscaping elements from Table 7.E, totaling at least 25 points and meeting the minimum required percentage of landscape area and tree canopy.” 3. Section 7.7.5.F.4b has been amended to read “At least two elements must be selected from Section A, and at least 1 element must be selected from Section B in Table 7.E, except as noted below. The remaining points may be selected from Sections A, B or C.” 4. Table 7.E: Landscape Area Point System a. Section A. Right-of-Way Elements has been amended to add the following: i. At least one street tree per every 30 feet of linear street frontage, earning 5 points. b. Section B. Parking Lot Landscaping Elements has been amended to to reduce the minimum number of elements from two to one. 5. Section 7.7.7.D1 has been amended to read “At least one street tree is required for every 30 feet of street frontage. Street trees may be counted towards Table 7.E, Section A Right-of-Way Elements, earning 5 points for the Landscape Point System.” 2.3.2. Access and Circulation All requirements of DDC Subchapter 7.8, Access and Circulation shall apply to this PD, except where amended by this Section. Amendments 1. Section 7.8.9.C.4 Driveways and Access, General Standards, has been amended to read “Driveways shall align with existing driveways and streets on the opposite side of the street; however, driveway offsets may be allowed consistent with the attached Development Plan Map.” 2.3.3. Site and Building Design The standards in this Section of the PD shall replace all provisions in DDC Subchapter 7.10, Site and Building Design except where amended by this section Amendments 1. Section 7.10.4 Multi-family Site and Building Design is amended with the following: 1362 The Reserves at Magnolia PD Standards Page 3 of 4 a. Primary vertical building projections must have differentiating exterior building materials consistent with the attached building elevations. b. The primary entrance on the south elevation must be distinguished with a canopy or awning. c. At least 25% of wall area of the south-facing façade shall contain windows and doors d. At least 15% of wall area of all other facades shall contain windows and doors e. All flat roofs shall provide a decorative cornice. f. At least 15% of all windows must be finished with a canopy or awning. g. Wall sconces must be installed along the ground floor at regular intervals. h. The ground floor must be identifiable from the upper floors with a horizontal element and differentiating exterior building materials consistent with the attached building elevations. 2. Section 7.10.4B.3, Location of Trash Storage and Mechanical Equipment is amended to read: Trash Storage areas, mechanical equipment, and similar areas shall not be visible from public view, or from a public street or right-of-way. 3. Section 7.10.6.A, Building Height in Transition Areas is amended to allow for a maximum building height of 50 feet within 50 feet of the adjacent R-4 properties to the west of this PD. 2.3.4 Subdivision Design All requirements of DDC Subchapter 8.3. Subdivision Design shall apply to this PD, except where amended by this Section. Amendments 1. Section 8.3.2.C1c, is amended to read, “At least one point of vehicular access into the proposed subdivision shall be provided and at least one point of future vehicular access shall be extended to the west property line in order to connect to an adjacent future planned public street or right-of-way. At such time when a future planned public street or right-of-way is extended through the adjacent property to the west, the subject property within this PD district shall obtain the necessary offsite easements and extend and connect the western vehicular access to said roadway within two years of the roadway being constructed.” Section 3: Improvements 3.3 Site Amenities The subject property is required to provide a minimum of (4) additional site amenities and may choose from the following list of approved active and passive amenities. Other amenities may be subject to approval at the discretion of the City of Denton Planning Staff. a. Dog Park that is fully enclosed and is intended for tenant owned dogs to run off-leash. Fenced area must include at least (1) form of seating, (1) waste station, and (1) form of watering bowl or spout. (Requires that the Subject property allows dogs) 1363 The Reserves at Magnolia PD Standards Page 4 of 4 b. BBQ and Picnic Area – A paved picnic area which must include a minimum (1) table for every 50 units within the development. (Min. of 1 table must be ADA compliant). Must also include a minimum of (1) permanently installed grill for resident use. c. Playground – A minimum of 400 square feet of designated playground area. Area must include at least (1) piece of interactive equipment. d. Walking or Jogging Path – a paved or gravel path with a minimum of 500 linear feet. e. Sports Court or Gaming area – Horseshoe pit; putting green; shuffleboard court; tennis court; basketball court; Volleyball court, soccer field, baseball field; or similar exterior gaming area. f. Swimming Pool or Splash Pad/Water Feature area g. Enclosed community sun porch or covered community porch/patio h. A resident-run community garden i. Gazebo, covered pavilion or pergola with sitting area. (Seating must be provided) j. A butterfly garden along an accessible path. 1364 APARTMENT BUILDING A1.1NEW APARTMENT COMPLEXDRAWI N G PRELI MI N A R YTEXASTHE RESERVES at MAGNOLIADENTON,Architects Planners DesignersJONES GILLAM RENZ SITE PLANARCHITECTURAL STORM WATER RETENTION ZONING NOTES FLOOD PLAIN PARKING SUMMARY LOT COVERAGE TRASH ENCLOSURE PLAN TRASH ENCLOSURE ELEVATION 1365 6'' SS6'' SSFWW8'' W8'' W8'' W8'' W8'' WT P M M T ABCABCABCABCABCABCABCABCABC ABCABC ABC UGE UGE UGE UGEUGEEX-6'' SSEX-6'' SSEX-8'' WEX-8'' WEX-6'' SS EX-6'' SS EX-8'' W EX-8'' WEX-6'' SS EX-6'' SS EX-6'' SS EX-6'' SS EX-6'' SS EX-6'' SS EX-8'' W EX-8'' W EX-8'' W EX-8'' W EX-8'' W EX-8'' W PLOTTED BY: DAELAND ANGLE DATE: 8/3/2022 10:12 AM PATH: \\mma-fs\MMA Projects\3597-00-01\200 Planning & Zoning\202 Preliminary Concept Site Planning\Planned Development\PD Site Layout Exhibit.dwgSITE PLAN PD22-0001 THE RESERVES AT MAGNOLIA DENTON, TEXAS EX-W EX-SS SS SS W T P M 1366 EX-6'' SS EX-6'' SSEX-8'' W EX-8'' W EX-6'' SSEX-6'' SSEX-6'' SSEX-8'' WEX-8'' WEX-8'' WEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-8'' WEX-8'' WEX-8'' WEX-8'' WEX-8'' WEX-8'' WEX-8'' WEX-8'' W6'' SS6'' SS6'' SSFWW8'' W8'' W8'' W8'' W8'' W8'' W8'' WTPT0GRAPHIC SCALE(IN FEET)1 INCH = FEET30603030THE RESERVES AT MAGNOLIA DENTON, TEXAS P.O. BOX 28 COLLINSVILLE, TX 76233 972.800.06763' HT. EVERGREENSCREENSTREE TREESPARKING LOTISLANDS WITH TREESAT END CAPS (TYP.)6' TALL DOUBLESIDED WOOD FENCETHREE ORNAMENTALTREES / 25 LFTHREE ORNAMENTALTREES / 25 LFTHREE ORNAMENTALTREES / 25 LFONE LARGE TREEPER 30 LFONE LARGE TREEPER 30 LFSOD ONLY TO LIMITSOF DISTURBANCE6' TALL DOUBLESIDED WOODFENCE6' TALL DOUBLESIDED WOOD FENCE6' TALL DOUBLESIDED WOOD FENCE8/2/22HIOSTE M CCTTES A A ETSTAIREG 12OF97ETX RLD R E CAANDSEPANNOLDS.Y 10 GALLON SHRUBSFOR BUFFERYARDSCREENINGONE LARGE TREEPER 30 LFDOG PARKAMENITIES:WATER BOWLPET WASTE STATIONPET PLAY AREA4' HT. ORNAMENTALIRON DOG FENCINGAND GATELANDSCAPEBOULDERS(TYP.)TREE PRESERVATIONAREA TO BEUNDISTURBEDEXCEPT FORCLEARING OFUNDERBRUSHBUTTERFLYGARDEN10 GALLON SHRUBSFOR BUFFERYARDSCREENINGRAISED PLANTERSWITH SEASONALCOLOR CHANGEDTWICE A YEAR1367 1368 1369 1370 Created: 2021-11-18 12:24:56 [EST] (Supp. No. 21) Page 1 of 5 5.2.3 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 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 1371 Created: 2021-11-18 12:24:56 [EST] (Supp. No. 21) Page 2 of 5 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 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 1372 Created: 2021-11-18 12:24:56 [EST] (Supp. No. 21) Page 3 of 5 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 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 1373 Created: 2021-11-18 12:24:56 [EST] (Supp. No. 21) Page 4 of 5 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 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 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 1374 Created: 2021-11-18 12:24:56 [EST] (Supp. No. 21) Page 5 of 5 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 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 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 (Ord. No. DCA19-0012a, § 2(Exh. A), 11-5-2019; Ord. No. DCA19-0023a, § 2(Exh. A), 1-7-2020; Ord. No. DCA19- 0025a, § 2(Exh. A), 2-4-2020; Ord. No. DCA19-0027a, § 2(Exh. A), 2-4-2020; Ord. No. DCA20-0004, § 2, 10-20-2020) 1375 PUBLIC ALLEYJACQUELINEMERCEDESWESTWOODMCCORMICKI-35EI-35E SERVICE RD WILLOWWOOD FORTWORTHMICHIAL OAKWOOD BERNARDACME LINDSEY NI-35ERamp LESLIEPD22-0001Notification Map 0 200 400100Feet “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 200ft Buffer 500ft Buffer Date: 3/14/2022 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1376 PD22-0001 8/24/22 The Reserves at Magnolia / PD22-0001 1020 Willowwood St. August 12 22 Willowwood St. 12 August 22 PD22-0001 PD22-0001 State of Kansas, County of Johnson 1377 1378 1379 1380 1381 PD22-0001a The Reserves at Magnolia Julie Wyatt Senior Planner September 20, 2022 1382 Request & Site Data •PD with R7 base zoning for 60 multifamily dwellings •Irregular shape; situated between o Single-family dwellings o Commercial area developed with I35 (1964)→over time, tired and underperforming properties •TxDOT acquiring properties along the I35E corridor •Current HC zoning permits Multifamily Dwellings with an approved SUP 9/20/2022 File ID: PD22-0001a 2 9/20/2022 File ID: PD22-0001a 1383 Development Plan •45-foot-tall building centrally situated •Setbacks (approx. 80 feet) •Main entrance emphasis •Oriented toward established neighborhood •Vehicular access + 92 parking spaces TxDOT property 9/20/2022 File ID: PD22-0001a 3 1384 9/20/2022 •Onsite amenities: •Tree preservation area with pervious trail •Playground •Fenced dog park •Enhanced landscaping defines frontage, including trees, shrubs, and landscape boulders. •27% (38,361 sf) open space •48% (69,334 sf) new tree canopy File ID: PD22-0001a 4 Development Plan 1385 Approval Criteria 5File ID: PD22-0001a Summary: ✓Project is consistent with Denton 2040 Comprehensive Plan ✓Provides greater level of design quality ✓Compatible with surrounding area ✓Public facilities are adequate to serve development 9/20/2022 File ID: PD22-0001a 1386 Denton 2040 Comprehensive Plan FLUM: Neighborhood Mixed-Use: mix of housing types with local-serving retail and service Infill: •Current “gap” in neighborhood fabric •Provides additional housing choice utilizing existing infrastructure Housing: •Goal HN-1: …meet the needs of all residents with a diverse array of choices in type, cost, and location. •Policy 7.2: Expand the availability of affordable housing choices for community members most in need of housing Urban Design: •Connectivity: onsite pathways to public sidewalks •Legibility: one-building development with well-defined paths •Building Scale + Orientation: increased setbacks +tree preserve adjacent to highway •Landscaping + Open Space: active and passive recreation 6 Neighborhood Mixed-Use Low Residential Community Mixed-Use Industrial Commerce 9/20/2022 File ID: PD22-0001a File ID: PD22-0001a 1387 •Underperforming commercial properties along I35 •TxDOT acquisition will create smaller remainder properties → difficult to redevelop on their own •Staff considered long term redevelopment of surrounding + “left over” properties →asked applicant to reach out to other properties •Redevelopment vs. Affordable Housing Consider project potential to either 1)serve as a catalyst for cohesive redevelopment in this area, or 2)present a barrier to future redevelopment by limiting interconnectivity Ultimately, the proposal furthers other objectives in Comp Plan + design is compatible with surrounding property9/20/2022File ID: PD22-0001a 7 Denton 2040 Comprehensive Plan 1388 Provides adequate public facilities-Transportation + Parks 9/20/2022 Traffic: •326 trips during a 24-hour weekday AM peak - 19 trips; PM peak -25 trips •Willowwood: Collector Roadway Parks: •Denia Park within a half-mile walking distance using existing sidewalks and designated crosswalks/barrier free ramps School: •Borman Elementary within walking distance using existing sidewalks File ID: PD22-0001a 8 1389 Public Outreach •Newspaper Ad: September 3, 2022 •Property Posted: August 12, 2022 •Mailed Notices: 200 ft. Public Notices mailed: 42 500 ft. Courtesy Notices mailed: 119 •Responses: In Opposition: 1 In Favor: 0 Neutral: 0 •Three neighborhood meetings 9/20/2022 File ID: PD22-0001a 9 1390 Recommendation The Planning and Zoning Commission recommended approval of the request (7-0). 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 2.7.3.D of the DDC for approval of a zoning change to PD District. 9/20/2022 File ID: PD22-0001a 10 1391 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS REGARDING A CHANGE IN THE ZONING DISTRICT AND USE CLASSIFICATION FROM RESIDENTIAL 4 (R4) DISTRICT TO A PLANNED DEVELOPMENT (PD) DISTRICT ON APPROXIMATELY 0.88 ACRES OF LAND AND FROM HIGHWAY CORRIDOR (HC) DISTRICT TO A PLANNED DEVELOPMENT (PD) DISTRICT ON APPROXIMATELY 2.52 ACRES OF LAND TOTALING APPROXIMATELY 3.309 ACRES GENERALLY LOCATED NORTH OF THE INTERSECTION OF WILLOWWOOD STREET AND JACQUELINE DRIVE, 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. (PD22-0001A, THE RESERVES AT MAGNOLIA) WHEREAS, Andrea Taylor with MMA, Inc. applied on behalf of the property owner, RPS Ventures, Inc., for a zoning change from Residential 4 (R4) District and Highway Corridor (HC) District to a Planned Development (PD) District on approximately 3.309 acres of land, legally described in Exhibit “A” (hereinafter, the “Property”); and WHEREAS, on August 24, 2022, 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 (7-0) of the amendment; and WHEREAS, on September 20, 2022, 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 for a zoning change to Planned Development (PD) District set forth in Section 2.7.3 of the Denton Development Code, and is consistent with the Denton 2040 Comprehensive Plan 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 4 (R4) District and Highway Corridor (HC) District to a Planned Development (PD) District. The Development Standards for the Property are described in Exhibit “B” attached hereto and incorporated herein by reference, and the PD Development Plans depicting the 1392 Page 2 of 6 proposed development layout for the Property is provided in Exhibit “C” attached hereto and incorporated herein by reference. Development of the Property shall be in accordance with the Development Standards in Exhibit “B” and the Development Plans in Exhibit “C”. SECTION 3. The City’s official zoning map is hereby amended to show the change in the 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. 