The URL can be used to link to this page

Home My WebLink About2022-10-25 Agenda and BackupCity of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com City Council Council Work Session Room2:00 PMTuesday, October 25, 2022 Special Called Meeting WORK SESSION BEGINS AT 2:00 P.M. IN THE COUNCIL WORK SESSION ROOM CLOSED MEETING BEGINS IMMEDIATELY FOLLOWING THE WORK SESSION IN THE COUNCIL WORK SESSION ROOM CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE CLOSED MEETING IN THE COUNCIL WORK SESSION ROOM REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL Individuals may speak during a Council meeting under one of the following categories: 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. 3. eComment: Page 1 Printed on 10/21/2022 1 October 25, 2022City Council Meeting Agenda 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 Work Session on Tuesday, October 25, 2022, at 2:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 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 the City of Denton’s 2023-2024 Legislative Program. [Estimated Presentation/Discussion Time: 1 hour] ID 22-1830A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - 2023-2024 Legislative Program Exhibit 3 - 2023-24 Legislative Program Presentation Attachments: Receive a report, hold a discussion, and give staff direction regarding the use of Responsive Speed Limit Signs within the City of Denton. [Estimated Presentation/Discussion Time: 45 minutes] ID 22-1721B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Attachments: Page 2 Printed on 10/21/2022 2 October 25, 2022City Council Meeting Agenda Receive a report, hold a discussion, and give staff direction regarding the City creating Public Facility Corporations to partner with developers to develop affordable housing in Denton. *[Council Priority; Estimated Presentation/Discussion Time: 30 minutes] ID 22-1453C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Attachments: Following the completion of the Work Session, the City Council will convene in a Closed Meeting in the Council Work Session Room to consider specific item(s) when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074 Deliberate and discuss the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of the Municipal Court Judge. ID 22-2183A. 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 Special Called Meeting has been taken by Council may be subject to a request for a motion for reconsideration at any time during the meeting, at the Concluding Items Section, or after the meeting. In order to comply with the Texas Open Meetings Act, a request for a motion for reconsideration made during, at the end of, or after a Council meeting will be placed on the agenda and considered at the next official meeting of the City Council. _________________________________________________________________________________ Following the completion of the Closed Meeting, the City Council will convene in a Special Called Meeting in the Council Work Session Room to consider the following items: 1. 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 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 Page 3 Printed on 10/21/2022 3 October 25, 2022City Council Meeting Agenda 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 – J). 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 nominations/appointments to the City’s Boards, Commissions, and Committees: Traffic Safety Commission and Zoning Board of Adjustment. ID 22-1392A. Exhibit 1 - Agenda Information Sheet B&C - 10-25-2022 Exhibit 2 - Nominations List 10-25-2022 Attachments: Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a funding agreement between the City and The Salvation Army, a Georgia Corporation to provide American Rescue Plan Coronavirus State and Local Fiscal Recovery Funds for The Salvation Army KARE Kitchen and Food Pantry in Denton, Texas; authorizing the expenditure of funds in an amount not to exceed $35,000.00; and providing an effective date. ID 22-1574B. Exhibit 1 - Agenda Information Sheet Exhibit 2 – 2022-23 CSAC Funding Recommendations and Descriptions Exhibit 3 - Agency Ordinance Agreement Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a first amendment to a contract between the City of Denton and Parker Power Systems, Inc., amending the contract approved by City Council on February 9, 2021, in the not-to-exceed amount of $750,000.00; said first amendment to continue to provide generator repairs, replacement, preventative maintenance, and installation in City of Denton buildings for the Facilities Management Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7534 - providing for an additional first amendment expenditure amount not-to-exceed $187,500.00, with the total contract amount not-to-exceed $937,500.00). ID 22-2125C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Original Ordinance and Contract Exhibit 3 - Ordinance and Amendment 1 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 Hartstra Manufacturing, LLC, for the purchase of two (2) animal control truck bodies for the City of Denton Animal Control Services; providing for the expenditure of funds therefor; and providing an effective date (IFB-BV 8081 - awarded to Hartstra Manufacturing, LLC, in the not-to-exceed amount of $75,000.00). ID 22-2166D. Page 4 Printed on 10/21/2022 4 October 25, 2022City Council Meeting Agenda Exhibit 1 - Agenda Information 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 municipal corporation, authorizing the City Manager to execute a contract with Evergreen Solutions, LLC, to provide the compensation and classification study for non-civil service City of Denton employees; providing for the expenditure of funds therefor; and providing an effective date (RFP 8052 - awarded to Evergreen Solutions, LLC, in not-to-exceed amount of $95,000.00). ID 22-2167E. Exhibit 1 - Agenda Information 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 municipal corporation, authorizing the City Manager, or their designee, to execute an Interlocal Agreement with the University of North Texas to conduct “Court on Campus” events, allowing university students to interact with court personnel, learn about court processes, and resolve any outstanding offenses before the court; and providing an effective date. ID 22-2042F. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Attachments: Consider adoption of an ordinance of the City of Denton, Texas authorizing the expenditure of funds for the payment of wholesale transmission charges in the total amount of $7,845,830.26, and, providing an effective date. ID 22-2077G. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Presentation Attachments: Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a Facility Use Agreement between the City of Denton Parks and Recreation Department and Span Inc. and Meals on Wheels of Denton County for the use of the Parks and Recreation Senior Center; and providing an effective date. ID 22-2069H. Exhibit 1- Agenda Information Sheet Exhibit 2- Ordinance Exhibit 3- SPAN Facility Use Agreement Attachments: Consider adoption of an ordinance of the City of Denton amending Chapter 21 of the Code of Ordinances (Offenses) to add Article V, titled “Possession of Catalytic Converter;” providing severability; providing a savings clause; providing for a penalty; providing for publication and codification; and providing an effective date. ID 22-2163I. Page 5 Printed on 10/21/2022 5 October 25, 2022City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet - Catalytic Converter Possession Exhibit 2 - Ordinance - Catalytic Converter Possession Attachments: Consider adoption of an ordinance of the City of Denton amending Chapter 16, Article V, of the Code of Ordinances (Licenses, Permits and Business Regulation - Purchase and Sale of Precious Metals and Jewelry), to add definitions and requirements for the purchase of catalytic converters; providing severability; providing a savings clause; providing for publication and codification; and providing an effective date. ID 22-2206J. Exhibit 1 - Agenda Information Sheet - Catalytic Converter Purchase Exhibit 2 - Ordinance - Catalytic Converter Purchase Attachments: 2. ITEMS FOR INDIVIDUAL CONSIDERATION Consider approval of a resolution of the City of Denton adopting a Municipal Utility District Policy for the City and Extraterritorial Jurisdiction (ETJ); repealing the prior Interim Municipal Utility District Policy approved by Resolution 20-920; providing for an effective date; and providing for severability. ID 22-2075A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Resolution No. 22-2075 Exhibit 3 - Exhibit "A" - Municipal Utility District (MUD) Policy Exhibit 4 - Presentation Attachments: Consider approval of a resolution of the City of Denton adopting the Cole Ranch Neighborhood Park #1 Master Plan and providing an effective date. The Parks, Recreation, and Beautification Board recommends approval (4-0). ID 22-2085B. Exhibit 1- Agenda Information Sheet Exhibit 2- Resolution Exhibit 3- Development Agreement Exhibit 4- Park Master Plan Exhibit 5- Initial Park Master Plan Map Exhibit 6- Presentation Attachments: Consider adoption of an ordinance of the City of Denton, Texas, denying Oncor Electric Delivery Company LLC’s application to increase rates related to Oncor’s statement of intent to increase rates