1393 Page 3 of 6 __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ Hilary Negron 2022.08.26 15:23:58 -05'00' 1394 Page 4 of 6 Exhibit A STATE OF TEXAS: CITY OF DENTON: COUNTY OF DENTON: LEGAL DESCRIPTION BEING A 3.309 ACRES PORTION OF LAND OUT OF THE A.N.B. TOMKINS SURVEY, BEING ALL OF THAT PORTION OF LAND DESCRIBED IN A DEED RECORDED IN DOCUMENT NUMBER 1994-021780 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS, (D.R.D.C.T.), AND A DEED RECORDED IN DOCUMENT NUMBER 1994- 0028678 D.R.D.C.T., LESS AND EXCEPT THAT PORTION OF LAND DESCRIBED IN A DEED TO THE TEXAS DEPARTMENT OF TRANSPORTATION, RECORDED IN DOCUMENT NUMBER 2014-67902 D.R.D.C.T., AND ALSO LESS AND EXCEPT THAT PORTION OF LAND CONVEYED TO K & H PROPERTY INC., DESCRIBED IN A DEED RECORDED IN DOCUMENT NUMBER 1997-42592 D.R.D.C.T., AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 1/2-INCH IRON ROD FOUND WITH ORANGE CAP STAMPED “KAZ”, SAID POINT BEING A POINT IN THE WESTERLY LINE OF SAID 3.309 ACRES PORTION OF LAND, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF A CALLED 0.8609 ACRES PORTION OF LAND OUT OF THE A.N.B. TOMKINS SURVEY, BEING LOT 16, PART OF LOTS 15 & 17, BLOCK D, AND LOTS 6 AND 7, BLOCK E OF THE W.J. BARNES ADDITION, ACCORDING TO THE PLAT THEREOF FILED IN VOLUME 2, PG. 65 OF THE PLAT RECORDS OF DENTON COUNTY, TEXAS (P.R.D.C.T.), AS CONVEYED TO IGLESIA SOBRE LA ROCA, DESCRIBED IN A DEED RECORDED AS DOCUMENT NUMBER 1988-60216 D.R.D.C.T., SAID POINT ALSO BEING THE NORTHEAST CORNER OF LOT 8R, BLOCK C OF SAID W.J. BARNES ADDITION ACCORDING TO A REPLAT, RECORDED IN DOCUMENT NUMBER 2014- 271 P.R.D.C.T., AS CONVEYED TO IGLESIA SOBRE LA ROCA, DESCRIBED IN A DEED RECORDED AS DOCUMENT NUMBER 2008-29684 D.R.D.C.T., SAID POINT ALSO BEING THE POINT OF BEGINNING; THENCE, SOUTH 89 DEGREES 24 MINUTES 06 SECONDS EAST A DISTANCE OF 123.33 FEET TO A 5/8-INCH IRON ROD SET WITH YELLOW CAP STAMPED “HANNA SURV PLS 6647”; THENCE, NORTH 00 DEGREES 39 MINUTES 58 SECONDS EAST, PASSING A 3/8-INCH IRON ROD FOUND AT A DISTANCE OF 299.50 FEET FOR THE NORTHEASTERLY CORNER OF SAID CALLED 0.8609 ACRES PORTION OF LAND AND THE SOUTHEAST CORNER OF LOT 3, BLOCK 3 OF THE S. RICHTER ADDITION, ACCORDING TO THE PLAT THEREOF, RECORDED IN CABINET “O”, PAGE 128 P.R.D.C.T. AS CONVEYED TO SCOTT RICHTER, DESCRIBED IN A DEED RECORDED AS DOCUMENT NUMBER 1395 Page 5 of 6 1998-117240 D.R.D.C.T. AND ORIGINALLY DESCRIBED IN A DEED RECORDED IN 1997-42592, AND CONTINUING A TOTAL DISTANCE OF 365.91 FEET TO AN TEXAS DEPARTMENT OF TRANSPORTATION ALUMINUM DISK MONUMENT FOUND, SAID POINT BEING THE MOST NORTHERLY CORNER OF SAID 3.309 ACRES PORTION OF LAND, SAID POINT ALSO BEING A POINT IN THE EASTERLY LINE OF SAID LOT 3, BLOCK 3 OF SAID S. RICHTER ADDITION, SAID POINT ALSO BEING A CORNER IN THE SOUTHWESTERLY LINE OF A CALLED 0.8208 ACRES PORTION OF LAND OUT OF THE A.N.B. TOMPKINS SURVEY, ABSTRACT NUMBER 1246, AS CONVEYED TO THE TEXAS DEPARTMENT OF TRANSPORTATION, DESCRIBED IN DOCUMENT NUMBER 2014-67902 D.R.D.C.T.; THENCE, FOLLOWING ALONG THE COMMON LINE OF SAID 3.309 ACRES PORTION OF LAND AND SAID 0.8208 ACRES PORTION OF LAND THE FOLLOWING COURSES: SOUTH 46 DEGREES 50 MINUTES 01 SECONDS EAST A DISTANCE OF 12.93 FEET TO A TEXAS DEPARTMENT OF TRANSPORTATION ALUMINUM DISK MONUMENT FOUND, SOUTH 53 DEGREES 00 MINUTES 31 SECONDS EAST A DISTANCE OF 238.36 FEET TO A 5/8-INCH IRON ROD SET WITH YELLOW CAP STAMPED “HANNA SURV PLS 6647”, SAID POINT BEING A CORNER IN THE EASTERLY LINE OF SAID 3.309 ACRES PORTION OF LAND, SAID POINT ALSO BEING THE MOST SOUTHERLY CORNER OF SAID 0.8208 ACRES PORTION OF LAND, SAID POINT ALSO BEING IN THE NORTHWESTERLY LINE OF A 1.578 ACRES PORTION OF LAND OUT OF THE A.N.B. TOMPKINS SURVEY, ABSTRACT NUMBER 1246, AS CONVEYED TO B & K HOSPITALITY INC, DESCRIBED IN A DEED RECORDED IN DOCUMENT NUMBER 2004-82383 D.R.D.C.T.; THENCE, LEAVING SAID COMMON LINE OF SAID 3.309 ACRES PORTION OF LAND AND SAID 0.8208 ACRES PORTION OF LAND, AND FOLLOWING ALONG THE COMMON LINE OF SAID 3.309 ACRES PORTION OF LAND AND SAID 1.578 ACRES PORTION OF LAND THE FOLLOWING COURSES: SOUTH 42 DEGREES 13 MINUTES 52 SECONDS WEST A DISTANCE OF 39.05 FEET TO A 1/2-INCH IRON ROD FOUND, SOUTH 08 DEGREES 34 MINUTES 24 SECONDS EAST A DISTANCE OF 152.57 FEET TO A 1/2-INCH IRON ROD FOUND, SOUTH 40 DEGREES 24 MINUTES 48 SECONDS WEST A DISTANCE OF 29.81 FEET TO A 1/2-INCH IRON ROD FOUND, SOUTH 49 DEGREES 22 MINUTES 21 SECONDS EAST A DISTANCE OF 154.00 FEET TO A 1/2-INCH IRON ROD FOUND, SOUTH 40 DEGREES 25 MINUTES 41 SECONDS WEST A DISTANCE OF 16.11 FEET TO A 1/2-INCH IRON ROD FOUND, SOUTH 49 DEGREES 37 MINUTES 16 SECONDS EAST A DISTANCE OF 37.57 FEET TO A 1/2-INCH IRON ROD FOUND, SAID POINT BEING A CORNER IN THE EASTERLY LINE OF SAID 3.309 ACRES PORTION OF LAND, SAID POINT ALSO BEING THE MOST SOUTHERLY CORNER OF SAID 1.578 ACRES PORTION OF LAND, SAID POINT ALSO BEING A POINT IN THE WESTERLY LINE OF A 1.6399 ACRES PORTION OF LAND OUT OF THE A.N.B. TOMPKINS SURVEY, ABSTRACT NUMBER 1246, AS CONVEYED 1396 Page 6 of 6 TO SYKES-VAUGHAN INVESTMENTS, LLC, DESCRIBED IN A DEED OF TRUST RECORDED IN 2020-23362 D.R.D.C.T.; THENCE, LEAVING SAID COMMON LINE OF SAID 3.309 ACRES PORTION OF LAND AND SAID 1.578 ACRES PORTION OF LAND, AND FOLLOWING ALONG THE COMMON LINE OF SAID 3.309 ACRES PORTION OF LAND AND SAID 1.6399 ACRES PORTION OF LAND SOUTH 00 DEGREES 21 MINUTES 32 SECONDS WEST A DISTANCE OF 55.67 FEET TO A 5/8-INCH IRON ROD SET WITH YELLOW CAP STAMPED “HANNA SURV PLS 6647”, SAID POINT BEING THE SOUTHEAST CORNER OF SAID 3.309 ACRES PORTION OF LAND, SAID POINT ALSO BEING IN THE WESTERLY LINE OF SAID 1.6399 ACRES PORTION OF LAND, SAID POINT ALSO BEING THE NORTHEAST CORNER OF A 0.2238 ACRES PORTION OF LAND OUT OF THE A.N.B. TOMPKINS SURVEY, ABSTRACT NUMBER 1246, PURPORTEDLY OWNED BY LIMS ASSET MANAGEMENT LLC, AS SHOWN ON THE DENTON COUNTY TAX ASSESSOR'S ONLINE MAP; THENCE, LEAVING SAID COMMON LINE OF SAID 3.309 ACRES PORTION OF LAND AND SAID 1.6399 ACRES PORTION OF LAND, NORTH 89 DEGREES 53 MINUTES 24 SECONDS WEST A DISTANCE OF 316.20 FEET TO A 5/8-INCH IRON ROD FOUND, SAID POINT BEING THE NORTHWEST CORNER OF A 0.1721 ACRES PORTION OF LAND OUT OF THE A.N.B. TOMPKINS SURVEY, ABSTRACT NUMBER 1246 AS CONVEYED TO CARSON C AND AMANDA M CAGLE, DESCRIBED IN A DEED RECORDED AS DOCUMENT NUMBER 2011-28732 D.R.D.C.T.; THENCE, FOLLOWING ALONG THE COMMON LINE OF SAID 3.309 ACRES PORTION OF LAND AND SAID 0.1721 ACRES PORTION OF LAND, SOUTH 00 DEGREES 51 MINUTES 21 SECONDS WEST A DISTANCE OF 125.14 FEET TO A 5/8-INCH IRON ROD FOUND, SAID POINT BEING A CORNER IN THE SOUTH LINE OF SAID 3.309 ACRES PORTION OF LAND, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF SAID 0.1721 ACRES PORTION OF LAND, SAID POINT ALSO BEING IN THE NORTHERLY RIGHT-OF-WAY LINE OF WILLOWWOOD STREET; THENCE, LEAVING SAID COMMON LINE OF SAID 3.309 ACRES PORTION OF LAND AND SAID 0.1721 ACRES PORTION OF LAND, AND FOLLOWING ALONG SAID NORTHERLY RIGHT-OF-WAY LINE OF WILLOWWOOD STREET, SOUTH 89 DEGREES 52 MINUTES 26 SECONDS WEST A DISTANCE OF 124.41 FEET TO A 1/2- INCH IRON ROD FOUND WITH ORANGE CAP STAMPED “KAZ”, SAID POINT BEING THE SOUTHWEST CORNER OF SAID 3.309 ACRES PORTION OF LAND, SAID POINT ALSO BEING IN SAID NORTHERLY RIGHT-OF-WAY OF WILLOWWOOD STREET, SAID POINT ALSO BEING THE SOUTHEAST CORNER OF SAID LOT 8R, BLOCK C; THENCE, LEAVING SAID NORTHERLY RIGHT-OF-WAY LINE OF WILLOWWOOD STREET AND FOLLOWING ALONG THE COMMON LINE OF SAID 3.309 ACRES PORTION OF LAND AND SAID LOT 8R, NORTH 00 DEGREES 35 MINUTES 54 SECONDS EAST A DISTANCE OF 307.52 FEET TO THE POINT OF BEGINNING, AND CONTAINING 144,126 SQUARE FEET OR 3.309 ACRES OF LAND, MORE OR LESS. 1397 )\LMFMX& 8LI6IWIVZIWEX1EKRSPMEƁ4PERRIH(IZIPSTQIRX(MWXVMGX 4( 7IGXMSR4YVTSWI7XEXIQIRX 8LITYVTSWISJXLITVSTSWIH4PERRIH(IZIPSTQIRX 4( MWXSJSGYWSRJEGMPMXEXMRKHIZIPSTQIRX SJEZEVMIX]SJVIWMHIRXMEPYWIWXSTVSZMHIJSVEXVERWMXMSREVIEFIX[IIRXLIWMRKPIJEQMP] VIWMHIRXMEPYWIWXSXLI[IWXERHXLIGSQQIVGMEPHIZIPSTQIRXEPSRKXLIGSVVMHSVXSXLI IEWXERHRSVXL 8LIVIKYPEXMSRWWIXJSVXLMRXLIWIHIZIPSTQIRXWXERHEVHWEVIJSVXLI4((MWXVMGX[LMGLGSRWMWXW SJETTVS\MQEXIP] EGVIWHIWGVMFIHMR)\LMFMX% XLIƈ7YFNIGX4VSTIVX]Ɖ 7IGXMSR(IZIPSTQIRX7XERHEVHW 8LMW4(WLEPPJSPPS[XLIHIZIPSTQIRXWXERHEVHWEWTVSZMHIHJSVMRXLI66IWMHIRXMEP(MWXVMGX SJXLI )HMXMSRSJXLI(IRXSR(IZIPSTQIRX'SHI ((' 9WIWEPPS[IH[MXLMRXLMW4( (MWXVMGXWLEPPFIPMQMXIHXSSRP]XLSWIYWIWPMWXIHMR7IGXMSRFIPS[3XLIV[MWIEPP VIUYMVIQIRXWSJXLI(('EWEQIRHIHWLEPPETTP]I\GITX[LIVIQSHMJMIHLIVIMR 4IVQMXXIH9WIW 8LIJSPPS[MRKTVMRGMTEPYWIWWLEPPFITIVQMXXIHF]VMKLXMRXLMW4( 7MRKPI*EQMP](IXEGLIH([IPPMRKW 8S[RLSQIW (YTPI\8VMTPI\ERH*SYVTPI\([IPPMRKW 1YPXM*EQMP]([IPPMRKW )PHIVP],SYWMRK %GGIWWSV]9WIWMREWWSGMEXMSR[MXLXLIKIRIVEPSTIVEXMSRWERHSVQEMRXIRERGISJXLI EFSZIPMWXIHTVMRGMTEPTIVQMXXIHYWIW E 4VSJIWWMSREPERH%HQMRMWXVEXMZI3JJMGIW F 'PYFLSYWIERH'SQQYRMX]WTEGIW G 6IWXEYVERXERH'SQQIVGMEP/MXGLIR7IVZMGI H &EV8EZIVRERH0SYRKI I 0EYRHV]*EGMPMX]7IPJ7IVZMGI J +IRIVEP6IXEMPPIWWXLERWUYEVIJIIX (MQIRWMSREP7XERHEVHW (MQIRWMSREPWXERHEVHWTIV8EFPI+SJXLI(('VIUYMVIHJSVXLI6>SRMRK(MWXVMGXETTP] XSXLMWHIZIPSTQIRXI\GITXEWEQIRHIHMRXLMW7IGXMSR %QIRHQIRXW &YMPHMRK,IMKLX1E\MQYQLEWFIIREQIRHIHXSJIIXQE\MQYQ 1398 8LI6IWIVZIWEX1EKRSPME 4(7XERHEVHW 4EKISJ (IWMKR6IUYMVIQIRXW 0ERHWGETI7XERHEVHW %PPVIUYMVIQIRXWSJ(('7YFGLETXIV0ERHWGETMRK7GVIIRMRK&YJJIVMRKERH*IRGIWWLEPP ETTP]XSXLMW4(I\GITX[LIVIEQIRHIHF]XLMW7IGXMSR %QIRHQIRXW 8EFPI(LEWFIIREQIRHIHXSVIUYMVI QMRMQYQ0ERHWGETIH%VIEERH 1MRMQYQ8VII'ERST]'SZIV 7IGXMSR*ELEWFIIREQIRHIHXSVIEHƈ%PPHIZIPSTQIRXWEVIVIUYMVIHXS TVSZMHIHEGSQFMREXMSRSJPERHWGETMRKIPIQIRXWJVSQ8EFPI)XSXEPMRKEXPIEWX TSMRXWERHQIIXMRKXLIQMRMQYQVIUYMVIHTIVGIRXEKISJPERHWGETIEVIEERHXVII GERST]Ɖ 7IGXMSR*FLEWFIIREQIRHIHXSVIEHƈ%XPIEWXX[SIPIQIRXWQYWXFI WIPIGXIHJVSQ7IGXMSR%ERHEXPIEWXIPIQIRXQYWXFIWIPIGXIHJVSQ7IGXMSR&MR 8EFPI)I\GITXEWRSXIHFIPS[8LIVIQEMRMRKTSMRXWQE]FIWIPIGXIHJVSQ 7IGXMSRW%&SV'Ɖ 8EFPI) 0ERHWGETI%VIE4SMRX7]WXIQ E 7IGXMSR%6MKLXSJ;E])PIQIRXWLEWFIIREQIRHIHXSEHHXLIJSPPS[MRK M %XPIEWXSRIWXVIIXXVIITIVIZIV]JIIXSJPMRIEVWXVIIXJVSRXEKI IEVRMRKTSMRXW F 7IGXMSR&4EVOMRK0SX0ERHWGETMRK)PIQIRXWLEWFIIREQIRHIHXSXSVIHYGI XLIQMRMQYQRYQFIVSJIPIQIRXWJVSQX[SXSSRI 7IGXMSR(LEWFIIREQIRHIHXSVIEHƈ%XPIEWXSRIWXVIIXXVIIMWVIUYMVIHJSV IZIV]JIIXSJWXVIIXJVSRXEKI7XVIIXXVIIWQE]FIGSYRXIHXS[EVHW8EFPI) 7IGXMSR%6MKLXSJ;E])PIQIRXWIEVRMRKTSMRXWJSVXLI0ERHWGETI4SMRX7]WXIQƉ %GGIWWERH'MVGYPEXMSR %PPVIUYMVIQIRXWSJ(('7YFGLETXIV %GGIWWERH'MVGYPEXMSRWLEPPETTP]XSXLMW4(I\GITX [LIVIEQIRHIHF]XLMW7IGXMSR %QIRHQIRXW 7IGXMSR '(VMZI[E]WERH%GGIWW+IRIVEP7XERHEVHWLEWFIIREQIRHIHXS VIEHƈ(VMZI[E]WWLEPPEPMKR[MXLI\MWXMRKHVMZI[E]WERHWXVIIXWSRXLISTTSWMXIWMHI SJXLIWXVIIX LS[IZIVHVMZI[E]SJJWIXWQE]FIEPPS[IHGSRWMWXIRX[MXLXLIEXXEGLIH (IZIPSTQIRX4PER1ETƉ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ʢ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ƈ%XPIEWXSRITSMRXSJZILMGYPEVEGGIWWMRXS XLITVSTSWIHWYFHMZMWMSRWLEPPFITVSZMHIHERHEXPIEWXSRITSMRXSJJYXYVIZILMGYPEV EGGIWWWLEPPFII\XIRHIHXSXLI[IWXTVSTIVX]PMRIMRSVHIVXSGSRRIGXXSEREHNEGIRX JYXYVITPERRIHTYFPMGWXVIIXSVVMKLXSJ[E] %XWYGLXMQI[LIREJYXYVITPERRIH TYFPMGWXVIIXSVVMKLXSJ[E]MWI\XIRHIHXLVSYKLXLIEHNEGIRXTVSTIVX]XSXLI[IWX XLIWYFNIGXTVSTIVX][MXLMRXLMW4(HMWXVMGXWLEPPSFXEMRXLIRIGIWWEV]SJJWMXI IEWIQIRXWERHI\XIRHERHGSRRIGXXLI[IWXIVRZILMGYPEVEGGIWWXSWEMHVSEH[E] [MXLMRX[S]IEVWSJXLIVSEH[E]FIMRKGSRWXVYGXIHƉ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Ɓ%TEZIHTMGRMGEVIE[LMGLQYWXMRGPYHIEQMRMQYQ XEFPIJSV IZIV]YRMXW[MXLMRXLIHIZIPSTQIRX 1MRSJXEFPIQYWXFI%(%GSQTPMERX 1YWX EPWSMRGPYHIEQMRMQYQSJ TIVQERIRXP]MRWXEPPIHKVMPPJSVVIWMHIRXYWI G 4PE]KVSYRHƁ%QMRMQYQSJWUYEVIJIIXSJHIWMKREXIHTPE]KVSYRHEVIE%VIEQYWX MRGPYHIEXPIEWX TMIGISJMRXIVEGXMZIIUYMTQIRX H ;EPOMRKSV.SKKMRK4EXLƁETEZIHSVKVEZIPTEXL[MXLEQMRMQYQSJPMRIEVJIIX I 7TSVXW'SYVXSV+EQMRKEVIEƁ,SVWIWLSITMX TYXXMRKKVIIR WLYJJPIFSEVHGSYVX XIRRMW GSYVX FEWOIXFEPPGSYVX :SPPI]FEPPGSYVXWSGGIVJMIPHFEWIFEPPJMIPH SVWMQMPEVI\XIVMSV KEQMRKEVIE J 7[MQQMRK4SSPSV7TPEWL4EH;EXIV*IEXYVIEVIE K )RGPSWIHGSQQYRMX]WYRTSVGLSVGSZIVIHGSQQYRMX]TSVGLTEXMS L %VIWMHIRXVYRGSQQYRMX]KEVHIR M +E^IFSGSZIVIHTEZMPMSRSVTIVKSPE[MXLWMXXMRKEVIE 7IEXMRKQYWXFITVSZMHIH N %FYXXIVJP]KEVHIREPSRKEREGGIWWMFPITEXL 1401 Exhibit C Development Plans 1402 1403 6'' SS6'' SSFWW 8'' W 8'' W 8'' W 8'' W 8'' WABCABCABCABCABCABCABCABCABC ABCABCABCUGEUGEUGEUGE UGE EX-6'' SSEX-6'' SSEX-8'' WEX-8'' WEX-6'' SSEX-6'' SSEX-8'' WEX-8'' WEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-8'' WEX-8'' WEX-8'' WEX-8'' WEX-8'' WEX-8'' WPLOTTED BY: DAELAND ANGLE DATE: 8/3/2022 10:12 AM PATH: \\mma-fs\MMA Projects\3597-00-01\200 Planning & Zoning\202 Preliminary Concept Site Planning\Planned Development\PD Site Layout Exhibit.dwgSITE PLANPD22-0001THE RESERVES AT MAGNOLIADENTON, TEXASEX-WEX-SSSSSSW1404 EX-6'' SSEX-6'' SSEX-8'' WEX-8'' WEX-6'' SSEX-6'' SSEX-6'' SSEX-8'' WEX-8'' WEX-8'' WEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-6'' SSEX-8'' WEX-8'' WEX-8'' WEX-8'' WEX-8'' WEX-8'' WEX-8'' WEX-8'' W6'' SS6'' SS6'' SS FW W 8'' W 8'' W 8'' W8'' W 8'' W 8'' W 8'' W 7370GRAPHIC SCALE(IN FEET)1 INCH = FEET30603030THE RESERVES ATMAGNOLIADENTON, TEXASP.O. BOX 28 COLLINSVILLE, TX 76233 972.800.06763' HT. EVERGREENSCREENSTREE TREESPARKING LOTISLANDS WITH TREESAT END CAPS (TYP.)6' TALL DOUBLESIDED WOOD FENCETHREE ORNAMENTALTREES / 25 LFTHREE ORNAMENTALTREES / 25 LFTHREE ORNAMENTALTREES / 25 LFONE LARGE TREEPER 30 LFONE LARGE TREEPER 30 LFSOD ONLY TO LIMITSOF DISTURBANCE6' TALL DOUBLESIDED WOODFENCE6' TALL DOUBLESIDED WOOD FENCE6' TALL DOUBLESIDED WOOD FENCE8/2/22HIO STEMCCTTE SAAETST AIREG12OF97ETXR LDRECAANDSEPA NNOLD S.Y10 GALLON SHRUBSFOR BUFFERYARDSCREENINGONE LARGE TREEPER 30 LFDOG PARKAMENITIES:WATER BOWLPET WASTE STATIONPET PLAY AREA4' HT. ORNAMENTALIRON DOG FENCINGAND GATELANDSCAPEBOULDERS(TYP.)TREE PRESERVATIONAREA TO BEUNDISTURBEDEXCEPT FORCLEARING OFUNDERBRUSHBUTTERFLYGARDEN10 GALLON SHRUBSFOR BUFFERYARDSCREENINGRAISED PLANTERSWITH SEASONALCOLOR CHANGEDTWICE A YEAR1405 1406 1407 1408 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:DCA22-0003a,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton,Texas amending the Denton Development Code,specifically amendments related to two new uses:Data Center,Modular and Data Center, Warehouse;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 [5-0]to recommend approval of the amendments. (DCA22-0003a, Data Center Code amendments, Ron Menguita) City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1409 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: David Gaines DATE: September 20, 2022 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas amending the Denton Development Code, specifically amendments related to two new uses: Data Center, Modular and Data Center, Warehouse; 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 [5-0] to recommend approval of the amendments. (DCA22-0003a, Data Center Code amendments, Ron Menguita) https://dentontx.new.swagit.com/videos/178633 BACKGROUND On April 8, 2022 and May 13, 2022, the Development Code Review Committee (DCRC) held discussions regarding proposed Code amendments related to Data Center uses. At their meeting on May 13, 2022, the DCRC recommended that the subject Code amendment be forwarded to the Planning and Zoning Commission for review and consideration. Refer to Exhibit 3 – Draft Ordinance for details of what amendments are being proposed. On August 17, 2021, a request to rezone city-owned property by the Denton Energy Center from Public Facilities District to Light Industrial District was approved by City Council to allow for a proposed data center warehouse use. The request was associated with a ground-lease and power purchase agreement between Denton Municipal Electric and a private third-party, securing additional revenues for the City of Denton. Although the proposed use of data center warehouse was not specifically listed in Table 5.2-A of the Denton Development Code (DDC), the Director determined that the appropriate use category and use type for the proposed use, as presented, was consistent with the existing “warehouse and wholesale facility” use. It was further determined that given the location and separation from any rights-of-way or adjacent properties, the associated development standards for this industrial use were sufficient to adequately mitigate any potential impacts to surrounding properties. The Director Determination provided was consistent with the process outlined in DDC Section 5.2.4, Classification of New and Unlisted Uses. Since then, staff from Development Services and Denton Municipal Electric have received additional interest from companies within the private technology sector regarding the development of similar “data centers” within the City of Denton. However, the proposed conceptual plans shared thus far include pod- like “data centers” that incorporate the use of storage containers or other pre-fabricated pods. Staff has determined that the use, when proposed as individual containers and/or pods not located within a building, is not consistent with the existing “warehouse and wholesale facility” use and additional standards are required to address potential negative impacts or nuisances to surrounding properties and the community. Furthermore, as staff learned more about the purpose and activities associated with a data center warehouse use, it became clear that the use is not consistent with the existing “warehouse and wholesale facility” use City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1410 defined in the DDC as, “A building or area for storage, wholesale, and/or distribution of goods and materials, supplies, and equipment that are manufactured or assembled off-site. This definition excludes the bulk storage of materials that are flammable or explosive or that create hazardous or commonly recognized offensive conditions. Accessory uses may include retail and office uses”. Per Section 5.2.4.C.2, if the determination of an appropriate use category and use type results in a finding that the use, structure, or activity will be a common use or would create confusion by remaining unlisted, the Director may initiate an application for a DDC text amendment pursuant to Subsection 2.7.4: Zoning Text Amendment, to revise Table 5.2-A: Table of Allowed Uses, accordingly. Therefore, staff proposes an amendment to the Denton Development Code to include two new data center uses and associated use- specific standards and minimum development requirements taking into consideration the form of the development, whether in a modular unit form (data center, modular) or an actual building (data center, warehouse). Specific amendments to the following sections are proposed: • Amend Table 5.2-A (Table of Allowed Uses) to include each use and identify the appropriate zoning districts. • Amend Subchapter 5.3.6 (Use-Specific Standards, Industrial Uses) to include use-specific standards for each use. • Amend Table 7.9-I (Minimum Required Off-Street Parking) to include each use and associated parking. • Amend Subchapter 9.2 (Definitions) to include definitions for Modular Data Center and Warehouse Data Center, and to update the definition of Electric Substation. Staff is proposing to update the definition of Electric Substation to clarify what is considered an electric substation. The current definition does not specify a voltage (kV = kilovolts or 1000 volts), therefore someone could interpret the definition that all electric equipment that steps down voltage (converting a higher voltage to a lower voltage) as an Electric Substation. The addition of the 60kV threshold is being used to clarify if a use is classified as an electrical distribution equipment or as an electric substation. The Denton Development Code currently defines Electric Substation as: A structure that is part of an electric generation, transmission, and distribution system which either: 1. Converts electric energy to a lesser voltage for the purpose of subregional or localized distribution; 2. Functions as a transition point from overhead to underground electric transmission lines; or 3. Acts as the point of convergence for two or more transmission lines. See Exhibit 2 for Staff Analysis. Planning and Zoning Commission On August 10, 2022, the Planning and Zoning Commission held a public hearing and considered the subject Code amendments. At the public hearing the Commission had only one question, and that was – will we see an increase in Data Centers with this Code amendment? Staff’s response was – yes, we have several interested parties currently talking with DME, pending this code amendment. No one from the public spoke on the item. 1411 PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action April 23, 2019 City Council Consider 2019 DDC Update Approved with an effective date of October 1, 2019 April 8, 2022 Development Code Review Committee Consider amendments related to a new use: Data Center Continued item for more discussion May 13, 2022 Development Code Review Committee Consider amendments related to a new use: Data Center DCRC directed staff to proceed with proposed amendments as presented to the P&Z and City Council August 10, 2022 Planning and Zoning Commission Consider Code amendments related to two new uses: Data Center, Modular and Data Center, Warehouse Recommended approval 5- 0 OPTIONS 1. Approve 2. Approve with conditions 3. Deny 4. Postpone Item RECOMMENDATION The Planning and Zoning Commission voted [5-0] to recommend approval of the amendments. Staff recommends approval of the amendments related to a new use: Data Center as the proposed amendments meet the established criteria for approval for Code Text Amendments as outlined in Section 2.7.4D of the DDC. EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Draft Ordinance 4. Presentation Respectfully submitted: Tina Firgens, AICP Deputy Director of Development Services/ Planning Director Prepared by: Karina Maldonado Transportation Planner Ron Menguita, AICP Principal Planner 1412 Staff Analysis DCA22-0003a/Data Center Code amendments REQUEST: Staff initiated Code amendments related to two new uses: Data Center, Modular and Data Center, Warehouse. RECOMMENDATION Staff recommends approval of the amendments related to a new use: Data Center as the proposed amendments meet the established criteria for approval for Code Text Amendments as outlined in Section 2.7.4D of the DDC. CONSIDERATIONS: Section 2.7.4D of the DDC states that an application for a DDC text amendment may be approved upon consideration of the following criteria as to whether and to what extent the proposed amendment: 1. Is consistent with the Comprehensive Plan, other adopted plans, and other city policies; The proposed Code amendments implement the following Comprehensive Plan action: 2.2.1 Utilize the Denton Development Code (DDC) to ensure that future development review applications are consistent with the Preferred Growth Concept Map, the Preferred Land Preservation Plan and the Future Land Use Map. 2. Does not conflict with other provisions of this DDC or other provisions in the Municipal Code of Ordinances; The proposed Code amendments do not conflict with any provisions of the DDC or Municipal Code of Ordinances. 3. Is necessary to address a demonstrated community need; This city-initiated zoning amendment to the Denton Development Code is necessary to address a demonstrated community need to establish two new uses. Based upon multiple inquiries related to developing data centers in the City of Denton, Staff proposes an amendment to the DDC to include two new data center uses and associated use-specific standards and minimum development requirements to ensure that this use is developed in appropriate locations with the screening and buffering needed to ensure compatibility with other surrounding land uses. In relation to this, Staff is also proposing to refine the definition of the Electric Substation to ensure it accurately describes the use and is not too broadly applied to supporting electric equipment or other related uses, 4. Is necessary to respond to a substantial change in conditions and/or policy; and Modular Data Center and Warehouse Data Center were uses not contemplated in 2019 when the DDC was updated, but within the last two years Development Services and DME Staff have seen a significant increase in the number of inquiries and Pre-Application Conference requests related to these uses. The City desires to amend the DDC to include the new uses and associated standards and minimum requirements. 5. Is consistent with the general purpose and intent of this DDC. 1413 The proposed Code amendments are consistent with the general purpose and intent of the DDC. 1414 Page 1 of 3 ORDINANCE NO. ___________________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING THE DENTON DEVELOPMENT CODE, SPECIFICALLY AMENDMENTS RELATED TO TWO NEW USES: DATA CENTER, MODULAR AND DATA CENTER, WAREHOUSE; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (DCA22-0003a) WHEREAS, pursuant to Ordinance No. DCA18-0009q, the City Council of the City of Denton adopted the newly revised 2019 Denton Development Code, the (“DDC”); and WHEREAS, the City desires to amend the Denton Development Code to include two new uses; Data Center, Modular and Data Center, Warehouse and associated use-specific standards and minimum development requirements; and WHEREAS, the amendments include the following: 1. Amend Table 5.2-A (Table of Allowed Uses) to include each use and identify the appropriate zoning districts. 2. Amend Subchapter 5.3.6 (Use-Specific Standards, Industrial Uses) to include use-specific standards for each use. 3. Amend Table 7.9-I (Minimum Required Off-Street Parking) to include each use and associated parking. 4. Amend Subchapter 9.2 (Definitions) to include definitions for Modular Data Center and Warehouse Data Center, and to update the definition of Electric Substation; and WHEREAS, on August 10, 2022, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, gave the requisite notices by publication, held due hearings and recommended approval [5 - 0] of the amendment to the Denton Development Code; and WHEREAS, on September 20, 2022, the City Council likewise conducted a public hearing in accordance with local and state law and the City Council hereby finds that the Code amendments related to a new use: Data Center are consistent with the City’s comprehensive plan, and federal, state, and local law are in best interests 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 and found to be true. SECTION 2. Subchapter 2 – Administration and Procedures of the DDC is amended as set forth “Exhibit A” which is attached and fully incorporated herein by reference. SECTION 3. 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 1415 Page 2 of 3 fine in 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 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. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Development Code, as amended, in effect when the offense was committed, and the former law is continued in effect for this purpose. 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: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, ______ ______ ______ ______ At Large Place 5: Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this, the _____ day of _____________, 2022. _______________________________________ GERARD HUDSPETH, MAYOR 1416 Page 3 of 3 ATTEST: ROSA RIOS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: Hilary Negron 2022.08.11 13:49:23 -05'00' 1417 Exhibit A Amend Table 5.2-A: Table of Allowed Uses of the Denton Development Code, by adding two new uses (data center, modular and data center, warehouse) as follows: 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 DATA CENTER Data Center, Modular S S S 5.3.6I Data Center, Warehouse S S S P P P P 5.3.6J Section 5.3.6I Data Center, Modular of the Denton Development Code is added to read as follows: 1. Modular structures, on-site electrical equipment, and any associated outdoor storage shall be opaquely screened from view of the public right-of-way and any adjacent residential use or zoning district utilizing any combination of the allowed fence and wall materials for industrial uses identified in Subsection 7.7.8. If non-opaque fence or wall materials are proposed, evergreen plant materials must be provided at appropriate intervals to make the screening opaque at planting. 2. Modular structures, on-site electrical equipment, and any associated outdoor storage area shall be setback no less than one-hundred (100) feet from an adjacent residential zoning district or an existing residential use, measured from the property line. 3. At least two elements from Table 7.E: Landscape Area Point System, Section A Right-of- way Elements shall be provided along all public rights-of-way, regardless of whether front parking or drive-aisles are proposed. 4. An environmental noise and vibration assessment is required with the initial application, prepared by a professional qualified in the area of noise mitigation, detailing how the proposed use complies with the maximum permissible noise levels described in number 5 below. The environmental noise and vibration assessment must: i. Identify operation noise impacts; ii. Provide documentation establishing the ambient noise level prior to installing any modular structures and on-site electrical equipment; 1418 iii. Detail how the impacts will be mitigated. In determining noise mitigation, specific site characteristics shall be considered, including but not limited to the following: a. Nature and proximity of adjacent development, location and type; b. Seasonal and prevailing weather patterns, including wind directions; c. Vegetative cover on or adjacent to the site; and d. Topography. iv. The applicant shall be responsible for verifying compliance with the environmental noise and vibration assessment noise mitigation measures after the installation. 5. Data center operations, including on-site electrical equipment, shall not cause any noise measuring more than sixty (60) dba on the A-weighting utilizing properly calibrated sound measuring instrumentation measured at the property line, or shall not cause an increase in the ambient noise level in the area more than 3 dba. 6. On-site Electric Substations shall comply with Section 7.13.7 Electric Substation Design of the Denton Development Code. Section 5.3.6J Data Center, Warehouse of the Denton Development Code is added to read as follows: 1. In the MR and SC Zoning Districts, the use shall be limited to a maximum of 55,000 square feet of gross floor area per lot. 2. Buildings shall comply with the design standards established in Section 7.10.5: Nonresidential and Mixed-Use Building Site and Building Design. 3. On-site electrical equipment and any associated outdoor storage shall be opaquely screened from view of the public right-of-way and any adjacent residential use or zoning district utilizing any combination of the allowed fence and wall materials for industrial uses identified in Subsection 7.7.8. If non-opaque fence or wall materials are proposed, evergreen plant materials must be provided at appropriate intervals to make the screening opaque at planting. 4. On-site electrical equipment, and any associated outdoor storage area shall be setback no less than one-hundred (100) feet from an adjacent residential zoning district or an existing residential use, measured from the property line. 5. An environmental noise and vibration assessment is required with the initial application, prepared by a professional qualified in the area of noise mitigation, detailing how the proposed use complies with the maximum permissible noise levels described in number 5 below. The environmental noise and vibration assessment must: 1419 i. Identify operation noise impacts; ii. Provide documentation establishing the ambient noise level prior to installing any modular structures and on-site electrical equipment; iii. Detail how the impacts will be mitigated. In determining noise mitigation, specific site characteristics shall be considered, including but not limited to the following: a. Nature and proximity of adjacent development, location and type; b. Seasonal and prevailing weather patterns, including wind directions; c. Vegetative cover on or adjacent to the site; and d. Topography. iv. The applicant shall be responsible for verifying compliance with the environmental noise and vibration assessment noise mitigation measures after the installation. 