filed on or about May 13, 2022; requiring the reimbursement of municipal rate case expenses; finding that the meeting complies with the open meetings act; making other findings and provisions related to the subject; and declaring an effective date ID 22-1779C. Exhibit 1 - Agenda Information Sheet.pdf Exhibit 2 - Ordinance Exhibit 3 - Presentation.pdf Exhibit 4 - LLC Member Check Attachments: 3. CONCLUDING ITEMS Page 6 Printed on 10/21/2022 6 October 25, 2022City Council Meeting Agenda A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. C E R T I F I C A T E I certify that the above notice of meeting was posted on the official website (https://tx-denton.civicplus.com/242/Public-Meetings-Agendas) and bulletin board at City Hall, 215 E. McKinney Street, Denton, Texas, on October 21, 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 7 Printed on 10/21/2022 7 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1830,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding the City of Denton’s 2023-2024 Legislative Program. [Estimated Presentation/Discussion Time: 1 hour] City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™8 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/DCM/ACM: Sara Hensley, City Manager DATE: October 25, 2022 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the City of Denton’s 2023-2024 Legislative Program. BACKGROUND The State of Texas 88th Legislative Session begins January 10, 2023, with early bill filing beginning November 14, 2022. City staff developed the City’s 2023-2024 Legislative Program compiling the City’s state and federal legislative policy direction. Staff met with the City’s state and federal legislative consultants, City departments, and peer jurisdictions, local organizations, and the Texas Municipal League during development and review to ensure priority alignment. DISCUSSION Staff will present information on the City’s federal advocacy, state advocacy, the 88th Texas Legislative Session, and the City’s legislative priorities and direction. The City’s federal legislative consultant, Capital Edge, will present on the City’s focus on federal advocacy priorities, focusing on federal funding and grant opportunities, including the Infrastructure Investment and Jobs Act and the Inflation Reduction Act. The City’s state legislative consultant, Jackson Walker, will present on the City’s legislative advocacy efforts planned for the 88th Texas Legislative Session, as well as state funding advocacy and potential city-related issues. Discussion will include review of the 2023-2024 Legislative Program (Exhibit 2) and potential legislative proposal. PRIOR ACTION/REVIEW The draft 2023-2024 Legislative Program was provided to City Council in the October 14 Friday Report. EXHIBITS 1. Exhibit 1 – Agenda Information Sheet 2. Exhibit 2 – 2023-2024 Legislative Program 3. Exhibit 3 – 2023-2024 Legislative Program Presentation Respectfully submitted: Jennifer Rainey Assistant to the City Manager City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 9 2023-2024 Legislative Program TEXAS CITY OFDenton 10 2 City of Denton City Council Gerard HudspethMayor Gerard.Hudspeth@cityofdenton.com Brian BeckMayor Pro Tem | District 2 Brian.Beck@cityofdenton.com Vicki ByrdDistrict 1 Vicki.Byrd@cityofdenton.com Jesse DavisDistrict 3 Jesse.Davis@cityofdenton.com Alison MaguireDistrict 4 Alison.Maguire@cityofdenton.com Brandon Chase McGeeAt-Large Place 5 Brandon.McGee@cityofdenton.com Chris WattsAt-Large Place 6 Chris.Watts@cityofdenton.com General Legislative Policy Statement of Purpose The fundamental objective of the City’s legislative activities is to produce positive outcomes for the City of Denton and its residents. Frequently, legislative proposals have the potential to significantly impact the ability of the City to carry out its overall mission. By taking a proactive role in monitoring and engaging both state and Federal Legislatures on proposed legislation, interim charges, and funding opportunities, the City will work to ensure the Denton community will continue to enjoy the quality of life they have come to expect and deserve. Federal and state advocacy efforts of the City ensure the City’s priorities are promoted, defended, and understood as municipalities and local control are discussed. General Policies As a general policy, the City opposes any legislation: • Detrimental to the City of Denton’s strategic goals or limiting its home rule authority; • Contrary to the health, safety, and welfare of its residents; • Mandating increased costs or results in loss of revenues; • Adversely impacting municipal operations; or • Diminishing the fundamental authority of the City. As a general policy, the City supports any legislation: • Advancing the City’s strategic goals and interests;• Improving the health, safety, and welfare of its residents; or• Allowing the City to sufficiently fund its services and operations.• Tools and resources to enhance the quality of life of the Denton community. 11 3 General Government The City of Denton will work to protect Denton residents’ right to govern themselves and work with their local government and local elected officials to make decisions regarding their community at the local level. The City supports legislation protecting or advancing the principle of local control to allow for locally elected officials to make decisions beneficial to the interests of City residents or are otherwise beneficial to the City’s interest. The City of Denton opposes the pre-emption of municipal authority and the imposition of unfunded mandates. The City of Denton supports legislation improving government transparency, so long as such legislation does not create unwarranted confusion, unnecessarily duplicate existing disclosure requirements, or cause an undue burden as an unfunded mandate to the City. FundingThe City of Denton will work to protect the ability of the City’s elected governing body to set its own budget, raise the funding necessary to provide services to city residents and businesses, and effectively respond to the needs of the Denton community. The City of Denton further supports flexibility in the sources and generation of revenues and opposes the imposition of unfunded mandates or any action that substantially erodes Denton’s tax base. The City of Denton supports maintaining tax exemption for municipal bonds and reinstating advance refunding for municipal bonds. Economic DevelopmentThe City of Denton will continue to support access to economic development tools with the potential to expand our tax base, bring jobs to our community, and support businesses and industries that have chosen to locate themselves in Denton. The City of Denton further supports efforts increasing economic and workforce development for local jurisdictions via applicable tax credit opportunities, block and formula grant programs, and federal job training programs. Land Use and ResourcesThe City of Denton will protect the City’s ability to regulate its growth and land development, promote sound land use, and manage development within the city limits and our extraterritorial jurisdiction. The City of Denton further supports tools and authority to promote and regulate the health, safety, and welfare of the city, and flexibility in land development regulations and processes. Environment and SustainabilityThe City of Denton will support the enhancement and protection of the environment, including advocating for increased funding, supporting new and creative initiatives, and pursuing effective programs that preserve and promote sustainability. Mobility and TransportationThe City of Denton will work to protect the City’s ability to manage our utilities, rights-of-way, and publicly owned land, and maintain our authority to make decisions about how our utilities are governed, funded, and operated. The City of Denton further supports the preservation of authority and structure of municipally owned utilities and opposes legislation diminishing the ability of the City to provide needed utility services at rates set by residents through the Denton City Council. The City of Denton will support electric market reforms that do not discriminate or penalize communities with policy choices protecting the environment and that increase ERCOT grid reliability and resiliency. UtilitiesThe City of Denton will work to protect the City’s ability to manage our utilities, rights-of-way, and publicly owned land, and maintain our authority to make decisions about how our utilities are governed, funded, and operated. The City of Denton further supports the preservation of authority and structure of municipally owned utilities and opposes legislation diminishing the ability of the City to provide needed utility services at rates set by residents through the Denton City Council. The City of Denton will support electric market reforms that do not discriminate or penalize communities with policy choices protecting the environment and that increase ERCOT grid reliability and resiliency. 