5. Data center operations, including on-site electrical equipment, shall not cause any noise measuring more than sixty (60) dba on the A-weighting utilizing properly calibrated sound measuring instrumentation measured at the property line, or shall not cause an increase in the ambient noise level in the area more than 3 dba. 6. On-site Electric Substations shall comply with Section 7.13.7 Electric Substation Design of the Denton Development Code. Amend Table 7.9-I: Minimum Required Off-Street Parking of the Denton Development Code, by adding two new uses (data center, modular and data center, warehouse) as follows: Table 7.9-I: Minimum Required Off-Street Parking DU = dwelling unit sq ft = square feet GFA = gross floor area Use Type Minimum Parking Requirement Industrial Uses DATA CENTER Data Center, Modular 1 space per employee on the largest shift Data Center, Warehouse 1 space per 3,500 sq ft GFA or Director Determination, see 7.9.4E.1 Amend Section 9.2 Definitions of the Denton Development Code, by adding two new definitions (data center, modular and data center, warehouse) and updating the existing definition of Electric Substation as follows: 1420 Data Center, Modular As a principal use, the long term (more than 24 hours) storage of specialized computing systems and hardware within a modular structure(s) including but not limited to pods, shipping containers, cargo containers, and similar storage containers that are used for the sole purpose of remote storing, gathering, processing, and/or analyzing large amounts of data information. Accessory uses may include office and/or electrical equipment for localized distribution. This definition excludes accessory storage of computer systems and hardware within or outside of an existing building, where the primary use is residential, commercial, or institutional in nature. Data Center, Warehouse As a principal use, a building or buildings intended for large-scale storage of specialized computing systems and hardware that are used for the sole purpose of remote storing, gathering, processing, and/or analyzing large amounts of data information. Accessory uses may include office and/or electrical equipment for localized distribution on-site. Electric Substation An enclosed assemblage of equipment, e.g. switches, circuit breakers, busses, and transformers, under the control of qualified persons, through which electric energy is converted from a transmission voltage level (60 kV or higher) to a lower, distribution level (below 60 kV). 1421 DCA22-0003aData Center Code Amendments Ron Menguita Principal Planner September 20, 2022 1422 Data Center Code Amendments 29/20/2022 DCA22-0003a Background •Reasons for a Code amendment ✓Appropriate Use Category and Type for Data Center (Modular and Warehouse) ✓Use-Specific Standards ✓New and Updated Definitions •Coordination meetings with DME •DCRC Meetings -April 8 and May 13 Summary of Code Amendments •Amend Table 5.2-A (Table of Allowed Uses) •Amend Subchapter 5.3.6 (Use-Specific Standards, Industrial Uses) •Amend Table 7.9-I (Minimum Required Off-Street Parking) •Amend Subchapter 9.2 (Definitions) •Data Center, Modular •Data Center, Warehouse •Electric Substation 1423 Data Center -Modular 39/20/2022 DCA22-0003a As a principal use,the long term (more than 24 hours)storage of specialized computing systems and hardware within a modular structure(s)including but not limited to pods,shipping containers, cargo containers,and similar storage containers that are used for the sole purpose of remote storing,gathering,processing,and/or analyzing large amounts of data information.Accessory uses may include office and/or electrical equipment for localized distribution. This definition excludes accessory storage of computer systems and hardware within or outside of an existing building,where the primary use is residential,commercial,or institutional in nature. TABLE 5.2-A, INDUSTRIAL USES Storage and Warehousing RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF DATA CENTER, MODULAR NOT PERMITTED S+S+S+ Table 7.9-I, MINIMUM REQUIRED OFF-STREET PARKING DATA CENTER, MODULAR 1 space per employee on the largest shift 1424 Use-Specific Standards 49/20/2022 DCA22-0003a Data Centers, Modular 1.Modular Structures, On-site Electrical Equipment, and Outdoor Storage •Opaquely Screened •Setback 100-feet from adjacent residential zoning district or residential use 2.Two Right-of-way Landscape Elements 3.Environmental Noise and Vibration Assessment 4.Maximum Noise Level of 60 dba measured at the property line 5.Comply with Section 7.13.7 Electric Substation Design, if applicable 1425 Data Center -Warehouse 59/20/2022 DCA22-0003a As a principal use,a building or buildings intended for large- scale storage of specialized computing systems and hardware that are used for the sole purpose of remote storing, gathering,processing,and/or analyzing large amounts of data information.Accessory uses may include office and/or electrical equipment for localized distribution on-site. Table 7.9-I, MINIMUM REQUIRED OFF-STREET PARKING DATA CENTER, WAREHOUSE 1 space per 3,500 sq ft GFA or Director Determination, see 7.9.4E.1 TABLE 5.2-A, INDUSTRIAL USES Storage and Warehousing RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF DATA CENTER, WAREHOUSE NOT PERMITTED S+S+S+P+P+P+P+ 1426 Use-Specific Standards 69/20/2022 DCA22-0003a Data Center, Warehouse 1.Maximum 55,000 Square Feet in the MR and SC Zoning Districts 2.Site and Building Design Standards (Section 7.10.5) 3.On-site Electrical Equipment and Outdoor Storage •Opaquely Screened •Setback 100-feet from adjacent residential zoning district or residential use 4.Environmental Noise and Vibration Assessment 5.Maximum Noise Level of 60 dba measured at the property line 6.Comply with Section 7.13.7 Electric Substation Design, if applicable 1427 Recommendation 79/20/2022 DCA22-0003a The Planning and Zoning Commission voted [5-0] to recommend approval of the amendments. Staff recommends approval of the amendments related to a new use: Data Center as the proposed amendments meet the established criteria for approval for Code Text Amendments as outlined in Section 2.7.4D of the DDC. 1428 QUESTIONS? 89/20/2022 DCA22-0003a Ron Menguita Principal Planner Development Services 1429 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1653,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of (I) various permanent sanitary sewer easements, and (II) temporary construction easements generally located, near the intersection of Corbin Road and the east line of I-35W, then northeasterly to the west line of Bonnie Brae Road, situated in the W. Sajvis Survey Abstract No. 1174, in the City and County of Denton, Texas, and with the use, purpose and legal descriptions of each easement being more particularly described in the attached exhibit “A” (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 agreements 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. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1430 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Development Services, Real Estate DCM: David Gaines DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of (I) various permanent sanitary sewer easements, and (II) temporary construction easements generally located, near the intersection of Corbin Road and the east line of I-35W, then northeasterly to the west line of Bonnie Brae Road, situated in the W. Sajvis Survey Abstract No. 1174, in the City and County of Denton, Texas, and with the use, purpose and legal descriptions of each easement being more particularly described in the attached exhibit “A” (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 agreements 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. (Dry Fork Sanitary Sewer Project) BACKGROUND The Dry Fork Sanitary Sewer project (“Project”) includes the installation of a 24-inch diameter pipe and its related appurtenances, along and near the intersection of Corbin Road and the east line of I-35W, extending northeasterly approximately 1,857 feet along the east line of I-35W then westerly to the west line of Bonnie Brae Road for accommodating the emerging growth of the area it will be serving. The Project requires sanitary sewer improvements to be constructed to provide capacity relief and address sanitary sewer demands of the developing area. In order for the improvements to be constructed and placed, Permanent Sanitary Sewer and Temporary Construction Easements “Easements” are required. The Easements are planned to encumber three private Property Owner’s tracts that are located within the defined project area. Halff Associates has been contracted to negotiate and acquire the easements needed to deliver the project. Together, staff and the contracted acquisition firm will make every effort to successfully negotiate the purchase of the Property Interests. 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 have a Recusal Form prepared prior to 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 1431 RECOMMENDATION Staff recommends approval of the ordinance. ESTIMATED SCHEDULE OF PROJECT Final Design/Advertised – Q3 2022 Construction Contract Awarded – Q1 2023 Construction – Q1 2023 thru Q4 2023 Project Closeout – Q1 2024 PRIOR ACTION/REVIEW (Council, Boards, Commissions) • Ord. No. 2012-124 FISCAL INFORMATION The purchase of the Property Interests will be funded from JDE account no. 640219545.1360.30100. EXHIBITS 1 – Agenda Information Sheet 2 – Location Map 3 – Ordinance 4 – Recommended Motion 5 – Presentation Respectfully submitted: Deanna Cody, Deputy Director Development Services-Real Estate Prepared by: Mark Laird Senior Real Estate Specialist 1432 I 35 WBONNIE BRAECORBIN GLASGOWSOLAR G O O D S O N ROSELAWN PARVINI-35W ServicePRIVATEBROWN BROTHERS PERTH ERSKINE I 35 WLOCATION MAP Exhibit 2 to AIS 500 0 500 1,000 1,500250Feetµ Parcel 1 - Sanitary Sewer & Temp. Construction Easements DRY FORK SANITARY SEWER PROJECTSANITARY SEWER & TEMPORARY CONSTRUCTION EASEMENTS Parcel 2 & 3 - Sanitary Sewer & Temp. Construction Easements Existing Sanitary Sewer & Temp. Construction Easements Parcel 4 - Sanitary Sewer & Temp. Construction Easements 1433 ORDINANCE NO. ______ AN ORDINANCE OF THE CITY OF DENTON DETERMINING THE PUBLIC USE, NEED, AND NECESSITY FOR THE ACQUISITION OF (I) VARIOUS PERMANENT SANITARY SEWER EASEMENTS, AND (II) TEMPORARY CONSTRUCTION EASEMENTS GENERALLY LOCATED, NEAR THE INTERSECTION OF CORBIN ROAD AND THE EAST LINE OF I-35W, THEN NORTHEASTERLY TO THE WEST LINE OF BONNIE BRAE ROAD, SITUATED IN THE W. SAJVIS SURVEY ABSTRACT NO. 1174, IN THE CITY AND COUNTY OF DENTON, TEXAS, AND WITH THE USE, PURPOSE AND LEGAL DESCRIPTIONS OF EACH EASEMENT BEING MORE PARTICULARLY DESCRIBED IN THE ATTACHED EXHIBIT “A” (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 AGREEMENTS 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. WHEREAS, the City Council of the City of Denton (“City Council”), after consideration of this matter, has determined that a public use and necessity exists for, and that the public welfare and convenience requires, the acquisition of the Property Interests, comprised of various permanent easements and temporary construction easements by the City of Denton (“City”), and the City Council finds that the acquisition of the Property Interests is a valid public use necessary to provide for the construction, operation, and maintenance of the Dry Fork Sanitary Sewer Project (cumulatively, the “Projects”) to serve the public and citizens of the City; and WHEREAS, the acquisition of the Property Interests identified in Exhibit “A” is necessary in furtherance of the Project; and WHEREAS, the City is required to make an initial offer as defined by, and in compliance with, Texas Property Code §21.0111 (“Initial Offer”), and a bona fide offer as defined by, and in compliance with, Texas Property Code §21.0113 (“Final Offer”) to acquire the Property Interests for public use, voluntarily, from the subject landowners before beginning the acquisition of the Property Interests by eminent domain; and WHEREAS, independent professional appraisal reports of the Property Interests will be submitted to the City as required by Chapter 21 of the Texas Property Code, and the City Manager or their designee will establish a certain amount determined to be just compensation for the individual Property Interest based on the appraisals and fair market values of the Property Interests and any applicable fees necessary to acquire the Property Interests; and WHEREAS, the City Council deems it necessary to authorize the City Attorney to initiate condemnation proceedings in order to acquire the Property Interests if an agreement cannot be 1434 Page 2 reached with the subject landowners for the purchase of the Property Interests; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON ORDAINS: SECTION 1. The City Council finds that the recitals made in the preamble of this Ordinance are true and correct and incorporates such recitals into the body of this ordinance as if copied in their entirety. SECTION 2. The City Council authorizes acquisition of the Property Interests, as more particularly described in the attached Exhibit “A,” for the reasons and purposes set forth above, together with all necessary appurtenances, additions, and improvements on, over, under, and through the Property Interests. SECTION 3. The City Council authorizes the City Attorney, or their designee, to negotiate for and to acquire the required property rights in the Property Interests for the City, and to acquire these rights in compliance with State and any other applicable law. The City Attorney, or their designee, is specifically authorized and directed to do each and every act necessary to acquire the needed property rights in the Property Interests including, but not limited to, the authority to negotiate, give notices, make written offers to purchase, prepare contracts and conveyance documents, to retain and designate a qualified appraiser of the Property Interests to be acquired and any other experts or consultants that she deems necessary for the acquisition process, to retain qualified outside litigation counsel as needed, and, if necessary, to institute and conduct all parts of the proceedings in eminent domain in accordance with the laws and procedures of the State. SECTION 4. The City Manager, or their designee, is appointed as negotiator for the acquisition of the needed Property Interests and, as such, the City Manager, or their designee, is authorized and directed to do each and every act and deed specified or authorized by this Ordinance, subject to the availability of funds appropriated by the City Council for such purpose. The City Manager, or their designee, is specifically authorized to establish and make offer(s) of just compensation for the acquisition of the Property Interests to the respective landowner(s) in accordance with State and any other applicable law. If an agreement as to damages or compensation cannot be reached, then the City Attorney, or their designee, is authorized and directed to file or cause to be filed, against the subject landowner(s) and interested parties of the Property Interests, proceedings in eminent domain to acquire the Property Interests. SECTION 5. It is the intent of the City Council that this Ordinance authorize the City Manager and City Attorney, or their designees, are authorized to perform all steps necessary to obtain the Property Interests necessary for the Project, whether through negotiation or condemnation, including the expenditure of funds. SECTION 6. It is the intent of the City Council that this Ordinance authorize the acquisition and condemnation of all property interests required for the construction and installation of the Project for public uses to serve the public and citizens of the City. If it is determined that there are scrivener errors in the descriptions contained herein or if later surveys contain more accurate revised descriptions, the City Attorney or their designee is authorized to have such errors 1435 Page 3 corrected or revisions made without the necessity of obtaining a new City Council Ordinance authorizing condemnation of the corrected or revised property. The Project is generally located along the east line of I 35W, near and north of Corbin Road extending northeasterly to the west line of Bonnie Brae Road, situated in the W. Sajvis Survey Abstract No. 1174, in the City and County of Denton, Texas. SECTION 7. In the event that Special Commissioners, appointed by the Court during condemnation proceedings, return an award that is the same amount or less than the amount offered by the City for just compensation, the City Attorney is hereby authorized to settle the lawsuit for that amount. SECTION 8. Following an award by Special Commissioners, the City Finance Director is hereby authorized to issue a check from the appropriate fund in an amount not to exceed the Special Commissioners’ award payable to the County Clerk of Denton County to be deposited in the registry of the Court to enable the City to take possession of the respective Property Interest(s) without further action of the City Council. SECTION 9. 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 10. This Ordinance shall become effective immediately upon 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: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ 1436 Page 4 PASSED AND APPROVED this the _________ day of ___________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: __________________________________ Benjamin Samples Digitally signed by Benjamin Samples DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General Government, ou=Legal, cn=Benjamin Samples, email=Benjamin.Samples@cityofdenton.com Date: 2022.09.13 09:15:23 -05'00' 1437 1438 3DUFHO 3URSHUW\2ZQHU 6262IILFHU 3')3DJH 66( 'HQWRQ3DUWQHUV//& 5H[*OHQGHQQLQJ 7&( 'HQWRQ3DUWQHUV//& 5H[*OHQGHQQLQJ 66( (FFOHVLDVWLFDO(TXLW\/3 5RQDOG5)XUWLFN 7&( (FFOHVLDVWLFDO(TXLW\/3 5RQDOG5)XUWLFN 66( (FFOHVLDVWLFDO(TXLW\/3 5RQDOG5)XUWLFN 7&( (FFOHVLDVWLFDO(TXLW\/3 5RQDOG5)XUWLFN 66( -RQHV)DPLO\7UXVW 5\DQ:HEVWHU6XFFHVVRU7UXVWHH 7&( -RQHV)DPLO\7UXVW 5\DQ:HEVWHU6XFFHVVRU7UXVWHH (;+,%,7$ 1439 Page 1 of 33 Parcel 1 - 195 Denton Partners, LLC. 1440 Page 2 of 33 1441 Page 3 of 33 1442 Page 4 of 33 Parcel 1 - 195 Denton Partners, LLC. 1443 Page 5 of 33 1444 Page 6 of 33 1445 Page 7 of 33 Parcel 2 - Ecclesiastical Equity LP 1446 Page 8 of 33 1447 Page 9 of 33 1448 Page 10 of 33 Parcel 2 - Ecclesiastical Equity LP 1449 Page 11 of 33 1450 Page 12 of 33 1451 Page 13 of 33 Parcel 3 - Ecclesiastical Equity LP 1452 Page 14 of 33 1453 Page 15 of 33 1454 Page 16 of 33 1455 Page 17 of 33 1456 Page 18 of 33 1457 Page 19 of 33 Parcel 3 - Ecclesiastical Equity LP 1458 Page 20 of 33 1459 Page 21 of 33 1460 Page 22 of 33 1461 Page 23 of 33 1462 Page 24 of 33 Parcel 4 - Jones Family Trust 1463 Page 25 of 33 1464 Page 26 of 33 1465 Page 27 of 33 1466 Page 28 of 33 1467 Page 29 of 33 Parcel 4 - Jones Family Trust 1468 Page 30 of 33 1469 Page 31 of 33 1470 Page 32 of 33 1471 Page 33 of 33 1472 Exhibit 4 to AIS MOTION City Council Agenda Item ID 22-1653 (Dry Fork Sanitary Sewer Project) “I move 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 permanent sanitary sewer easements, and temporary construction easements generally located along the east line of I 35W, near and north of Corbin Road extending northeasterly to the west line of Bonnie Brae Road, situated in the W. Sajvis Survey Abstract No. 1174, in the City and County of Denton, Texas, and being more particularly described in Exhibit “A” to the ordinance now under consideration and on the screens overhead, now being displayed for the audience, all of which are for a valid public use, necessary to provide for the construction, operation, and maintenance of the municipal sanitary sewer system improvements necessary for the Dry Fork Sanitary Sewer Project, to serve the public and citizens of the City of Denton, Texas. ” 1473 DRY FORK Sanitary sewer improvements ID22-1653 City Council 09/20/22 Senior Real Estate Specialist: Mark Laird 1474 DRY FORK SANITARY SEWER PROJECT PROJECT LIMITS, SCOPE & CHALLENGES Project Scope: The Dry Fork Sanitary Sewer project (“Project”) includes the installation of a 24-inch diameter pipe and its related appurtenances, along and near the intersection of Corbin Road and the east line of I-35W, extending northeasterly approximately 1,857 feet along the east line of I-35W then easterly to the west line of Bonnie Brae Road for accommodating the growth in the area it will be serving. ID22-1653 29/20/2022 Dry Fork Sanitary Sewer Project 1475 DRY FORK SANITARY SEWER PROJECT SANITARY SEWER IMPROVEMENTS & EASEMENTS ID22-1653 39/20/2022 •The Project requires sanitary sewer improvements to be constructed to provide capacity relief and address waste-water demands of the developing area. •In order for the improvements to be constructed and placed, Permanent Sanitary Sewer and Temporary Construction Easements “Easements” are required. •The Easements are planned to encumber three properties owner’s tracts that are generally along and near the intersection of Corbin Road and the east line of I-35W, extending northeasterly approximately 1,857 feet along the east line of I-35W then westerly to the west line of Bonnie Brae Road 1476 STAFF RECOMMENDATION •Staff recommends approval of the item. Approval will authorize the City Manager and the City Attorney to acquire the necessary property interests. •In the event negotiation efforts fail and an impasse is reached, the City Attorney or their designee may file eminent domain proceedings to acquire the property interests if necessary; •Upon the reading of a favorable motion and second, staff will begin displaying the legal descriptions for each property interest needed for the project. ID22-1653 49/20/2022 1477 ID22-1653 59/20/2022 Questions ? 1478 1479 Parcel # Property Owner SOS Officer PDF Page 1 - SSE 195 Denton Partners, LLC. Rex Glendenning 1 1 - TCE 195 Denton Partners, LLC. Rex Glendenning 4 2 - SSE Ecclesiastical Equity LP Ronald R. Furtick 7 2 - TCE Ecclesiastical Equity LP Ronald R. Furtick 10 3 - SSE Ecclesiastical Equity LP Ronald R. Furtick 13 3 - TCE Ecclesiastical Equity LP Ronald R. Furtick 19 4 - SSE Jones Family Trust Ryan Webster, Successor Trustee 24 4 - TCE Jones Family Trust Ryan Webster, Successor Trustee 29 EXHIBIT A 1480 Page 1 of 33 1481 Page 2 of 33 1482 Page 3 of 33 1483 Page 4 of 33 1484 Page 5 of 33 1485 Page 6 of 33 1486 DocuSign Envelope ID: 2954A73A-B32D-41D9-B7AB-0A9E34621A36Page 7 of 331487 DocuSign Envelope ID: 2954A73A-B32D-41D9-B7AB-0A9E34621A36Page 8 of 331488 DocuSign Envelope ID: 2954A73A-B32D-41D9-B7AB-0A9E34621A36Page 9 of 331489 DocuSign Envelope ID: 2954A73A-B32D-41D9-B7AB-0A9E34621A36Page 10 of 331490 DocuSign Envelope ID: 2954A73A-B32D-41D9-B7AB-0A9E34621A36Page 11 of 331491 DocuSign Envelope ID: 2954A73A-B32D-41D9-B7AB-0A9E34621A36Page 12 of 331492 Page 13 of 331493 Page 14 of 331494 Page 15 of 331495 Page 16 of 331496 Page 17 of 331497 Page 18 of 33 1498 Page 19 of 33 1499 Page 20 of 33 1500 Page 21 of 33 1501 Page 22 of 33 1502 Page 23 of 33 1503 Page 24 of 33 1504 Page 25 of 33 1505 Page 26 of 33 1506 Page 27 of 33 1507 Page 28 of 33 1508 Page 29 of 33 1509 Page 30 of 33 1510 Page 31 of 33 1511 Page 32 of 33 1512 Page 33 of 33 1513 ID22-1653 59/20/2022 Questions ? 1514 1515 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1557,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 Frontier Access, LLC., DBA Frontier Waste Solutions, providing for a guaranteed volume contract for the landfill, and providing an effective date (File #8005 awarded to Frontier Access, LLC., DBA Frontier Waste Solutions for a term of two (2) years beginning October 1, 2022, with no renewals or extensions).The Public Utilities Board recommends approval (6 - 0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1516 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Solid Waste & Recycling Department ACM: Christine Taylor DATE: September 20, 2022 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 Frontier Access, LLC., DBA Frontier Waste Solutions, providing for a guaranteed volume contract for the landfill, and providing an effective date (File #8005 awarded to Frontier Access, LLC., DBA Frontier Waste Solutions for a term of two (2) years beginning October 1, 2022, with no renewals or extensions). The Public Utilities Board recommends approval (6 - 0). BACKGROUND Between approximately October 2019 and 2022, the City of Denton landfill maintained contracts with four private companies and two municipalities to provide over 205,000 tons of waste to the City of Denton Landfill; generating $6.1 million in revenue annually. Over the next two (2) years, the City of Denton, Solid Waste and Recycling Department, seeks to receive guaranteed, predictable tonnages of solid waste for both revenue and management purposes. Frontier Access, LLC (Frontier) is currently a customer of the landfill, with an account in good standing. Frontier has committed to the delivery up to 25,000 tons of solid waste annually in consideration of a discounted disposal charge of $37.00 per ton, representing $925,000 in annual revenue to the Solid Waste fund. This contract includes a promise to bring tonnage to the landfill and make payment based on the guaranteed tonnage regardless of the actual amount of solid waste delivered. Consistent with previous discussion with the Denton City Council and supportive of the City’s Comprehensive Solid Waste Management Strategy, Frontier can earn up to an additional 5% of preferred disposal volume dependent upon their ability to divert material to recycling from their customer base. Net recycling information is required to be reported to the City on a monthly basis. This agreement would be reviewed and trued up annually, including an annual inflation escalator, and provide for two years of revenue to assist in achieving the goal of rate stabilization for the Solid Waste fund. RECOMMENDATION Award a contract with Frontier Access, LLC, for guaranteed landfill disposal volumes, in a two (2) year contract. ESTIMATED SCHEDULE OF PROJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1517 This is a two (2) year contract. FISCAL INFORMATION Fund 660-Solid Waste revenue of $925,000 annually EXHIBITS 1. Exhibit 1 - Agenda Information Sheet 2. Exhibit 2 - Ordinance and Contract 3. Exhibit 3 - LLC Ownership Information 4. Exhibit 4 - Presentation Respectfully submitted: Brian Boerner, 349-8001 Director of Solid Waste 1518 ORDINANCE NO. ______ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH FRONTIER ACCESS, LLC., DBA FRONTIER WASTE SOLUTIONS, PROVIDING FOR A GUARANTEED VOLUME CONTRACT FOR THE LANDFILL; AND PROVIDING AN EFFECTIVE DATE (FILE #8005 AWARDED TO FRONTIER ACCESS, LLC. FOR A TERM OF TWO (2) YEARS BEGINNING OCTOBER 1, 2022, WITH NO RENEWALS OR EXTENSIONS). WHEREAS, the City Council of the City of Denton desires that the City of Denton Landfill receive predictable tonnages of solid waste for both revenue and management purposes; and WHEREAS, on April 15, 2022, the City of Denton Issued a Notice of Intent to Award Waste Hauler Contracts (#8005) for the coming fiscal year beginning October 1, 2022 and extending to September 31, 2024; and WHEREAS, the Contractor is willing to guarantee delivery of a specified annual tonnage of solid waste in consideration of a discounted disposal charge and make payment based on the guaranteed tonnage regardless of the actual amount of solid waste delivered; and WHEREAS, Waste Management Strategy, the City desires to drive and promote waste diversion from the landfill through programmatic recycling; and WHEREAS, the City of Denton has determined that this contract is in the public interest. NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Council of the City of Denton hereby approves the contract attached hereto for guaranteed tonnage to be delivered to the Landfill. SECTION 3. The City Manager, or their designee, is hereby authorized to execute the contract and to carry out the duties and responsibilities of the City as provided in the Contract. 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 _________________________________; the ordinance was passed and approved by the following vote [___ - ___]: 1519 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: __________________________________ 1520 1521 1522 1523 1524 1525 1526 1527 1528 1529 1530 1531 1532 1533 1534 1535 1536 1537 1538 1539 1540 1541 1542 1543 1544 1545 City of Denton Waste Hauler Agreements Brian Boerner Solid Waste Director Solid Waste and Recycling Department September 20, 2022 1546 What is a Waste Hauler Agreement •“Put-or-Pay” Contract •Hauler guarantees the delivery of a certain volume of waste in return for a contracted price, regardless if less is delivered. •Benefit to the City •Guaranteed revenue stream •Stabilize Rates for residents •Dedicated revenue stream to capital projects •Aid in long term planning for landfill operations •Staffing •Equipment •Growth 2 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1547 History •First Waste Hauler Agreements Signed October 2019 •3 year contracts •4 Commercial Haulers •2 government entities •No ceiling set on capacity sold •No incentive to recycle •Results •Significantly paid down debt •Reduced residential rate 3 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1548 Historic Concerns •Loss of landfill life •Approximately 90 days/contract year •Approximately 270 day over life of contract •Increase in landfill traffic •Average 520 transaction/day total •25% contracted -waste haulers •25% City of Denton •50% Cash customers •Largest increase due to closure of DFW Landfill in Lewisville •Contract Length •Reduce from 3 to 2 years 4 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1549 Current Proposal Notice of Intent #8005 •Increased minimum bid for tonnage to be considered to $35/ton delivered •Better recognize the value of our asset •Remain cost competitive in the region •Set a ceiling on disposal tons •Up to 125,000 TPY aggregate among contracts •10% allowance for diverted material •The more you recycle, the more you can dispose of under the contracts •Puts some waste hauler “skin in the game” 5 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1550 Current Proposal Notice of Intent #8005 •Set contract term to two (2) years •Significant reporting requirements •List the communities served •Volume of material net recycled 6 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1551 Waste Hauler Response •4 Proposals received •Exceeded the volume of tonnage we were going to contract •Almost Double •Selected three bids that provided the best value for the Citizens •Highest cost paid •Tonnage received below maximum contemplated 7 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1552 Waste Hauler Tonnage Cost Per Ton Revenue With 10% allowance Revenue Waste Connections 50,000 35.52$ 1,776,000.00$ 55,000 1,953,600.00$ Rhino Removal 30,000 37.50$ 1,125,000.00$ 33,000 1,237,500.00$ Frontier Waste 25,000 37.00$ 925,000.00$ 27,500 1,017,500.00$ Total 105,000 3,826,000.00$ 115,500 4,208,600.00$ 8 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1553 Inter-Local Agreements •2 Government Entities expresses an interest in continuing relationship •Continuing to work to memorialize agreement, tonnage, and rate. •Will not include diversion incentive •Work to create programs for next contract 9 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1554 Inter-local Agreements Tonnage Cost Per Ton Revenue With 10% allowance Revenue Little Elm 1,900.00 35.00$ 66,500.00$ Wise County 3,500.00 35.00$ 122,500.00$ Total 5,400.00 189,000.00$ WHA Total 110,400.00 4,015,000.00$ 120,900.00 4,397,600.00$ 10 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1555 Recommendations •Approve •ID 22-1557 •ID 22-1558 •ID 22-1559 11 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1556 Questions? 