12 4 Community Development and Human ServicesThe City of Denton will work to encourage the expansion of human services to the Denton community, including access to affordable housing, social support for addressing homelessness, behavioral/mental health services, and access to high-quality and affordable childcare, education, and physical and mental health care. Public SafetyThe City of Denton will continue efforts to ensure the safety of our residents and administer efficient and effective public safety services and municipal court operations. The City of Denton further supports flexibility and resources for disaster response, increased availability of training and technology resources for public safety, statewide standards that uniformly enhance public safety, and the preservation of judicial discretion within the municipal court. Partnerships and Coalitions The City will partner with other cities, political subdivisions, private sector and non-profit entities, and other appropriate stakeholders sharing common goals with the City of Denton to advocate for or against proposed legislation. Additionally, the City will work in coordination with coalition organizations such as the Texas Municipal League, when their adopted positions are in line with the legislative objectives and goals of the City. These partnerships and coordinated efforts are intended to provide the City with a stronger presence in the legislative process. The City of Denton will continue to support local, regional, and state partners in meaningful ways benefitting the Denton community. To accomplish this goal, the City will support legislation directly benefiting the following partners, if such proposals do not adversely affect the City’s interests:• Denton County • Denton County Transportation Authority • North Central Texas College, the University of North Texas, Texas Woman’s University, and Denton Independent School District• Non-profit partners serving the Denton community and their ability to provide critical services to vulnerable Denton residents • Texas Municipal League Produced by the City of Denton • ADA/EOE/ADEA TDD (800) 735-2989 • www.cityofdenton.com 13 City of Denton Legislative Program Ryan Adams Jennifer Rainey Oct. 25, 2022 22-1830; 10/25/2022 14 Summary •Federal Advocacy •State Advocacy and 88th Texas Legislative Session •Legislative Priorities and Direction 22-1830; 10/25/2022 2 15 Federal Advocacy Ralph Garboushain CapitalEdge 22-1830; 10/25/2022 3 16 Federal Advocacy •Denton’s federal advocacy is primarily grant-focused: •Authorizing legislation and funding bills •Regulations governing grant implementation •Major federal grant funding over the next 5-10 years •Secondary focus of advocacy: legislative and regulatory policy 22-1830; 10/25/2022 4 17 Federal Funding Advocacy Approach Federal Legislation Level •Tell Denton’s story to legislators and highlight impact of federal funds •Seek increases of funding in key areas Federal Rulemaking Level •Direct interaction with federal agencies •Increase the opportunity for Denton to be eligible for grant funding State-Level •Engage with state agencies on funding processes and requirements •Ensure continuity of our efforts between federal and state processes Ongoing Review of Funding Opportunities 22-1830; 10/25/2022 5 18 Federal Grants Process 1.Authorizing Legislation 2.Appropriations 3.Federal Agency Regulations 4.Allocation Allocation Routes •Direct Formula (CDBG, HOME, EECBG, etc.) •Competitive Grants •Formula Allocations to the States, then sub-allocated to local gov’ts and agencies (most common) 22-1830; 10/25/2022 6 19 IIJA and IRA •Infrastructure Investment & Jobs Act (IIJA) and the Inflation Reduction Act (IRA) •Provide a major, one-time infusion of federal funding for infrastructure •IIJA and IRA funding available to cities will flow through State agencies, with exceptions: •$28B per year through FY 26 for competitive surface transportation grants (IIJA) •Additional competitive and formula funding for an array of infrastructure categories (IIJA and IRA) •Wide array of tax credits (many are “direct pay”) for clean energy investments (IRA) 22-1830; 10/25/2022 7 20 Federal Advocacy Priorities Maintain & Enhance Local Authority Funding for Core Local Government Programs Economic & Workforce Development Transportation IIJA & IRA Implementation 22-1830; 10/25/2022 8 21 State Legislative Advocacy and 88th Texas Legislative Session Denise Rose and Kate Goodrich Jackson Walker 22-1830; 10/25/2022 9 22 State Funding Advocacy Approach Monitor State-Level Actions •Committee hearings, bill filings and actions, agency actions •Share important updates with City staff, partners, and Council Engage with Local Delegation and Full Legislature •Ensure they're kept informed of issues affecting Denton •Advocate on behalf of City policy; written and oral testimony Coordinate with similarly-situated groups •Texas Municipal League, state associations, peer cities, and others Ongoing Analysis of Draft Rules/Legislation 22-1830; 10/25/2022 10 23 State Advocacy Policy •Biennial Session •Support/Oppose Bills •Written/Oral Testimony •Tell Denton’s story and potential impact of legislation Rulemaking/Agency •Track Agency Rulemaking •Support/Oppose potential agency rules •Work with Agencies to resolve barriers to implementation Coordinate with other local governments and professional organizations 22-1830; 10/25/2022 11 24 88th Session of Texas Legislature •140 days every 2 years •Greater turnover in membership than in previous years •Significant uncertainty in House and Senate priorities •Potential Key Issues: •School Safety •Property Tax Reduction •Use of Budget Surplus •Electric Reliability •Sunset Review: TCEQ, PUCT, ERCOT Key Dates •Nov. 8: General Election •Nov. 14: Bill Pre-Filing •Jan. 10: Session Begins •March 10: Bill Filing Ends •May 29: Session Ends 22-1830; 10/25/2022 12 25 Potential City-Related Issues Property Tax Relief and Appraisals Extraterritorial Jurisdictions Affordable Housing Mental Health City-Funded Advocacy 22-1830; 10/25/2022 13 26 State Advocacy Priorities •Preserve Authority •Oppose unfunded mandates •Prevent adverse impacts of legislation •Advance priorities and interests •Improve health, safety, and welfare •Sufficiently fund operations and services •Tools and resources to enhance quality of life 22-1830; 10/25/2022 14 27 Legislative Program Ryan Adams and Jennifer Rainey 22-1830; 10/25/2022 15 28 Legislative Program Purpose •Statement of Council Direction •Demonstrates support or opposition to broad policy positions •Allows staff to quickly respond to an evolving environment •Statement of State and Federal Legislative Priorities •High-Level •Focused on legislative policy areas 22-1830; 10/25/2022 16 29 Elements of Legislative Program •Statement of Purpose •General Policies •Legislative Advocacy Focus Areas •Partnerships and Coalitions Areas of Legislative Advocacy Focus •General Government •Funding •Economic Development •Land Use and Resources •Environment and Sustainability •Mobility and Transportation •Utilities •Community Dev. and Human Services •Public Safety 22-1830; 10/25/2022 17 30 Legislative Proposal –Propane Safety •Seek introduction of legislation to allow permitting/inspection of propane gas installations in buildings by home-rule municipality •currently not expressly permitted •Allows cities, such as Denton, to confirm proper installation and general safety of structure occupants •Delegation members, TML, and peer cities have expressed support or interest in proceeding forward 22-1830; 10/25/2022 18 31 Direction and Next Steps •Seek direction to bring the Legislative Program to Council for adoption on Nov. 1 •Can begin advocacy on the day state bill filing begins (Nov. 14) •Will form the basis of advocacy going forward •Will be shared with state and federal delegation offices, peer cities, etc. 22-1830; 10/25/2022 19 32 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1721,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the use of Responsive Speed Limit Signs within the City of Denton. [Estimated Presentation/Discussion Time: 45 minutes] City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™33 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects/Engineering CM/DCM/ACM: David Gaines, Deputy City Manager DATE: October 25, 2022 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the use of Responsive Speed Limit Signs within the City of Denton. BACKGROUND On June 28, 2022, Council Member Davis gave a 2-minute pitch regarding allowing neighborhoods to opt- in to a responsive speed limit sign program, where the residents could participate in the initial purchase of responsive speed limit signs, and the City would install, maintain, and replace the signs. On December 21, 2021, Mayor Hudspeth sent a request asking to add responsive speed limit signs in strategic locations around Southeast Denton. Staff identified locations for a pilot program to build upon recently conducted speed studies on streets in Southeast Denton. The pilot program responsive speed limit signs were installed in early June 2022. Staff completed follow-up speed studies in August 2022 and are presenting the data from that pilot program in addition to responding to the opt-in program request. RECOMMENDATION Staff does not recommend the creation of a neighborhood opt-in responsive speed limit sign program. EXHIBITS 1. Agenda Information Sheet 2. Presentation Respectfully submitted: Brett Bourgeois, PE Deputy City Engineer City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 34 Responsive Speed Limit Sign Program Brett Bourgeois, PE Deputy City Engineer Capital Projects/Engineering October 25, 2022 ID 22-1721 135 Agenda •Background •What is a Responsive Speed Limit Sign and different types •National Research and Findings •Responsive Speed Limit Sign Pilot Program •Proposed Program and Considerations •Opt-in Program Considerations and Recommendations •Receive Council Comments and Direction 2 ID22-1721 October 25, 2022 36 Background •June 28, 2022: Council Member Davis gave a 2-minute pitch regarding allowing neighborhoods to opt-in to a responsive speed limit sign program, where the residents could participate in the initial purchase of responsive speed limit signs, and the City would install, maintain, and replace the signs. 3 ID22-1721 October 25, 2022 37 What is a Responsive Speed Limit Sign 4 •Responsive Speed Limit Sign •Driver Feedback Sign •Dynamic Display Sign •Speed Feedback Sign •Provides Drivers feedback about their speed ID22-1721 October 25, 2022 38 Types of Responsive Speed Limit Signs •Standard Speed Limit Sign (10-yr replacement) •~$120 ea. •Standard Responsive Speed Limit Signs (5-yr replacement) •Displays driver speed •~$3,000 ea. to purchase sign •Smart Responsive Speed Limit Signs (5-yr replacement) •Displays, records and transmits in real-time speed data via cell-network •~$3,000 ea. to purchase sign •~$4,400 for smart technology (includes 10-year cell-network access and data hosting) 5 ID22-1721 October 25, 2022 39 National Research •Alberta, Canada, Department of Transportation, Driver (Speed) Feedback Signs, 2010 •Federal Highway Administration (FHWA), Spatial Effectiveness of Speed Feedback Signs, 2012 6 •National Highway Traffic Safety Administration (NHTSA), Effectiveness of Dynamic Speed Feedback Signs Volume I: Literature Review and Meta-Analysis, 2021 ID22-1721 October 25, 2022 40 National Research •Effective applications are: •Work Zones •School Zones •Transition Zones •Curves •Based on 106 studies completed worldwide, 77 domestic studies •Only 3 studies completed in Residential streets and results inconclusive 7 ID22-1721 October 25, 2022 41 National Research General Findings •Effective range typically 1,200 to 1,400 ft upstream of sign •Speeds increasing 300 to 500 ft downstream of sign •Effectiveness diminishes with time and distance •Responsive signs should not be considered a stand-alone solution 8 ID22-1721 October 25, 2022 42 Responsive Speed Limit Sign Pilot Program •2 signs installed on Kerley St., and 2 signs installed on Morse St. at Council Direction •Existing conditions study completed in June and August of 2021 •85th percentile speed of 35mph on both Kerley St. and Morse St. •Responsive Speed Limit Signs installed in June 2022 •After follow-up study completed in August 2022 •85th percentile speed of 36mph on Kerley St. and 35mph on Morse St. •After reviewing national research and the results above, a potential new program is outlined next 9 ID22-1721 October 25, 2022 43 Responsive Speed Limit Sign Pilot Program 10 ID22-1721 October 25, 2022 44 Proposed Program •Step 1: Identify streets with documented speed issues (~ 8hrs. staff time) •Step 2: Complete an existing conditions speed study at pre-determined locations (upstream, at sign location, downstream) (~4hrs. staff time) •Step 3: Install responsive speed limit sign and complete immediate study (~10hrs. staff time) •Step 4: Coordinate with Denton PD to provide High Visibility Enforcement for identified location (~40-80hrs. staff time) •Step 5: Complete long-term study, 2-3 months later (~4hrs. staff time) •Step 6: Remove sign and complete post removal study, 3 months post removal (~8hrs. staff time) 11 ID22-1721 October 25, 2022 45 Proposed Program Consideration •Identified streets need to have a documented speed issue •Unintended consequence is if speeds are at or below posted limits, vehicles will increase speed to the posted limit •Need consistent methodology and data collection locations •Responsive signs should not be considered a stand-alone solution •No guarantee in lasting speed reduction 12 ID22-1721 October 25, 2022 46 Opt-in Program Consideration •Who would be eligible for the Opt-in program •Individual Residents? •HOAs? •Neighborhoods (what percentage of the neighborhood would need to approve)? •How would this be equitable for all neighborhoods across the City of Denton? •Is the proposed street appropriate for the use of responsive speed limit signs? •Who pays for engineering costs to determine the appropriateness of the street and appropriate locations? •How would Denton PD coordination and enforcement take place? •How does this right of way use relate to other projects and needs? 13 ID22-1721 October 25, 2022 47 Responsive Speed Limit Sign Recommendation •Staff does not recommend an opt-in program •If Council wishes to move forward, staff recommends this should be a City lead program •Criteria for Responsive Speed Limit Sign Program needs to be established •Costs estimate needs to be completed for FY 2024 budget •Coordination with Denton PD for enforcement 14 ID22-1721 October 25, 2022 48 Questions? 15 Brett Bourgeois, PE Deputy City Engineer Capital Projects/Engineering ID22-1721 October 25, 2022 49 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1453,Version:1 Receive a report, hold a discussion, and give staff direction regarding the City creating Public Facility Corporations to partner with developers to develop affordable housing in Denton. *[Council Priority; Estimated Presentation/Discussion Time: 30 minutes] City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™50 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Frank Dixon, Assistant City Manager DATE: October 25, 2022 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the City creating Public Facility Corporations to partner with developers to develop affordable housing in Denton. BACKGROUND On June 28, 2022, Council Member Watts made a two-minute pitch request and received support for work session to discuss the City creating Public Facility Corporations to partner with developers to develop affordable housing in Denton (ID 22-420). DISCUSSION Staff will present information on Public Facility Corporations (PFC) authorized by Chapter 303 of the Texas Local Government Code – the Public Facility Corporation Act (Act). Presentation will focus on eligible entities and authorities granted under Chapter 303 specific to Affordable Housing projects. Discussion will include benefits and challenges of a City PFC as well as an overview of the steps required in setting up a PFC. OPTIONS  Direct staff to create a development program authorizing the formation of Public Facility Corporations for future affordable housing projects  Take no further action regarding the formation of Public Facility Corporations PRIOR ACTION/REVIEW (Council, Boards, Commissions)  On June 28, 2022, CM Watts made a two-minute pitch request and received support for work session to discuss the City creating Public Facility Corporations to partner with developers to develop affordable housing in Denton (ID 22-420). EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Respectfully submitted: Dani Shaw Director of Community Services City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 51 Public Facility CorporationsCOMMUNITY SERVICESWORKING TO PROVIDE QUALITY AFFORDABLE HOUSING, A SUITABLE LIVING ENVIRONMENT, AND EXPANDING ECONOMIC OPPORTUNITY, PRINCIPALLY FOR PERSONS OF LOW TO MODERATE INCOME.52 BACKGROUNDOn June 28, 2022, CM Watts made a two‐minute pitch request and received support for a:A work session to discuss the City creating Public Facility Corporations to partner with developers to develop affordable housing in Denton.ID 22‐1453 ‐ OCTOBER 25, 2022 COMMUNITY SERVICES 2 53 WHAT IS A PFC?PUBLIC FACILITY CORPORATION (PFC)is a corporation created by a local government entity to hold title to and provide funding for any real, personal, or mixed property, or an interest in property devoted to public use.Authorized by Chapter 303 of the Texas Local Government Code – the Public Facility Corporation Act (Act)It is a nonprofitcorporation created through Texas Secretary of State ID 22‐1453 ‐ OCTOBER 25, 2022 COMMUNITY SERVICES 3 54 WHO CAN FORM A PFC?SPONSORSMunicipality County School district Public housing authoritySpecial districtID 22‐1453 ‐ OCTOBER 25, 2022 COMMUNITY SERVICES 4 55 PFC PURPOSEA City PFC would use the corporation to:Acquire, construct, rehabilitate, renovate, repair, equip, furnish, or place in service public facilitiesIssue the bonds to finance the costs (above).A sponsor (municipality, county, school district or housing authority) may create one or more of the nonprofit public facility corporations to:Issue bondsFinance public facilities;Loan the proceeds of the obligations to other entities ID 22‐1453 ‐ OCTOBER 25, 2022 COMMUNITY SERVICES 5 56 PFC ROLE IN AFFORDABLE HOUSINGPartnership: Land is transferred to PFC which leases it back to limited partnership with PFC, Developer, investors, etc. LIHTC: PFC serves as member in the ownership (as above) and may be Bond Issuer Bonds: PFC may only be Bond Issuer Key Requirement:At least 50% of the residential units are set aside for households whose income is at or below 80% of AMI.ID 22‐1453 ‐ OCTOBER 25, 2022 COMMUNITY SERVICES 6 57 BENEFITS OF THE PFCIncentivizes creation of affordable housing toward City’s unit production and