12 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1557 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1558,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 Rhino Removal, LLC., providing for a guaranteed volume contract for the landfill; and providing an effective date. (File #8005 awarded to Rhino Removal, LLC., For a term of two (2) years beginning October 1, 2022, with no renewals or extensions).The Public Utilities Board recommends approval (6 - 0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1558 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Solid Waste & Recycling Department ACM: Christine Taylor DATE: September 20, 2022 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 Rhino Removal, LLC., providing for a guaranteed volume contract for the landfill; and providing an effective date. (File #8005 awarded to Rhino Removal, LLC., For a term of two (2) years beginning October 1, 2022, with no renewals or extensions). The Public Utilities Board recommends approval (6 - 0). BACKGROUND Between approximately October 2019 and 2022, the City of Denton landfill maintained contracts with four private companies and two municipalities to provide over 205,000 tons of waste to the City of Denton Landfill; generating $6.1 million in revenue annually. Over the next two (2) years, the City of Denton, Solid Waste and Recycling Department, seeks to receive guaranteed, predictable tonnages of solid waste for both revenue and management purposes. Rhino Removal, LLC (Rhino) is currently a customer of the landfill, with an account in good standing. Rhino has committed to the delivery up to 30,000 tons of solid waste annually in consideration of a discounted disposal charge of $37.50 per ton, representing $1,125,000 in annual revenue to the Solid Waste fund. This contract includes a promise to bring tonnage to the landfill and make payment based on the guaranteed tonnage regardless of the actual amount of solid waste delivered. Consistent with previous discussion with the Denton City Council and supportive of the City’s Comprehensive Solid Waste Management Strategy, Rhino can earn up to an additional 5% of preferred disposal volume dependent upon their ability to divert material to recycling from their customer base. Net recycling information is required to be reported to the City on a monthly basis. This agreement would be reviewed and trued up annually, include an annual inflation escalator, and provide for two years of revenue to assist in achieving the goal of rate stabilization for the Solid Waste fund. RECOMMENDATION Award a contract with Rhino Renewal, LLC, for guaranteed landfill disposal volumes, in a two (2) year contract. ESTIMATED SCHEDULE OF PROJECT This is a two (2) year contract. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1559 FISCAL INFORMATION Fund 660-Solid Waste revenue of $1,125,000 annually EXHIBITS 1. Exhibit 1 - Agenda Information Sheet 2. Exhibit 2- Ordinance and Contract 3. Exhibit 3 - LLC Ownership Information 4. Exhibit 4 - Presentation Respectfully submitted: Brian Boerner, 349-8001 Director of Solid Waste 1560 ORDINANCE NO. ______ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH RHINO REMOVAL LLC, PROVIDING FOR A GUARANTEED VOLUME CONTRACT FOR THE LANDFILL; AND PROVIDING AN EFFECTIVE DATE (FILE #8005 AWARDED TO RHINO REMOVAL LLC FOR A TERM OF TWO (2) YEARS BEGINNING OCTOBER 1, 2022, WITH NO RENEWALS OR EXTENSIONS). WHEREAS, the City Council of the City of Denton desires that the City of Denton Landfill receive predictable tonnages of solid waste for both revenue and management purposes; and WHEREAS, on April 15, 2022, the City of Denton Issued a Notice of Intent to Award Waste Hauler Contracts (#8005) for the coming fiscal year beginning October 1, 2022 and extending to September 31, 2024; and WHEREAS, the Contractor is willing to guarantee delivery of a specified annual tonnage of solid waste in consideration of a discounted disposal charge and make payment based on the guaranteed tonnage regardless of the actual amount of solid waste delivered; and WHEREAS, Solid Waste Management Strategy, the City desires to drive and promote waste diversion from the landfill through programmatic recycling; and WHEREAS, the City of Denton has determined that this contract is in the public interest. NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Council of the City of Denton hereby approves the contract attached hereto for guaranteed tonnage to be delivered to the Landfill. SECTION 3. The City Manager, or their designee, is hereby authorized to execute the contract and to carry out the duties and responsibilities of the City as provided in the Contract. 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 _________________________________; the ordinance was passed and 1561 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: __________________________________ 1562 1563 1564 1565 1566 1567 1568 1569 1570 1571 1572 1573 1574 1575 1576 1577 1578 1579 1580 1581 1582 1583 1584 1585 1586 City of Denton Waste Hauler Agreements Brian Boerner Solid Waste Director Solid Waste and Recycling Department September 20, 2022 1587 What is a Waste Hauler Agreement •“Put-or-Pay” Contract •Hauler guarantees the delivery of a certain volume of waste in return for a contracted price, regardless if less is delivered. •Benefit to the City •Guaranteed revenue stream •Stabilize Rates for residents •Dedicated revenue stream to capital projects •Aid in long term planning for landfill operations •Staffing •Equipment •Growth 2 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1588 History •First Waste Hauler Agreements Signed October 2019 •3 year contracts •4 Commercial Haulers •2 government entities •No ceiling set on capacity sold •No incentive to recycle •Results •Significantly paid down debt •Reduced residential rate 3 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1589 Historic Concerns •Loss of landfill life •Approximately 90 days/contract year •Approximately 270 day over life of contract •Increase in landfill traffic •Average 520 transaction/day total •25% contracted -waste haulers •25% City of Denton •50% Cash customers •Largest increase due to closure of DFW Landfill in Lewisville •Contract Length •Reduce from 3 to 2 years 4 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1590 Current Proposal Notice of Intent #8005 •Increased minimum bid for tonnage to be considered to $35/ton delivered •Better recognize the value of our asset •Remain cost competitive in the region •Set a ceiling on disposal tons •Up to 125,000 TPY aggregate among contracts •10% allowance for diverted material •The more you recycle, the more you can dispose of under the contracts •Puts some waste hauler “skin in the game” 5 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1591 Current Proposal Notice of Intent #8005 •Set contract term to two (2) years •Significant reporting requirements •List the communities served •Volume of material net recycled 6 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1592 Waste Hauler Response •4 Proposals received •Exceeded the volume of tonnage we were going to contract •Almost Double •Selected three bids that provided the best value for the Citizens •Highest cost paid •Tonnage received below maximum contemplated 7 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1593 Waste Hauler Tonnage Cost Per Ton Revenue With 10% allowance Revenue Waste Connections 50,000 35.52$ 1,776,000.00$ 55,000 1,953,600.00$ Rhino Removal 30,000 37.50$ 1,125,000.00$ 33,000 1,237,500.00$ Frontier Waste 25,000 37.00$ 925,000.00$ 27,500 1,017,500.00$ Total 105,000 3,826,000.00$ 115,500 4,208,600.00$ 8 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1594 Inter-Local Agreements •2 Government Entities expresses an interest in continuing relationship •Continuing to work to memorialize agreement, tonnage, and rate. •Will not include diversion incentive •Work to create programs for next contract 9 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1595 Inter-local Agreements Tonnage Cost Per Ton Revenue With 10% allowance Revenue Little Elm 1,900.00 35.00$ 66,500.00$ Wise County 3,500.00 35.00$ 122,500.00$ Total 5,400.00 189,000.00$ WHA Total 110,400.00 4,015,000.00$ 120,900.00 4,397,600.00$ 10 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1596 Recommendations •Approve •ID 22-1557 •ID 22-1558 •ID 22-1559 11 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1597 Questions? 12 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1598 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1559,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 Waste Connections Lone Star, Inc., providing for a guaranteed volume contract for the landfill; and providing an effective date (File #8005 awarded to Waste Connections Lone Star, Inc. For a term of two (2) years beginning October 1, 2022, with no renewals or extensions).The Public Utilities Board recommends approval (6 - 0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1599 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Solid Waste & Recycling Department ACM: Christine Taylor DATE: September 20, 2022 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 Waste Connections Lone Star, Inc., providing for a guaranteed volume contract for the landfill; and providing an effective date (File #8005 awarded to Waste Connections Lone Star, Inc. For a term of two (2) years beginning October 1, 2022, with no renewals or extensions). The Public Utilities Board recommends approval (6 - 0). BACKGROUND Between approximately October 2019 and 2022, the City of Denton landfill, maintained contracts with four private companies and two municipalities to provide over 205,000 tons of waste to the City of Denton Landfill; generating $6.1 million in revenue annually. Over the next two (2) years, the City of Denton, Solid Waste and Recycling Department, seeks to receive guaranteed, predictable tonnages of solid waste for both revenue and management purposes. Waste Connections Lone Star, Inc. (Waste Connections) is currently a customer of the landfill, with an account in good standing. Waste Connections has committed to the delivery up to 50,000 tons of solid waste annually in consideration of a discounted disposal charge of $35.52 per ton, representing $1,776,000 in annual revenue to the Solid Waste fund. This contract includes a promise to bring tonnage to the landfill and make payment based on the guaranteed tonnage regardless of the actual amount of solid waste delivered. Consistent with previous discussion with the Denton City Council and supportive of the City’s Comprehensive Solid Waste Management Strategy, Waste Connections can earn up to an additional 5% of preferred disposal volume dependent upon their ability to divert material to recycling from their customer base. Net recycling information is required to be reported to the City on a monthly basis. This agreement would be reviewed and trued up annually, include an annual inflation escalator, and provide for two years of revenue to assist in achieving the goal of rate stabilization for the Solid Waste fund. RECOMMENDATION Award a contract with Waste Connections Lone Star, Inc., for guaranteed landfill disposal volumes, in a two (2) year contract. ESTIMATED SCHEDULE OF PROJECT This is a two (2) year contract. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1600 FISCAL INFORMATION Fund 660-Solid Waste revenue of $1,776,000 annually. EXHIBITS 1. Exhibit 1 - Agenda Information Sheet 2. Exhibit 2 - Ordinance and Contract 3. Exhibit 3 - LLC Ownership Information 4. Exhibit 4 - Presentation Respectfully submitted: Brian Boerner, 349-8001 Director of Solid Waste 1601 ORDINANCE NO. ______ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH WASTE CONNECTIONS LONE STAR, INC., PROVIDING FOR A GUARANTEED VOLUME CONTRACT FOR THE LANDFILL; AND PROVIDING AN EFFECTIVE DATE (FILE #8005 AWARDED TO WASTE CONNECTIONS LONE STAR, INC. FOR A TERM OF TWO (2) YEARS BEGINNING OCTOBER 1, 2022, WITH NO RENEWALS OR EXTENSIONS). WHEREAS, the City Council of the City of Denton desires that the City of Denton Landfill receive predictable tonnages of solid waste for both revenue and management purposes; and WHEREAS, on April 15, 2022, the City of Denton Issued a Notice of Intent to Award Waste Hauler Contracts (#8005) for the coming fiscal year beginning October 1, 2022 and extending to September 31, 2024; and WHEREAS, the Contractor is willing to guarantee delivery of a specified annual tonnage of solid waste in consideration of a discounted disposal charge and make payment based on the guaranteed tonnage regardless of the actual amount of solid waste delivered; and WHEREAS, Solid Waste Management Strategy, the City desires to drive and promote waste diversion from the landfill through programmatic recycling; and WHEREAS, the City of Denton has determined that this contract is in the public interest. NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Council of the City of Denton hereby approves the contract attached hereto for guaranteed tonnage to be delivered to the Landfill. SECTION 3. The City Manager, or their designee, is hereby authorized to execute the contract and to carry out the duties and responsibilities of the City as provided in the Contract. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. 