Affirmatively Furthers Fair Housing goals. Expands the capacity of Denton Housing Authority (DHA)Provides the opportunity to generate revenue with unrestricted proceeds available for a public purpose such as to offsets some portion tax exemption, fund City’s Affordable Housing Strategies, grant funds to public assistance programs, and/or fund future public projects. As a partner gives PFC negotiating power over affordability, revenue, and priorities such as: oCan require deeper affordability than the minimum required in PFC program oCan negotiate revenues from the operation and/or sale of the development.oCan enhance protection for renters such as requiring voucher acceptance, source of income protection, rent restrictions, etc. ID 22‐1453 ‐ OCTOBER 25, 2022 COMMUNITY SERVICES 7 58 PFC CHALLENGESAny public facility owned by a PFC (property owned by this state or a political subdivision of this state) is exempt from taxation if the property is used for public purposesoTax Exemption for projects includes exemption from School District and County taxing entities and potential for sales tax exemptionoAs typical partner in PFC, the private developer benefits from tax exemptionCity as development partner may be at odds with the Federal (HUD), State and City’s entitlement processes(i.e. Planning & Zoning Commission as compared to City authorities)Requires commitment of resources to support forming, operating a PFCManaging expectations(PFC will not create housing overnight)May be perceived as competitionwith Denton Housing AuthorityID 22‐1453 ‐ OCTOBER 25, 2022 COMMUNITY SERVICES 8 59 SETTING UP A PFCID 22‐1453 ‐ OCTOBER 25, 2022 COMMUNITY SERVICES 9• Preparing Bylaws and Certificate of Formation Step 1:• City Council Approval Step 2:• Submission to the Secretary of State Step 3:• File for Franchise Tax Exemption and EIN Step 4:• Organizational MeetingStep 5:60 OPTIONSDirect staff to create a development program authorizing the formation of Public Facility Corporations for future affordable housing projectsTake no further action regarding the formation of Public Facility CorporationsID 22‐1453 ‐ OCTOBER 25, 2022 COMMUNITY SERVICES 10 61 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-2183,Version:1 AGENDA CAPTION Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074 Deliberate and discuss the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of the Municipal Court Judge. City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™62 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1392,Version:1 AGENDA CAPTION Consider nominations/appointments to the City’s Boards,Commissions,and Committees:Traffic Safety Commission and Zoning Board of Adjustment. City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™63 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Secretary’s Office CM: Sara Hensley DATE: October 25, 2022 SUBJECT Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Traffic Safety Commission 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 64 BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM NOMINEE PRESENT TERM NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY Traffic Safety Commission 2 Beck Marc Oliphant N/A UNEXPIREDSeptember 1, 2022throughAugust 31, 2024 New Zoning Board of Adjustment 2 Beck Jennifer Lane N/A UNEXPIREDSeptember 1, 2022 throughAugust 31, 2024 New BOARDS & COMMISSIONS - NOMINATIONS LISTOctober 25, 2022 65 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1574,Version:1 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a funding agreement between the City and The Salvation Army, a Georgia Corporation to provide American Rescue Plan Coronavirus State and Local Fiscal Recovery Funds for The Salvation Army KARE Kitchen and Food Pantry in Denton, Texas; authorizing the expenditure of funds in an amount not to exceed $35,000.00; and providing an effective date. City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™66 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Community Services CM/ DCM/ ACM: Frank Dixon, Assistant City Manager DATE: October 25, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the city manager to execute a funding agreement between the City and The Salvation Army, a Georgia Corporation to provide American Rescue Plan coronavirus state and local fiscal recovery funds for The Salvation Army Kare Kitchen and Food Pantry in Denton, Texas; authorizing the expenditure of funds in an amount not to exceed $35,000.00; and providing an effective date. DISCUSSION On April 8, 2022, the Community Services Advisory Committee (CSAC) finalized their recommendations to City Council for the 2022 Action Plan. All projects and programs to be approved by The Department of Housing and Urban Development (HUD) under the 2022 Action Plan are funded through Community Development Block Grant (CDBG), HOME Investment Partnership (HOME), and program income from the use of these funds. In addition to federal funds, the City Council allocates General Fund dollars to provide grants for social service agencies. For the 2022/23 Program Year, City Council has approved the allocation of American Rescue Plan Act State and Local Fiscal Recovery Funds (ARP-SLFRF) to support Human Services project requests. The following narrative describes the recommendations from the CSAC for estimated federal and general fund dollars available for the 2022/23 program year. CSAC RECOMMENDATIONS A total of twenty-nine (29) funding requests were submitted to the CSAC totaling $2,751,370. Four (4) applications were submitted for Housing Projects, four (4) applications were submitted for Public Facility projects and twenty-one (21) applications were submitted for Human Services projects. Request details are included in Exhibit 2. City Council approved the CSAC’s recommendation for the use of CDBG, HOME, General Fund and ARP-SLFRF dollars in the amount of $1,917,499 for the 2022/23 Program Year July 19, 2022. CDBG Project Funding Funding for CDBG projects is included in the 2022 Action Plan for Housing and Community Development for program year October 1, 2022, through September 30,2023. City Council approved the 2021 Action Plan for Housing and Community Development with Ordinance No. 22-830, on July 19, 2022. The U.S. Department of Housing and Urban Development (HUD) approved the Action Plan in September 2022, and funds will become available in October 2022. The CDBG funding for public (social) services is capped by federal guidelines at 15% of the total CDBG allocation, and the amount of CDBG funding for public services for the 2022/23 program year is $138,585. General Fund Project Funding City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 67 Funding for public (social) services is also included in the FY2022/23 Annual Program of Services (Budget) and the Capital Improvement Program of the City of Denton, Texas approved by City Council on September 27, 2022. The CSAC’s 2022/23 recommendation included $362,250 of General Fund dollars. ARP Project Funding The American Rescue Plan (ARP), enacted March 11, 2021, provided $1.9 trillion of pandemic relief funding and made $350 billion available in state and local government financial assistance from the U.S. Department of Treasury under the American Rescue Plan’s State and Local Fiscal Recovery Funds (SLFRF). The City of Denton’s allocation under the Act is $23.29 million. Half of this funding ($11.65 million) became available in May 2021, and the remaining half was made available in late Spring of 2022. The CSAC’s 2022/23 recommendation included $263,000 of ARP-SLFRF dollars. Service Agreement Fiscal Year 2022/23 American Rescue Plan funds are budgeted for this project. This Service Agreement establishes the agreement between the City and the agency regarding the total allocation of funding along with responsibilities, eligible activities, performance measures, and duration of the agreement. (Exhibit 3). OPTIONS • Approve the funding agreement; • Do not approve the funding agreement. ESTIMATED SCHEDULE OF PROJECT • City Council Approves Funding Agreements – September 2022 • Agency initiates and completes the scope of work, request reimbursement for eligible activities – October 1, 2022 through September 30, 2023 • Community Services staff monitors agencies for compliance through monthly reporting requirements and onsite inspection until September 2023. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – 2022-23 CSAC Funding Recommendations and Descriptions Exhibit 3 – Agency Ordinance-Agreement Respectfully submitted: Courtney Douangdara Deputy Director of Community Services Luisa Garcia Community Development Manager Megan Ball Homeless Programs Coordinator 68 2022‐2023 Community Services Advisory Committee (CSAC) Funding Recommendations for Community Development Block Grant (CDBG), HOME Investmeent Partnership (HOME) and General Fund Request Recommendation General Fund2 CDBG1 HOME1 ARP3 CASA of Denton County Human Services $36,000 $36,000 $36,000 $0 $0 $0 Children's Advocacy Center for North Texas, Inc.Human Services $100,000 $50,000 $0 $0 $0 $50,000 Chisholm Trail RSVP Human Services $10,000 $9,250 $9,250 $0 $0 $0 City of Denton ‐ Home Repair Program Housing Project $260,000 $225,427 $0 $225,427 $0 $0 City of Denton ‐ Parks & Recreation (Summer Camp)Human Services $62,948 $43,859 $0 $43,859 $0 $0 City of Denton ‐ Rental Rehabilitation Program Landlord Maintenance Housing Project $100,000 $100,000 $0 $100,000 $0 $0 City of Denton Parks ‐ Denia Park Trail Public Facility $135,000 $0 $0 $0 $0 $0 City of Denton Parks ‐ Sequoia Park Playground Phase 2 Public Facility $208,800 $208,800 $0 $208,800 $0 $0 Communities in Schools of North Texas, Inc. Human Services $36,000 $34,000 $34,000 $0 $0 $0 Denton Affordable Housing Corporation Housing Project $212,000 $200,000 $0 $0 $200,000 $0 Denton Assistance Center, Inc.Human Services $20,000 $0 $0 $0 $0 $0 Denton Christian Preschool Human Services $35,000 $30,000 $30,000 $0 $0 $0 Denton City County Day School (HUMAN SERVICES)Human Services $64,500 $45,000 $0 $45,000 $0 $0 Denton City County Day School (PUBLIC FACILITY)Public Facility $32,000 $27,000 $0 $27,000 $0 $0 Denton Community Food Center Public Facility $138,635 $138,635 $0 $138,635 $0 $0 Denton County Friends of the Family Human Services $50,000 $50,000 $0 $50,000 $0 $0 Denton County MHMR Human Services $28,000 $28,000 $28,000 $0 $0 $0 Fred Moore Day Nursery School Human Services $110,000 $0 $0 $0 $0 $0 Friends of Shiloh Garden Human Services $22,000 $0 $0 $0 $0 $0 Grace Like Rain, Inc.Human Services $128,000 $75,000 $75,000 $0 $0 $0 Habitat for Humanity of Denton County Housing Project $450,000 $253,527 $0 $0 $253,527 $0 Health Services of North Texas, Inc. Human Services $75,000 $75,000 $0 $0 $0 $75,000 North Texas Solutions for Recovery, Inc. (SONTX)Human Services $110,500 $100,000 $100,000 $0 $0 $0 Opening Doors International Services, Inc.Human Services $30,000 $12,000 $12,000 $0 $0 $0 Our Daily Bread, Inc.Human Services $125,000 $90,000 $0 $0 $0 $90,000 PediPlace Human Services $50,000 $25,000 $25,000 $0 $0 $0 Serve Denton Human Services $42,313 $0 $0 $0 $0 $0 SPAN, Inc. Human Services $26,000 $26,000 $13,000 $0 $0 $13,000 The Salvation Army ‐ Denton Human Services $53,674 $35,000 $0 $0 $0 $35,000 $2,751,370 $1,917,498 $362,250 $838,721 $453,527 $263,000 $877,227 $838,721 $838,721 $438,369 $453,527 $453,527 $362,250 $362,250 $362,250 $0 $263,000 $263,000 $1,677,846 $1,917,498 $362,250 $838,721 $453,527 $263,000 $1,073,524 $0 $0 $0 $0 $0 Recommendations by Source HOME FUNDS AVAILABLE GERNERAL FUNDS AVAILABLE Organization Project Type 2022‐2023 ARPA FUNDS3 AVAILABLE TOTAL FUNDS AVAILABLE UNPROGRAMMED FUNDS TOTAL CDBG FUNDS AVAILABLE Page 1 of 2 69 2022‐2023 Community Services Advisory Committee (CSAC) Funding Recommendations for Community Development Block Grant (CDBG), HOME Investmeent Partnership (HOME) and General Fund Request Recommendation General Fund2 CDBG1 HOME1 ARP3 Recommendations by SourceOrganizationProject Type 2022‐2023 1 ‐ CDBG and HOME funding availability estimates are based on previous year allocations and may change based on final allocation amounts from the U.S. Department of Housing and Urban Development (HUD). 2 ‐ General Fund availability based on previous year allocations, and the CSAC may recommend a different funding amount to Council. *2022‐2023 General Funds are considered for approval by Denton City Council in September 2022. 3 ‐ ARP ‐ funding was a one‐time allocation of American Rescue Plan Act funding from US Treasury. *ARP Funds will be considered for approval by Denton City Council in Summer/Fall 2022. Page 2 of 2 70 Community Development Grant Program 2022‐23 Project DescriptionsHOUSING PROJECTSTOTAL $778,954HOUSING UNITSCity of Denton Home Repair ProgramThe program addresses urgently needed repairs of homes up to $24,900 or low and moderate‐income homeowners The program can stabilize a home within the city limits of Denton.$225,427 30City of Denton Rental Repair Program The program addresses urgently needed repairs of rental units up to $24,900. The rental units are rented to low and moderate‐income households. $100,000 7Denton Affordable Housing CorporationThe project consists of renovating six (6) affordable rental units owned by DAHC homes. The rental units are provided to low and moderate‐income households. The request is a also includes operating funds.$200,000 6Habitat for Humanity of Denton CountyThe project consists of assisting with the development of the Habitat Neighborhood Community with infrastructure costs. The project will provide 35 affordable homes for low and moderate‐income households.$253,527 35PUBLIC FACILITY PROJECTSTOTAL $374,435PEOPLECity of Denton Parks and Recreation ‐ Sequoia Park Phase 2The project consists of the installation of a second playground equipment and a small pavilion in the Sequoia Park. $208,800 5365 Denton City County Day School(Public Facility) The project consists of enhancing an existing entry courtyard by installing artificial turf for a new learning center and adding security fencing, gate, furniture, and fixtures. The project will provide for lower maintenance, accessibility, fall cushioning, and a cleaner play environment.$27,000 91Denton Community Food CenterThe project consists of constructing a paved fire lane that will serve as a circular drive for the food distribution center. The two‐lane driveway will support delivery trucks and pallet jacksto move food into the new center addition.$138,635 41500HUMAN SERVICES PROJECTSTOTAL $764,109PEOPLE Casa of Denton County Recruit, train and support community volunteers to advocate for the best interest of abused and neglected children, and to promote community awareness of child abuse issues.$36,000 580 Children's Advocacy Center for Denton County Direct client services to help child abuse victims and families needing services. $50,000 6000 Chisolm Trail RSVP Coordination of volunteer services for senior citizens in Denton who provide volunteer services to local nonprofits meeting a community need. $9,250 355 City of Denton Parks Camps & Childcare Provide 56 full scholarships for a summer day camp program to income‐eligible kids in need of quality care, mentoring, development of life skills, leadership, respect for others and respect for self. $43,859 56 Communities in Schools of North Texas Dropout prevention programs in Denton ISD campuses located within city limits of Denton serving grades K‐12 students who struggle with academic, social, emotional, and/or physical barriers to success and are at‐risk of dropping out of school based on Texas Education Agency's 14 at‐risk criteria.$34,000 960 Denton Christian Preschool Provide quality education for preschool age children in the Denton community to ensure children are at or above grade level when entering kindergarten and help end generational poverty. Funds will cover a portion of salaries for two (2) employees – Bilingual Teacher and Bus Driver. $30,000 65 Denton City County Day School(Human Services) Support a diverse, multicultural population of prekindergarten children and their families in Denton County by providing quality, affordable childcare and early childhood education. Special emphasis and attention are placed on serving children from low to middle‐income families. Funds will cover a portion of the salaries for two (2) Lead Teachers. $45,000 91 Denton County Friends of the Family Salary support for a Shelter Director to ensure shelter is properly equipped to improve clients sense of safety, provide support in overcoming the impact of violence and abuse, and begin the process of helping the client achieve and maintain self‐sufficiency free from family violence.$50,000 208Denton County MHMR LOSS TeamOutreach to Suicide Survivors by LOSS Team who are on‐site at the scene of a suicide to provide resources and hope to newly bereaved. Funds will cover the cost of the LOSS Team Coordinator salary. $28,000 300Grace Like Rain A two‐year, three‐phase case management and referrals for households experiencing or at‐risk of homelessness. $75,000 450Health Services of North TexasProvides quality primary medical care for impoverished and uninsured/underinsured patients of all ages (including women's health & prenatal care). $75,000 300Solutions of North TexasProvide "scholarship" funds to those who need services but cannot pay, as well as the integral case management services that ensures success in the program. Funds will pay for a portion of the salary for case manager personnel and scholarships for bed days. $100,000 250Opening Doors International ServicesProvide outreach, consultation on immigration benefits and openings for immigration cases at low‐ or no‐cost. $12,000 656Our Daily BreadSecurity and staff supporting programs related to daily meals, supportive program services, and referrals for individuals experiencing economic hardships, food insecurity, Enhanced Shelter, program services, and referrals for individuals experiencing homelessness.