1602 The motion to approve this ordinance was made by __________________________ and seconded by _________________________________; the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: __________________________________ 1603 1604 1605 1606 1607 1608 1609 1610 1611 1612 1613 1614 1615 1616 1617 1618 1619 1620 1621 1622 1623 1624 1625 1626 1627 City of Denton Waste Hauler Agreements Brian Boerner Solid Waste Director Solid Waste and Recycling Department September 20, 2022 1628 What is a Waste Hauler Agreement •“Put-or-Pay” Contract •Hauler guarantees the delivery of a certain volume of waste in return for a contracted price, regardless if less is delivered. •Benefit to the City •Guaranteed revenue stream •Stabilize Rates for residents •Dedicated revenue stream to capital projects •Aid in long term planning for landfill operations •Staffing •Equipment •Growth 2 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1629 History •First Waste Hauler Agreements Signed October 2019 •3 year contracts •4 Commercial Haulers •2 government entities •No ceiling set on capacity sold •No incentive to recycle •Results •Significantly paid down debt •Reduced residential rate 3 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1630 Historic Concerns •Loss of landfill life •Approximately 90 days/contract year •Approximately 270 day over life of contract •Increase in landfill traffic •Average 520 transaction/day total •25% contracted -waste haulers •25% City of Denton •50% Cash customers •Largest increase due to closure of DFW Landfill in Lewisville •Contract Length •Reduce from 3 to 2 years 4 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1631 Current Proposal Notice of Intent #8005 •Increased minimum bid for tonnage to be considered to $35/ton delivered •Better recognize the value of our asset •Remain cost competitive in the region •Set a ceiling on disposal tons •Up to 125,000 TPY aggregate among contracts •10% allowance for diverted material •The more you recycle, the more you can dispose of under the contracts •Puts some waste hauler “skin in the game” 5 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1632 Current Proposal Notice of Intent #8005 •Set contract term to two (2) years •Significant reporting requirements •List the communities served •Volume of material net recycled 6 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1633 Waste Hauler Response •4 Proposals received •Exceeded the volume of tonnage we were going to contract •Almost Double •Selected three bids that provided the best value for the Citizens •Highest cost paid •Tonnage received below maximum contemplated 7 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1634 Waste Hauler Tonnage Cost Per Ton Revenue With 10% allowance Revenue Waste Connections 50,000 35.52$ 1,776,000.00$ 55,000 1,953,600.00$ Rhino Removal 30,000 37.50$ 1,125,000.00$ 33,000 1,237,500.00$ Frontier Waste 25,000 37.00$ 925,000.00$ 27,500 1,017,500.00$ Total 105,000 3,826,000.00$ 115,500 4,208,600.00$ 8 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1635 Inter-Local Agreements •2 Government Entities expresses an interest in continuing relationship •Continuing to work to memorialize agreement, tonnage, and rate. •Will not include diversion incentive •Work to create programs for next contract 9 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1636 Inter-local Agreements Tonnage Cost Per Ton Revenue With 10% allowance Revenue Little Elm 1,900.00 35.00$ 66,500.00$ Wise County 3,500.00 35.00$ 122,500.00$ Total 5,400.00 189,000.00$ WHA Total 110,400.00 4,015,000.00$ 120,900.00 4,397,600.00$ 10 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1637 Recommendations •Approve •ID 22-1557 •ID 22-1558 •ID 22-1559 11 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1638 Questions? 12 Denton City Council September 20, 2022 ID 22-1557 -ID 22-1558 -ID 22-1559 1639 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1777,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton confirming the appointment of Doug Shoemaker as Chief of Police of the City of Denton; and declaring an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1640 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/DCM/ACM: Sara Hensley, City Manager DATE: September 20, 2022 SUBJECT Consider approval of a resolution of the City of Denton confirming the appointment of Doug Shoemaker as Chief of Police of the City of Denton; and declaring an effective date BACKGROUND City Manager Sara Hensley has selected Doug Shoemaker, Chief of Police in Grand Junction, Colorado, for the position of Chief of Police for the City of Denton. Chief Shoemaker is scheduled to be sworn into office and will assume the duties of the Chief on Oct. 3, 2022, pending Council confirmation. Chief Shoemaker was selected after a nationwide search, led by Mosaic Public Partners, which yielded 35 applicants. This selection process included four interview panels with members of the community, the business community, non-governmental stakeholders, internal police department staff, and city executive staff. The candidates also participated in an open meeting with City Council members and a public community meet and greet, where comments and feedback about the candidates were solicited. As a final step in the process, City Manager Sara Hensley and Assistant City Manager Frank Dixon conducted a site visit to Grand Junction to interview members of GJPD, City of Grand Junction Executive staff, and external stakeholders. Chief Shoemaker will assume leadership of the police department from the current Chief of Police Frank Dixon. Chief Dixon has served as Chief of Police since October 2018 and was promoted to the position of Assistant City Manager/Director of Public Safety in March 2022. Chief Shoemaker Background Chief Shoemaker has been with the City of Grand Junction since being sworn in as Chief of Police on June 18, 2018. Prior to that, Chief Shoemaker spent over 26 years with the Jefferson City Police Department in Missouri. Chief Shoemaker has widespread experience managing and leading a variety of police units including investigations, narcotics, community services, patrol, and traffic. Additionally, he brings extensive experience as a Public Information Officer, having served in a collateral role for more than 12 years. During his time in Missouri, he was involved with national and international events and outreach efforts during critical incidents, such as a mass shooting event at a manufacturing plant in his jurisdiction, the NAACP's Journey for Justice, and a march from Ferguson, Missouri, to Jefferson City to address the Michael Brown shooting that occurred in August 2014. Chief Shoemaker is the Fifth Vice President of the International Association of Chiefs of Police (IACP), as well as a member of the Colorado Association of Chiefs of Police, the Police Executive Research Forum, the National Association of Women Law Enforcement Executives and the National Organization of Black City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1641 Law Enforcement Executives (NOBLE). He was appointed by the IACP president to the position of Committee Chair for the Police Standards Ethics and Image Committee, one of IACP's 27 worldwide committee chair positions, before assuming the Fifth Vice Presidency. He most recently served as Vice Chair of the IACP's Public Information Officers Section, with duties to collaborate with other media experts to establish best practices in public outreach and media relations. He is an adjunct instructor for Northwestern University in Chicago, Illinois, as well as an adjunct instructor for Colorado Mesa University. He holds a Bachelor in English Literature from the University of Missouri-Columbia, a Master of Science Degree in Criminal Justice from the University of Central Missouri, and a Doctor of Education in Organizational Leadership from Wilmington University in Delaware. OPTIONS Confirmation or Non-confirmation of the appointment RECOMMENDATION Confirmation of City Manager appointment of Chief of Police ESTIMATED SCHEDULE OF PROJECT n/a PRIOR ACTION/REVIEW (Council, Boards, Commissions) n/a FISCAL INFORMATION n/a BID INFORMATION n/a EXHIBITS 1. Agenda Information Sheet 2. Resolution Respectfully submitted: Sara Hensley City Manager Prepared by: Ryan Adams Chief of Staff 1642 1 RESOLUTION NO. _______________ A RESOLUTION OF THE CITY OF DENTON CONFIRMING THE APPOINTMENT OF DOUG SHOEMAKER AS CHIEF OF POLICE OF THE CITY OF DENTON; AND DECLARING AN EFFECTIVE DATE WHEREAS, pursuant to Local Government Code §143.013, the City Manager has the authority to appoint the department head of the police department; and WHEREAS, the City Manager has determined that Doug Shoemaker meets all of the qualifications and requirements of the position of Police Chief, and appointed Doug Shoemaker to serve as Chief of Police of the City of Denton; and WHEREAS, the City Council of the City of Denton has determined that the appointment should be confirmed; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The recitals contained in the preamble of this resolution are hereby incorporated into the body of this resolution as if set out fully herein. SECTION 2.The appointment of Doug Shoemaker as Police Chief of the City of Denton Police Department is hereby confirmed. SECTION 3. 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 Gerard Hudspeth, Mayor: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ 1643 2 PASSED AND APPROVED this the ______ day of ______________________, 2022. _______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 1644 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1663,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas, amending the fiscal year 2021-2022 budget and annual program of services of the City of Denton to allow for adjustments to the Fleet Management Fund of Three Million Dollars ($3,000,000) for the purpose of increased fuel and maintenance costs; declaring a public purpose; directing the City Secretary attach a copy to the 2021-2022 Budget; requiring approval by at least five votes; and providing a severability clause; an open meetings clause and an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1645 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance ACM/CFO: David Gaines DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, amending the fiscal year 2021-2022 budget and annual program of services of the City of Denton to allow for adjustments to the Fleet Management Fund of Three Million Dollars ($3,000,000) for the purpose of increased fuel and maintenance costs; declaring a public purpose; directing the City Secretary attach a copy to the 2021-2022 Budget; requiring approval by at least five votes; and providing a severability clause; an open meetings clause and an effective date. BACKGROUND City staff is proposing to amend the City’s FY 2021-2022 Fleet Management Fund budget as follows: Increase appropriations in the Fleet Management Fund by $3,000,000 to fund increased fuel and manintenance costs. This amendment increases the expenditure budget for the Fleet Management Fund from $12,341,342 to $15,341,342. RECOMMENDATION Staff recommends the adoption of the ordinance. FISCAL INFORMATION This ordinance will amend the FY 2021-2022 Budget and Annual Program of Services to allow for an increase to the Fleet Management Fund by $3,000,000. EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Presentation Respectfully submitted: Cassey Ogden Chief Financial Officer 940-349-7195 Prepared by: Danielle Stanford Budget Manager 940-349-7507 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1646 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING THE FISCAL YEAR 2021-2022 BUDGET AND ANNUAL PROGRAM OF SERVICES OF THE CITY OF DENTON TO ALLOW FOR ADJUSTMENTS TO THE FLEET MANAGEMENT FUND OF THREE MILLION DOLLARS ($3,000,000) FOR THE PURPOSE OF INCREASED FUEL AND MAINTENANCE COSTS; DECLARING A PUBLIC PURPOSE; DIRECTING THE CITY SECRETARY ATTACH A COPY TO THE 2021-2022 BUDGET; REQUIRING APPROVAL BY AT LEAST FIVE VOTES; AND PROVIDING A SEVERABILITY CLAUSE; AN OPEN MEETINGS CLAUSE AND AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 21-1986, the City Council of Denton, Texas, approved the Fiscal Year 2021-2022 Budget and Annual Program of Services (the “Budget”); and WHEREAS, the City of Denton desires to increase funding in the Fleet Management Fund to fund increased costs associated with fuel and maintenance costs. WHEREAS, the City Council finds that this Budget Amendment serves an important municipal purpose as eligible items for expenditure in the current Budget, consistent with Section 102.010 of the Texas Local Government Code and other applicable laws; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the above preamble to this Ordinance are true and correct and are hereby adopted. SECTION 2. The Fiscal Year 2021-2022 Budget and Annual Program of Services is hereby amended by the City Council as follows: to allow for adjustments to the Fleet Management Fund of $3,000,000 increasing appropriations from $12,341,342 to $15,341,342. SECTION 3. This Ordinance shall be filed with the City Secretary, who is directed to attach a copy of this Ordinance to the Fiscal Year 2021-2022 Budget and Annual Program of Services. SECTION 4. This Ordinance was approved by at least five members of the City Council as required by Section 8.08 of the City Charter. SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Ordinance, or the application thereof to any person or under any circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 6. It is officially found and determined that the meeting at which this Ordinance was passed was open to the public as required by law, and the public notice of the time, place and purpose of this meeting was given as required by law. 1647 Page 2 SECTION 7. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by _________________________ and seconded by _________________________________, the Ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 1648 FY2022‐2023Fleet Management Fund Budget AmendmentSeptember 20, 2022, ID 22‐16631649 FY 2021‐22 Fleet Management Fund Proposed Budget Amendment•The proposed budget amendment will increase the expenditure budget for the Fleet Management Fund by $3 million from $12,341,342 to $15,341,342.•The major items driving the additional expenses include:•Increased fuel costs•Increased maintenance costsSeptember 20, 2022, ID 22‐16631650 QuestionsSeptember 20, 2022, ID 22‐16631651 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1852,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas, amending the fiscal year 2021-2022 budget and annual program of services of the City of Denton to allow for adjustments to the Tourist & Convention Fund of Three Hundred Seventy Five thousand Dollars ($375,000) for the purpose of funding expenses associated with the O’Reilly Hospitality Incentive Agreement; declaring a public purpose; directing the City Secretary attach a copy to the 2021-2022 Budget; requiring approval by at least five votes; and providing a severability clause; an open meetings clause and an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1652 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance ACM/CFO: David Gaines DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, amending the fiscal year 2021-2022 budget and annual program of services of the City of Denton to allow for adjustments to the Tourist & Convention Fund of Three Hundred Seventy Five thousand Dollars ($375,000) for the purpose of funding expenses associated with the O’Reilly Hospitality Incentive Agreement; declaring a public purpose; directing the City Secretary attach a copy to the 2021-2022 Budget; requiring approval by at least five votes; and providing a severability clause; an open meetings clause and an effective date. BACKGROUND City staff is proposing to amend the City’s FY 2021-2022 Tourist & Convention Fund budget as follows: Increase appropriations in the Tourist & Convention Fund by $375,000 to fund expenses associated with the O’Reilly Hospitality Incentive Agreement. Revenue from convention center is greater than budgeted amount. Per our economic incentive agreement with O'Reilly Hospitality, 100% of revenue earned is remitted back to O'Reilly on a quarterly basis. This amendment increases the expenditure budget for the Tourist & Convention Fund from $3,073,250 to $3,448,250. RECOMMENDATION Staff recommends the adoption of the ordinance. FISCAL INFORMATION This ordinance will amend the FY 2021-2022 Budget and Annual Program of Services to allow for an increase to the Tourist & Convention Fund by $375,000. EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Presentation Respectfully submitted: Cassey Ogden Chief Financial Officer 940-349-7195 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1653 Prepared by: Danielle Stanford Budget Manager 940-349-7507 1654 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING THE FISCAL YEAR 2021-2022 BUDGET AND ANNUAL PROGRAM OF SERVICES OF THE CITY OF DENTON TO ALLOW FOR ADJUSTMENTS TO THE TOURIST & CONVENTION FUND OF THREE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($375,000) FOR THE PURPOSE OF FUNDING EXPENSES ASSOCIATED WITH THE O’REILLY HOSPITALITY INCENTIVE AGREEMENT; DECLARING A PUBLIC PURPOSE; DIRECTING THE CITY SECRETARY ATTACH A COPY TO THE 2021-2022 BUDGET; REQUIRING APPROVAL BY AT LEAST FIVE VOTES; AND PROVIDING A SEVERABILITY CLAUSE; AN OPEN MEETINGS CLAUSE AND AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 21-1986, the City Council of Denton, Texas, approved the Fiscal Year 2021-2022 Budget and Annual Program of Services (the “Budget”); and WHEREAS, the City of Denton desires to increase funding in the Tourist & Convention to fund expenses associated with the O’Reilly Hospitality incentive agreement. WHEREAS, the City Council finds that this Budget Amendment serves an important municipal purpose as eligible items for expenditure in the current Budget, consistent with Section 102.010 of the Texas Local Government Code and other applicable laws; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the above preamble to this Ordinance are true and correct and are hereby adopted. SECTION 2. The Fiscal Year 2021-2022 Budget and Annual Program of Services is hereby amended by the City Council as follows: to allow for adjustments to the Tourist & Convention Fund of $375,000 increasing appropriations from $3,073,250 to $3,448,250. SECTION 3. This Ordinance shall be filed with the City Secretary, who is directed to attach a copy of this Ordinance to the Fiscal Year 2021-2022 Budget and Annual Program of Services. SECTION 4. This Ordinance was approved by at least five members of the City Council as required by Section 8.08 of the City Charter. SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Ordinance, or the application thereof to any person or under any circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 6. It is officially found and determined that the meeting at which this Ordinance was passed was open to the public as required by law, and the public notice of the time, place and purpose of this meeting was given as required by law. 1655 Page 2 SECTION 7. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by _________________________ and seconded by _________________________________, the Ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 1656 FY2022‐2023Tourist & Convention Fund Budget AmendmentSeptember 20, 2022, ID 22‐18521657 FY 2021‐22 Tourist & Convention Fund Proposed Budget Amendment•The proposed budget amendment will increase the expenditure budget for the Tourist & Convention Fund by $375,000 from $3,073,250 to $3,448,250.•The major item driving the additional expense includes:•O’Reilly Hospitality Incentive AgreementSeptember 20, 2022, ID 22‐18521658 QuestionsSeptember 20, 2022, ID 22‐18521659 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1854,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas, amending the fiscal year 2021-2022 budget and annual program of services of the City of Denton to allow for adjustments to the Health Fund of Two Million Five Hundred Thousand Dollars ($2,500,000) for the purpose of funding expenses associated with increased health insurance costs; declaring a public purpose; directing the City Secretary attach a copy to the 2021-2022 Budget; requiring approval by at least five votes; and providing a severability clause; an open meetings clause and an effective date. City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1660 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance DCM: David Gaines DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, amending the fiscal year 2021-2022 budget and annual program of services of the City of Denton to allow for adjustments to the Health Insurance Fund of Two Million Five Hundred Thousand Dollars ($2,500,000) for the purpose of increased health insurance costs; declaring a public purpose; directing the City Secretary attach a copy to the 2021-2022 Budget; requiring approval by at least five votes; and providing a severability clause; an open meetings clause and an effective date. BACKGROUND City staff is proposing to amend the City’s FY 2021-2022 Health Insurance Fund budget as follows: Increase appropriations in the Health Insurance Fund by $2,500,000 to fund health insurance services and programs. The major items driving the additional expenses include: Voluntary Products ($413,155) o Dental, Vision, Aflac, Genomic, Supplemental Life, Supplemental AD&D, and Voluntary Short Term Disability Note – voluntary products are offset 100% by employee contributions Self-insured claims ($299,552) Monthly Administration Fees paid to UHC for Stop/Loss Insurance ($1,084,851); and Retiree Health Medicare Supplement ($473,517) The contributing factors above relate to expenditures that fluctuate monthly based on current enrolled employee counts. Additionally, both Aflac and Genomic were voluntary products that were added as benefits to our employees after the Fiscal Year 2021-2022 budget was adopted. Lastly, Administration Fees paid to UHC for Stop/Loss are an additional coverage for the City in that the City receives reimbursement at 100% (through bill credits) for any claim over $185,000 for members on the Gold, Silver, or Retiree medical plans. Forecasted spending trends suggest year-end expenses may exceed Health’s expenditure budget by $2,500,000 to support costs mentioned above. Total expenditures are expected to total $32,398,268. This amendment increases the expenditure budget for the Health Insurance Fund from $30,075,555 to $32,575,555. RECOMMENDATION Staff recommends the adoption of the ordinance. FISCAL INFORMATION This ordinance will amend the FY 2021-2022 Budget and Annual Program of Services to allow for an increase to the Risk Retention Fund by $2,500,000. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1661 EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Presentation Respectfully submitted: Cassey Ogden Chief Financial Officer 940-349-7195 Prepared by: Danielle Stanford Budget Manager 940-349-7507 1662 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING THE FISCAL YEAR 2021-2022 BUDGET AND ANNUAL PROGRAM OF SERVICES OF THE CITY OF DENTON TO ALLOW FOR ADJUSTMENTS TO THE HEALTH FUND OF TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) FOR THE PURPOSE OF FUNDING EXPENSES ASSOCIATED WITH INCREASED HEALTH CARE COSTS; DECLARING A PUBLIC PURPOSE; DIRECTING THE CITY SECRETARY ATTACH A COPY TO THE 2021- 2022 BUDGET; REQUIRING APPROVAL BY AT LEAST FIVE VOTES; AND PROVIDING A SEVERABILITY CLAUSE; AN OPEN MEETINGS CLAUSE AND AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 21-1986, the City Council of Denton, Texas, approved the Fiscal Year 2021-2022 Budget and Annual Program of Services (the “Budget”); and WHEREAS, the City of Denton desires to increase funding in the Health Fund to fund expenses associated increased health care costs. WHEREAS, the City Council finds that this Budget Amendment serves an important municipal purpose as eligible items for expenditure in the current Budget, consistent with Section 102.010 of the Texas Local Government Code and other applicable laws; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the above preamble to this Ordinance are true and correct and are hereby adopted. SECTION 2. The Fiscal Year 2021-2022 Budget and Annual Program of Services is hereby amended by the City Council as follows: to allow for adjustments to the Health Fund of $2,500,000 increasing appropriations from $30,075,555 to $32,575,555. SECTION 3. This Ordinance shall be filed with the City Secretary, who is directed to attach a copy of this Ordinance to the Fiscal Year 2021-2022 Budget and Annual Program of Services. SECTION 4. This Ordinance was approved by at least five members of the City Council as required by Section 8.08 of the City Charter. SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Ordinance, or the application thereof to any person or under any circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 6. It is officially found and determined that the meeting at which this Ordinance was passed was open to the public as required by law, and the public notice of the time, place and purpose of this meeting was given as required by law. 1663 Page 2 SECTION 7. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by _________________________ and seconded by _________________________________, the Ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 1664 FY2022‐2023Health FundBudget AmendmentSeptember 20, 2022, ID 22‐18541665 FY 2021‐22 Health Fund Proposed Budget Amendment•The proposed budget amendment will increase the expenditure budget for the Health Fund by $2.5 million from $30,075,555 to $32,575,555.•Current expenditures for this fiscal year are at $28,349,878, representing 94% of the adopted budget amount of $30,075,555.•The major items driving the additional expenses include:•Voluntary Products – Offsetting Revenue (Dental, Vision, Aflac, Genomic, Supplemental Life, Supplemental AD&D, and Voluntary Short Term Disability)•Self‐Insured Claims•Stop Loss Administration Fee•Retiree Health Medicare SupplementSeptember 20, 2022, ID 22‐18541666 QuestionsSeptember 20, 2022, ID 22‐18541667 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1902,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 utilize a contract through the Lower Colorado River Authority Contract Number 5343,for the acquisition of electric maintenance,repair,and construction inventory to be stocked in the Warehouse and at Denton Municipal Electric;providing the expenditure of funds therefor;and providing an effective date (File 8111 -awarded to Techline,Inc.,in the three (3)year not-to-exceed amount of $16,000,000.00).The Public Utilities Board recommends approval (6 - 0). City of Denton Printed on 9/16/2022Page 1 of 1 powered by Legistar™1668 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: September 20, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to utilize a contract through the Lower Colorado River Authority Contract Number 5343, for the acquisition of electric maintenance, repair, and construction inventory to be stocked in the Warehouse and at Denton Municipal Electric; providing the expenditure of funds therefor; and providing an effective date (File 8111 – awarded to Techline, Inc., in the three (3) year not-to-exceed amount of $16,000,000.00). The Public Utilities Board recommends approval (6 - 0). INFORMATION/BACKGROUND On May 16, 2022, Council approved a $4,000,000 spend with Techline through the Lower Colorado River Authority Contract Number 5343 for the supply of electric distribution and transmission maintenance, repair, and operational supplies which are used by Denton Municipal Electric (DME). Due to market conditions and supply issues that have resulted in long lead times, the City has spent $4,000,000 and needs to bring forward a new spend for the next three years. Below is a chart summarizing what has been purchased. Items Purchased Spend Amount Transformers $1,905,469 Wire $1,287,324 Other (cable, LED lights, $752,025.03 Total: $3,944,818.03 The proposed contract will supply low usage, one-time buy, and specialty items not covered by any current City agreements and a variety of electric items such as wire, cable, hardware, connectors, splices, and other supplies used by DME. Category Amount Wire $2,000,000 Cable $2,000,000 Electric Components $8,000,000 Electric Hardware $4,000,000 Total: $16,000,000 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1669 The purchase of these incidental supplies is necessary so that DME can construct, operate, and maintain overhead and underground electric facilities, and provide electric service to new and existing customers. Items are purchased as needed by the Warehouse and by DME. Pricing obtained through the Lower Colorado River Authority has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 12, 2006, Council approved the interlocal agreement with the Lower Colorado River Authority (Ordinance 2006-334). On September 12, 2022, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Approve a contract with Techline, Inc., for the acquisition of electric maintenance, repair, and construction inventory to be stocked in the Warehouse and at Denton Municipal Electric, in a three (3) year not-to- exceed amount of $16,000,000. PRINCIPAL PLACE OF BUSINESS Techline, Inc. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. This LCRA contract expires on October 24, 2024. FISCAL INFORMATION These items 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: Presentation Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Randy Key, 940-349-7665. Legal point of contact: Marcella Lunn at 940-349-8339. 1670 LCRA Contract Randy Key Engineering Supervisor Denton Municipal Electric 9/20/2022 1File ID 22-1902 1671 LCRA Purpose •This contract intends to supply low usage, one-time buy, and specialty items not covered by any current city agreements. •The City will also be able to use this contract to purchase a variety of electric items such as wire, cable, hardware, connectors, splices, and other supplies used by DME. 2 9/20/2022 File ID 22-1902 1672 LCRA Purchases •DME has serval items available for purchase through the LCRA contract. •These purchases will include and not limited to: 3 Category Amount Wire $2,000,000 Cable $2,000,000 Electric Components $8,000,000 Electric Hardware $4,000,000 3 Years Total $16,000,000 9/20/2022 File ID 22-1902 1673 Why DME needs the extra purchasing power •The purchase of these incidental supplies is necessary so that DME can construct, operate, and maintain overhead and underground electric facilities, and provide electric service to new and existing customers. Items are purchased as needed by the Warehouse and by DME. •This contract can also be used as an emergency contract when purchases are needed that may exceed the current purchasing power of other contracts. 4 9/20/2022 File ID 22-1902 1674 Questions? 5 Randy Key Electric Engineering Supervisor Denton Municipal Electric 9/20/2022 File ID 22-1902 1675 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO UTILIZE A CONTRACT THROUGH THE LOWER COLORADO RIVER AUTHORITY CONTRACT NUMBER 5343, FOR THE ACQUISITION OF ELECTRIC MAINTENANCE, REPAIR, AND CONSTRUCTION INVENTORY TO BE STOCKED IN THE WAREHOUSE AND AT DENTON MUNICIPAL ELECTRIC; PROVIDING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8111 AWARDED TO TECHLINE, INC., IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $16,000,000.00). WHEREAS, pursuant to Ordinance 2006-334, the Lower Colorado River Authority has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and city ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Lower Colorado River Authority at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. the office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 8111 Techline, Inc. $16,000,000.00 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 Lower Colorado River Authority 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 Lower Colorado River Authority 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 1676 the Lower Colorado River Authority, 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 terms, conditions, specifications, and standards contained in the Proposal submitted to the Lower Colorado River Authority, 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: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2022. __________________________________ GERARD HUDSPETH, MAYOR 1677 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 1678