$90,000 2142PediPlacePrimary healthcare for children residing in Denton ages birth to 18 who are uninsured or qualify for Medicaid or CHIP benefits. $25,000 6825SPANSenior nutrition program providing hot, nutritionally regulated home delivered and congregate meals for senior adults in Denton. $26,000 1030Salvation Army DentonAssistance with food provided during the K.A.R.E. Kitchen daily meals and Food Pantry for clients experiencing homelessness and low‐income households. $35,000 8478Funding AmountOrganization Project DescriptionProjected Outputs71 Page 1 of 2 ORDINANCE NO. 22-1574 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE A FUNDING AGREEMENT BETWEEN THE CITY AND THE SALVATION ARMY, A GEORGIA CORPORATION TO PROVIDE AMERICAN RESCUE PLAN CORONAVIRUS STATE AND LOCAL FISCAL RECOVERY FUNDS FOR THE SALVATION ARMY KARE KITCHEN AND FOOD PANTRY IN DENTON, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS IN AN AMOUNT NOT TO EXCEED $35,000.00; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton has received Coronavirus State and Local Fiscal Recovery Funds (SLFRF) under the American Rescue Plan Act to provide support to State territorial, local, and Tribal gov- ernments in responding to the economic and public health impacts of COVID-19 and in their efforts to contain impacts on their communities, residents, and businesses; and WHEREAS, the nonprofit sector continues to face the negative economic impacts of COVID-19; and WHEREAS, the individuals receiving services from nonprofits continue to be disproportionately impacted by the negative economic impacts of COVID-19; and WHEREAS, the City has adopted a budget and included therein an authorized budget for the ex- penditure of SLFRF funds in accordance with its 2022-2023 Operating Budget; and WHEREAS, the Community Services Advisory Committee ("CSAC") of the City has reviewed the proposal for services of The Salvation Army, A Georgia Corporation (the “SUBRECIPIENT”) for the Sal- vation Army KARE Kitchen and Food Pantry and has determined that the SUBRECIPIENT performs an important service for the residents of Denton without regard to race, religion, color, age, or national origin, and the CSAC recommends the award of SLFRF funds for such services in accordance with the 2020-2022 City of Denton Consolidated Plan pursuant to the 2022-2023 ARP Service Agreement between the City and SUBRECIPIENT attached hereto as Attachment 1 and incorporated herein for all purposes (the “Agree- ment”); and WHEREAS, the City has designated the Community Development Division as the division respon- sible for the administration of the Agreement and all matters pertaining thereto; and WHEREAS, the City Council deems it in the public interest to enter into the Agreement in support of much needed services for Denton residents; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations in the preamble of this ordinance are incorporated herein by reference as true and as if fully set forth in the body of this ordinance. SECTION 2. The City Manager or their designee is hereby authorized to execute the Agreement with The Salvation Army, a Georgia Corporation to provide for the Salvation Army KARE Kitchen and Food Pantry. 72 Page 2 of 2 SECTION 3. The City Manager or designee is hereby authorized to expend funds in an amount not to exceed $35,000.00 of SLFRF funds in the manner specified in the Agreement, and to take any other actions that may be necessary or convenient, in the reasonable opinion of either the City Manager or the City Attorney, to carry out the City’s rights and obligations under the Agreement. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. 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: 2022.10.03 09:59:50 -05'00' 73 3DJHRI $536(59,&($*5((0(17 %(7:((17+(&,7<2)'(17217(;$6$1' 7+(6$/9$7,21$50<$*(25*,$&25325$7,213529,',1*)257+(3$<0(17$1' 86(2)$0(5,&$15(6&8(3/$1$&7)81',1* 7KLV$JUHHPHQWLVKHUHE\HQWHUHGLQWRE\DQGEHWZHHQWKH&LW\RI'HQWRQD7H[DVPXQLFLSDOFRUSRUDWLRQDFWLQJE\ DQGWKURXJKLWV&LW\0DQDJHUKHUHLQDIWHUUHIHUUHGWRDV³&,7<´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¶V6WDWHDQG/RFDO)LVFDO5HFRYHU\)XQGV6/)5)DQG :+(5($6&,7< V&RPPXQLW\6HUYLFHV$GYLVRU\&RPPLWWHH&6$&KDVUHYLHZHGWKH68%5(&,3,(17¶VSUR SRVDOIRUVHUYLFHVDQGKDVGHWHUPLQHGWKDW68%5(&,3,(17SHUIRUPVDQLPSRUWDQWVHUYLFHIRUWKHUHVLGHQWVRIWKH &LW\ RI 'HQWRQ ZLWKRXW UHJDUG WR UDFH UHOLJLRQ FRORU DJH RU QDWLRQDO RULJLQ DQG &6$& UHFRPPHQGV 68%5(&,3,(17¶VSURSRVDOIRUVHUYLFHVDQG :+(5($6&,7<KDVGHWHUPLQHGWKDWWKH68%5(&,3,(17¶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¶V&LW\&RXQFLOKDVDSSURYHGWKLV$JUHHPHQWDQGWKHH[SHQGLWXUHRIXSWRLQ6/)5) IXQGVFRQVLVWHQWZLWKWKHWHUPVRIWKLV$JUHHPHQW 12:7+(5()25(WKHSDUWLHVKHUHWRDJUHHDQGE\WKHH[HFXWLRQKHUHRIDUHERXQGWRWKHPXWXDOREOLJDWLRQVDQG WRWKHSHUIRUPDQFHDQGDFFRPSOLVKPHQWRIWKHFRQGLWLRQVKHUHLQDIWHUGHVFULEHG 7(50 7KLV$JUHHPHQWVKDOOFRPPHQFHRQRUDVRI2FWREHUDQGVKDOOWHUPLQDWHRQ6HSWHPEHUXQOHVV VRRQHUWHUPLQDWHGLQDFFRUGDQFHZLWK6HFWLRQ³7HUPLQDWLRQ´ 5(63216,%,/,7,(6 68%5(&,3,(17KHUHE\DFFHSWVWKHUHVSRQVLELOLW\IRUWKHSHUIRUPDQFHRIDOOVHUYLFHVDQGDFWLYLWLHVGHVFULEHGLQWKH 6FRSHRI6HUYLFHVDWWDFKHGKHUHWRDV([KLELW$DQGLQFRUSRUDWHGKHUHLQE\UHIHUHQFHLQDVDWLVIDFWRU\DQGHIILFLHQW PDQQHUDVGHWHUPLQHGE\&,7<LQDFFRUGDQFHZLWKWKHWHUPVKHUHLQ&,7<ZLOOFRQVLGHU68%5(&,3,(17¶VH[HF XWLYHRIILFHUWREH68%5(&,3,(17¶VUHSUHVHQWDWLYHUHVSRQVLEOHIRUWKHPDQDJHPHQWRIDOOFRQWUDFWXDOPDWWHUVSHU WDLQLQJKHUHWRXQOHVVZULWWHQQRWLILFDWLRQWRWKHFRQWUDU\LVUHFHLYHGIURP68%5(&,3,(17DQGDSSURYHGE\&,7< 7KH&,7<¶V'LUHFWRURI&RPPXQLW\6HUYLFHVZLOOEH&,7<¶VUHSUHVHQWDWLYHUHVSRQVLEOHIRUWKHDGPLQLVWUDWLRQRIWKLV $JUHHPHQW %HQHILFLDULHV RI WKH DFWLYLWLHV WR EH SURYLGHG KHUHXQGHU PXVW UHVLGH LQ WKH &LW\ RI 'HQWRQ DQG 68%5(&,3,(17FHUWLILHVWKDWWKHDFWLYLWLHVFDUULHGRXWZLWKWKHVHIXQGVVKDOOPHHWWKH$PHULFDQ5HVFXH3ODQ¶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± %0HDVXUHRI/LDELOLW\,QFRQVLGHUDWLRQRIIXOODQGVDWLVIDFWRU\SHUIRUPDQFHRIWKHVHUYLFHVDQGDFWLYLWLHVKHUH XQGHUE\68%5(&,3,(17DQGUHFHLSWRIUHTXLUHGUHSRUWLQJDQGGRFXPHQWDWLRQRIH[SHQGLWXUHV&,7<VKDOO PDNHSD\PHQWVWR68%5(&,3,(17EDVHGRQWKH%XGJHWLQ([KLELW%VXEMHFWWRWKHOLPLWDWLRQVDQGSURYLVLRQV VHWIRUWKLQ([KLELW%DQGLQWKLV6HFWLRQDQG6HFWLRQRIWKLV$JUHHPHQW3D\PHQWVPD\EHFRQWLQJHQWXSRQ FHUWLILFDWLRQRIWKH68%5(&,3,(17¶VILQDQFLDOPDQDJHPHQWV\VWHPLQDFFRUGDQFHZLWKWKHVWDQGDUGVVSHFLILHG LQ&)53DUW8QLIRUP$GPLQLVWUDWLYH5HTXLUHPHQWV&RVW3ULQFLSOHVDQG$XGLW5HTXLUHPHQWVIRU)HGHUDO $ZDUGV 7KHSDUWLHVH[SUHVVO\XQGHUVWDQGDQGDJUHHWKDW&,7<¶VREOLJDWLRQVXQGHUWKLV6HFWLRQDUHFRQWLQJHQWXSRQ &,7<¶VUHFHLSWDQGDSSURSULDWLRQRIDGHTXDWH$53IXQGVWRPHHW&,7<¶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¶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¶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¶VDXWKRUL]HGUHSUHVHQWDWLYHVDFFHVVWRDQGWKHULJKWWRUHSURGXFHDOOUHFRUGVEHORQJLQJWRRU LQXVHE\68%5(&,3,(17SHUWDLQLQJWRWKLV$JUHHPHQW6XFKDFFHVVVKDOOFRQWLQXHDVORQJDV68%5(&,3,(17 UHWDLQVWKHUHFRUGV68%5(&,3,(17VKDOOPDLQWDLQVXFKUHFRUGVLQDQDFFHVVLEOHORFDWLRQ '68%5(&,3,(17VKDOOUHIUDLQIURPHQWHULQJLQWRDQ\VXEFRQWUDFWIRUVHUYLFHVZLWKRXWSULRUDSSURYDOLQZULWLQJ E\&,7<RIWKHTXDOLILFDWLRQVRIWKHVXEFRQWUDFWRUWRSHUIRUPDQGPHHWWKHVWDQGDUGVRIWKLV$JUHHPHQW$OO VXEFRQWUDFWVHQWHUHGLQWRE\WKH68%5(&,3,(17ZLOOEHVXEMHFWWRWKHUHTXLUHPHQWVRIWKLV$JUHHPHQW7KH 68%5(&,3,(17DJUHHVWREHUHVSRQVLEOHWR&,7<IRUWKHSHUIRUPDQFHRIDQ\VXEFRQWUDFWRU (68%5(&,3,(17IXUWKHUDJUHHVDQGFHUWLILHVWKDWLIWKHUHJXODWLRQVDQGLVVXDQFHVSURPXOJDWHGSXUVXDQWWRWKH $FWDUHDPHQGHGRUUHYLVHGLWVKDOOFRPSO\ZLWKWKHPRUQRWLI\&,7<DVSURYLGHGLQ6HFWLRQRIWKLV$JUHH PHQW 3(5)250$1&(%<68%5(&,3,(17 68%5(&,3,(17ZLOOSURYLGHRYHUVHHDGPLQLVWHUDQGFDUU\RXWWKHDFWLYLWLHVDQGVHUYLFHVVHWRXWLQWKH6FRSHRI 6HUYLFHVGHVFULEHGLQ([KLELW$XWLOL]LQJWKHIXQGVLQDFFRUGDQFHZLWKWKHEXGJHWGHVFULEHGLQ([KLELW%%RWKSDUWLHV DJUHHDQGDFNQRZOHGJHWKDWWKHDPRXQWRIIXQGVSURYLGHGKHUHXQGHULVQHFHVVDU\DQGVXIILFLHQWSD\PHQWIRUIXOODQG VDWLVIDFWRU\SHUIRUPDQFHRIWKHSURJUDPLQDFFRUGDQFHZLWKDOOWHUPVSURYLVLRQVDQGUHTXLUHPHQWVRIWKLV$JUHH PHQW1RPRGLILFDWLRQVRUDOWHUDWLRQVPD\EHPDGHWRWKH6FRSHRI6HUYLFHVRU%XGJHWZLWKRXWWKHSULRUZULWWHQ DSSURYDORIWKH&,7<¶V'LUHFWRURI&RPPXQLW\6HUYLFHV 3$<0(176 $3D\PHQWVWR68%5(&,3,(177KH&,7<VKDOOSD\WR68%5(&,3,(17DPD[LPXPDPRXQWRIPRQH\QRWWR H[FHHG7KLUW\ILYH7KRXVDQG'ROODUV±IRUVHUYLFHVUHQGHUHGXQGHUWKLV$JUHHPHQW7KH&,7<ZLOO 77 3DJHRI SD\WKHVHIXQGVRQDUHLPEXUVHPHQWEDVLVWR68%5(&,3,(17ZLWKLQWZHQW\RQHGD\VDIWHU&,7<KDVUHFHLYHG VXSSRUWLQJGRFXPHQWDWLRQRIHOLJLEOHH[SHQGLWXUHV([SHQVHVLQFXUUHGRQRUDIWHU2FWREHUPD\EHHOLJLEOH IRUUHLPEXUVHPHQW'RFXPHQWDWLRQRIH[SHQGLWXUHVPXVWEHVXEPLWWHGWRWKH&RPPXQLW\'HYHORSPHQW'LYLVLRQ E\WKHGDWHVUHTXLUHGE\&RPPXQLW\'HYHORSPHQW68%5(&,3,(17¶6IDLOXUHWRSURYLGHWKHLQIRUPDWLRQRQD WLPHO\EDVLVPD\MHRSDUGL]HSUHVHQWRUIXWXUHIXQGLQJ %)XQGVDUHWREHXVHGIRUWKHVROHSXUSRVHRISURYLGLQJWKHVHUYLFHVGHVFULEHGLQWKH6FRSHRI6HUYLFHVLQ([KLELW $DQGEDVHGRQWKH%XGJHWLQ([KLELW% &68%5(&,3,(17¶VUHLPEXUVHPHQWUHTXHVWIRUDQ\RQHPRQWKSHULRGZLOOQRWH[FHHGRQHIRXUWKRIDQ\ EXGJHWHGOLQHLWHPVIRUFRVWVDVVSHFLILHGLQ([KLELW%ZLWKRXWSULRUZULWWHQDXWKRUL]DWLRQIURPWKH&,7< ',ILQ&,7<¶VVROHMXGJPHQW68%5(&,3,(17¶VUHLPEXUVHPHQWUHTXHVWIRUDQ\SHULRGGRHVQRWSURYLGHVXIILFLHQW GRFXPHQWDWLRQRIDOORZDEOHH[SHQGLWXUHVRULI&,7<UHTXHVWVLQVSHFWLRQRUYHULILFDWLRQRIFODLPHGH[SHQGLWXUHV DIWHUUHFHLSWRIDUHLPEXUVHPHQWUHTXHVW&,7<PD\ZLWKKROGUHLPEXUVHPHQWIRUWKRVHH[SHQGLWXUHVIRUDQ DPRXQWRIWLPHGHHPHGUHDVRQDEOHE\&,7<SHQGLQJVXFKLQVSHFWLRQYHULILFDWLRQRUUHFHLSWRIGRFXPHQWDWLRQ (([FHVV3D\PHQW68%5(&,3,(17VKDOOUHIXQGWR&,7<ZLWKLQWHQZRUNLQJGD\VRI&,7<¶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¶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¶V%XGJHW([KLELW%GRHVQRWFRQVWLWXWHSULRUZULWWHQDSSURYDOHYHQWKRXJK FHUWDLQLWHPVPD\DSSHDUKHUHLQ&,7<¶VSULRUZULWWHQDXWKRUL]DWLRQLVUHTXLUHGLQRUGHUIRUWKHIROORZLQJWR EHFRQVLGHUHGDOORZDEOHFRVWV (QFXPEUDQFHVRUH[SHQGLWXUHVGXULQJDQ\RQHPRQWKSHULRGZKLFKH[FHHGVRQHIRXUWKRIWKH WRWDO%XGJHWIRUDQ\SDUWLFXODUOLQHLWHPDVVSHFLILHGLQ([KLELW% &,7<VKDOOQRWEHREOLJDWHGWRDQ\WKLUGSDUWLHVLQFOXGLQJDQ\VXEFRQWUDFWRUVRI68%5(&,3,(17 DQG&,7<IXQGVVKDOOQRWEHXVHGWRSD\IRUDQ\FRQWUDFWVHUYLFHH[WHQGLQJEH\RQGWKHH[SLUDWLRQRI WKLV$JUHHPHQW $Q\DOWHUDWLRQVRUUHORFDWLRQRIWKHIDFLOLWLHVRQDQGLQZKLFKWKHDFWLYLWLHVVSHFLILHGLQ([KLELW$DUH FRQGXFWHG $Q\DOWHUDWLRQVGHOHWLRQVRUDGGLWLRQVWRWKH%XGJHWGHWDLOLQFRUSRUDWHGLQ([KLELW% &RVWVRUIHHVIRUWHPSRUDU\HPSOR\HHVRUVHUYLFHV $Q\IHHVRUSD\PHQWVIRUFRQVXOWDQWVHUYLFHVDQG )HHVIRUDWWHQGLQJRXWRIWRZQPHHWLQJVVHPLQDUVRUFRQIHUHQFHV ':ULWWHQUHTXHVWVIRUSULRUDSSURYDODUH68%5(&,3,(17¶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¶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¶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¶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¶V&RPPXQLW\'H YHORSPHQW'LYLVLRQ5HSRUWVVKDOOLQFOXGHVXFKLQIRUPDWLRQDVUHTXHVWHGE\WKH&,7<¶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¶VUHFHLSWRIWKHPRQ LWRULQJUHSRUWRUDXGLWUHYLHZOHWWHU)XWXUHFRQWUDFWSD\PHQWVFDQEHZLWKKHOGIRUWKH68%5(&,3,(17¶VIDLOXUH WRVXEPLWDZULWWHQUHVSRQVHZLWKLQGD\V *68%5(&,3,(17 VKDOO VXEPLW FRSLHV RI DQ\ ILVFDO PDQDJHPHQW RUDXGLW UHSRUWV E\ DQ\ RI WKH 68%5(&,3,(17¶V IXQGLQJ RU UHJXODWRU\ ERGLHV WR &,7< ZLWKLQ WHQ ZRUNLQJ GD\V RI UHFHLSW E\ WKH 68%5(&,3,(17 0$,17(1$1&(2)5(&25'6 $68%5(&,3,(17DJUHHVWRPDLQWDLQUHFRUGVWKDWZLOOSURYLGHDFFXUDWHFXUUHQWVHSDUDWHDQGFRPSOHWHGLVFORVXUH RIWKHVWDWXVRIWKHIXQGVUHFHLYHGXQGHUWKLV$JUHHPHQWLQFRPSOLDQFHZLWKWKHSURYLVLRQVRI([KLELW$DQG ([KLELW%DWWDFKHGKHUHWRDQGZLWKDQ\RWKHUDSSOLFDEOH)HGHUDODQG6WDWHUHJXODWLRQVHVWDEOLVKLQJVWDQGDUGVIRU ILQDQFLDOPDQDJHPHQW68%5(&,3,(17¶VH[SHQGLWXUHVRIIXQGVPDGHXQGHUWKLV$JUHHPHQWZLOOFRQIRUPWR &)58QLIRUP$GPLQLVWUDWLYH5HTXLUHPHQWV&RVW3ULQFLSOHVDQG$XGLW5HTXLUHPHQWVIRU)HGHUDO$ZDUGV DVWKH\SHUWDLQWRFRVWVLQFXUUHGDXGLWVSURJUDPLQFRPHDGPLQLVWUDWLRQDQGRWKHUDFWLYLWLHVDQGIXQFWLRQV 68%5(&,3,(17¶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¶0((7,1*6 'XULQJWKHWHUPRIWKLV$JUHHPHQW68%5(&,3,(17VKDOOFDXVHWREHGHOLYHUHGWR&,7<FRSLHVRIDOOQRWLFHVRI PHHWLQJVRILWV%RDUGRI'LUHFWRUVVHWWLQJIRUWKWKHWLPHDQGSODFHWKHUHRI6XFKQRWLFHVKDOOEHGHOLYHUHGWR&,7< LQDWLPHO\PDQQHUWRJLYHDGHTXDWHQRWLFHDQGVKDOOLQFOXGHDQDJHQGDDQGDEULHIGHVFULSWLRQRIWKHPDWWHUVWREH GLVFXVVHG68%5(&,3,(17XQGHUVWDQGVDQGDJUHHVWKDW&,7<UHSUHVHQWDWLYHVVKDOOEHDIIRUGHGDFFHVVWRDOORIWKH %RDUGRI'LUHFWRUV¶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³2ZQHU7HQDQW´FRYHUDJHZLWK&,7<QDPHGDVDQDGGLWLRQDOLQVXUHG8SRQUHTXHVWRI68%5(&,3,(17&,7< PD\DWLWVVROHGLVFUHWLRQDSSURYHDOWHUQDWHLQVXUDQFHFRYHUDJHDUUDQJHPHQWV &68%5(&,3,(17ZLOOFRPSO\ZLWKDSSOLFDEOHZRUNHUV¶FRPSHQVDWLRQVWDWXHVDQGZLOOREWDLQHPSOR\HUV¶OLDELOLW\ FRYHUDJHZKHUHDYDLODEOHDQGRWKHUDSSURSULDWHOLDELOLW\FRYHUDJHIRUSURJUDPSDUWLFLSDQWVLIDSSOLFDEOH '68%5(&,3,(17ZLOOPDLQWDLQDGHTXDWHDQGFRQWLQXRXVOLDELOLW\LQVXUDQFHRQDOOYHKLFOHVRZQHGOHDVHGRU RSHUDWHGE\68%5(&,3,(17$OOHPSOR\HHVRI68%5(&,3,(17ZKRDUHUHTXLUHGWRGULYHDYHKLFOHLQWKH QRUPDOVFRSHDQGFRXUVHRIWKHLUHPSOR\PHQWPXVWSRVVHVVDYDOLG7H[DVGULYHU¶VOLFHQVHDQGDXWRPRELOHOLDELOLW\ 82 3DJHRI LQVXUDQFH(YLGHQFHRIWKHHPSOR\HH¶VFXUUHQWSRVVHVVLRQRIDYDOLGOLFHQVHDQGLQVXUDQFHPXVWEHPDLQWDLQHGRQ DFXUUHQWEDVLVLQ68%5(&,3,(17¶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¶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³PHPEHURILPPHGLDWHIDPLO\´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his document is prepared in accordance with the City of Denton’s American Rescue Plan Act Grant Pro- gram, with funding received from the United States Department of Treasury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¶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¶VIDLOXUHWRDWWDLQFRPSOLDQFHGXULQJDQ\SUHVFULEHGSHULRGRIVXVSHQVLRQDVSURYLGHGLQ 6HFWLRQ 68%5(&,3,(17¶VIDLOXUHWRPDWHULDOO\FRPSO\ZLWKDQ\RIWKHWHUPVRIWKLV$JUHHPHQW 68%5(&,3,(17¶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¶VSURSHUW\RU LQVWLWXWLRQ RI EDQNUXSWF\ UHRUJDQL]DWLRQ UHDUUDQJHPHQW RI RU OLTXLGDWLRQ SURFHHGLQJV E\ RU DJDLQVW 68%5(&,3,(17 68%5(&,3,(17¶VLQDELOLW\WRFRQIRUPWRFKDQJHVUHTXLUHGE\)HGHUDO6WDWHDQGORFDOODZVRUUHJXODWLRQV DVSURYLGHGLQ6HFWLRQDQG6HFWLRQRIWKLV$JUHHPHQW 7KHFRPPLVVLRQRIDQDFWRIEDQNUXSWF\ 68%5(&,3,(17¶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¶VRUJDQL]DWLRQQRW RFFDVLRQHGE\DEUHDFKRIWKLV$JUHHPHQW (8SRQUHFHLSWRIQRWLFHWRWHUPLQDWH68%5(&,3,(17VKDOOFDQFHOZLWKGUDZRURWKHUZLVHWHUPLQDWHDQ\RXW VWDQGLQJRUGHUVRUVXEFRQWUDFWVZKLFKUHODWHWRWKHSHUIRUPDQFHRIWKLV$JUHHPHQW&,7<VKDOOQRWEHOLDEOHWR 68%5(&,3,(17 RU 68%5(&,3,(17¶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¶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¶VKRPHOHVVDVVLVWDQFHIXQGV 3DUWLFLSDWHLQWKH'HQWRQ&RXQW\+RPHOHVV/HDGHUVKLS7HDPPHHWLQJVDQGDQ\DSSOLFDEOHZRUNJURXSV 7KH'HQWRQ&RXQW\+RPHOHVV/HDGHUVKLS7HDPLVDFROODERUDWLYHFURVVVHFWRUWHDPWKDWFRQYHQHVWR LPSURYHWKHSODQQLQJFRRUGLQDWLRQRYHUVLJKWDQGLPSOHPHQWDWLRQUHTXLUHGWRFUHDWHV\VWHPVFKDQJHIRU KRXVLQJKRPHOHVVQHVVLQLWLDWLYHVLQ'HQWRQ&RXQW\)XUWKHUWKH68%5(&,3,(17LVHQFRXUDJHGWRZRUN LQSDUWQHUVKLSZLWKIHOORZVHUYLFHSURYLGHUVWRLPSURYHHIILFLHQF\DQGHIIHFWLYHQHVV ,)RUSXUSRVHVRIWKLV$JUHHPHQWDOORIILFLDOFRPPXQLFDWLRQVDQGQRWLFHVDPRQJWKHSDUWLHVVKDOOEHGHHPHGPDGH LIGHOLYHUHGE\FRXULHURURYHUQLJKWPDLOVHUYLFHRULIVHQW860DLOSRVWDJHSDLGLQHDFKFDVHWRWKHSDUWLHVDQG DGGUHVVHVVHWIRUWKEHORZ 72&,7<7268%5(&,3,(17 &LW\0DQDJHU7KH6DOYDWLRQ$UP\D*HRUJLD&RUSRUDWLRQ &LW\RI'HQWRQ$WWQ([HFXWLYH'LUHFWRU&(2&RPPDQGHU (0F.LQQH\(0F.LQQH\6WUHHW 'HQWRQ7H[DV'HQWRQ7; ZDFRS\WR &LW\$WWRUQH\ (0F.LQQH\ 'HQWRQ7; - 7KLV$JUHHPHQWVKDOOEHLQWHUSUHWHGLQDFFRUGDQFHZLWKWKHODZVRIWKH6WDWHRI7H[DVDQGYHQXHRIDQ\OLWLJD WLRQFRQFHUQLQJWKLV$JUHHPHQWVKDOOEHLQDFRXUWFRPSHWHQWMXULVGLFWLRQVLWWLQJLQ'HQWRQ&RXQW\7H[DV [Signature page follows] 89 3DJH RI ,1:,71(662):+,&+WKLV$JUHHPHQWKDVEHHQH[HFXWHGDVRIWKHBBBBBBBBGD\RIBBBBBBBBBBBBBBBBBBBBBBB &,7<2)'(17217KH6DOYDWLRQ$UP\D*HRUJLD&RUSRUDWLRQ %<%< 6$5$+(16/(< &,7<0$1$*(5 7,7/( $77(67$77(67 %<%< 526$5,26 &,7<6(&5(7$5<7,7/( $33529('$672/(*$/)250 %< 0$&.5(,1:$1' &,7<$77251(< Digitally signed by Scott Bray Date: 2022.10.03 10:00:05 -05'00' 90 3DJHRI 7+,6$*5((0(17+$6%((1 %27+5(9,(:('$1'$33529(' DVWRILQDQFLDODQGRSHUDWLRQDO REOLJDWLRQVDQGEXVLQHVVWHUPV 6LJQDWXUH 'LUHFWRURI&RPPXQLW\6HUYLFHV 7LWOH &RPPXQLW\6HUYLFHV 'HSDUWPHQW 'DWH6LJQHG 91 3DJHRI ([KLELW$ 6FRSHRI6HUYLFHV 7KH6FRSHRI6HUYLFHVXQGHUWKLV$JUHHPHQWVKDOOEHDVIROORZV 6(&7,21,±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±287&20(6 7UDFNLQJRXWFRPHPHDVXUHVZLOOEHDWRROE\ZKLFKWKH&,7<DQGWKH5(&,3,(17FDQPHDVXUHVHUYLFHVGHOLYHUHG DQGSHUIRUPDQFHXQGHUWKLVDJUHHPHQW 5(&,3,(17SURYLGHVEHQHILWVWRWKHFLWL]HQVRIWKH&LW\RI'HQWRQWKURXJKWKHVHRXWFRPHV xRIKRXVHKROGVVHUYHGZLOOUHSRUWWKDWWKH\DUHVXVWDLQLQJDKHDOWKGLHWGXHWRWKHIRRGWKH\UHFHLYHIURP WKH)RRG3DQWU\RIDWRWDORIFOLHQWHGVHUYHG xRIKRXVHKROGVVHUYHGLQERWKSURJUDPVZLOOUHSRUWDGHFUHDVHLQWKHLU)RRG3DQWU\XVDJHIURPPRQWKO\ WRTXDUWHUO\FRPSDUHGWRSUHYLRXV\HDURIDWRWDORIFOLHQWVVHUYHG xRIKRXVHKROGVZLOOUHSRUWWKDWWKH\UHFHLYHGUHIHUUDOVIRURWKHUDJHQFLHV2XWRIWKDWZLOO UHSRUWWKDWWKH\IROORZHGXSZLWKWKHUHIHUUDODJHQF\RIDWRWDORIFOLHQWVVHUYHG 6(&7,21,,±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¶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³'LVFORVXUH )RUPWR5HSRUW/REE\LQJ´LQDFFRUGDQFHZLWKLWVLQVWUXFWLRQV 7KHXQGHUVLJQHGVKDOOUHTXLUHWKDWWKHODQJXDJHRIWKLV&HUWLILFDWLRQEHLQFOXGHGLQWKHDZDUGGRFXPHQWVIRUDOO VXEDZDUGVDWDOOWLHUVLQFOXGLQJVXEFRQWUDFWRUVVXEJUDQWVDQGFRQWUDFWVXQGHUJUDQWVORDQVDQGFRRSHUDWLYH DJUHHPHQWVDQGWKDWDOOUHFLSLHQWVRIVXEDZDUGVVKDOOFHUWLI\DQGGLVFORVHDFFRUGLQJO\ 7KLVFHUWLILFDWLRQLVDPDWHULDOUHSUHVHQWDWLRQRIIDFWXSRQZKLFKUHOLDQFHZDVSODFHGZKHQWKLVWUDQVDFWLRQZDVPDGH RUHQWHUHGLQWR6XEPLVVLRQRIWKHFHUWLILFDWLRQLVDSUHUHTXLVLWHIRUPDNLQJRUHQWHULQJLQWRWKLVWUDQVDFWLRQLPSRVHG E\6HFWLRQ7LWOH86&RGH$Q\SHUVRQZKRIDLOVWRILOHWKHUHTXLUHGFHUWLILFDWLRQVKDOOEHVXEMHFWWRDFLYLO SHQDOW\RIQRWOHVVWKDQDQGQRWPRUHWKDQIRUHDFKVXFKIDLOXUH 7KH6DOYDWLRQ$UP\D*HRUJLD&RUSRUDWLRQ *UDQWHH 6LJQDWXUH 7LWOH 'DWH 95 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-2125,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the approval of a first amendment to a contract between the City of Denton and Parker Power Systems,Inc., amending the contract approved by City Council on February 9,2021,in the not-to-exceed amount of $750,000.00;said first amendment to continue to provide generator repairs,replacement,preventative maintenance,and installation in City of Denton buildings for the Facilities Management Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 7534 -providing for an additional first amendment expenditure amount not-to-exceed $187,500.00,with the total contract amount not-to-exceed $937,500.00). City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™96 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: October 25, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a first amendment to a contract between the City of Denton and Parker Power Systems, Inc., amending the contract approved by City Council on February 9, 2021, in the not-to-exceed amount of $750,000.00; said first amendment to continue to provide generator repairs, replacement, preventative maintenance, and installation in City of Denton buildings for the Facilities Management Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7534 – providing for an additional first amendment expenditure amount not-to-exceed $187,500.00, with the total contract amount not-to-exceed $937,500.00). INFORMATION/BACKGROUND In February 2021, RFP 7534 was opened in the amount of $750,000 for the Facilities Management Department with the intent to spend approximately $150,000 per year for five (5) years on generator repairs, replacement, installation, and preventative maintenance for thirty (30) generators. City operations with generators include Public Safety Dispatch, various servers for Technology Services, lift stations for Wastewater, fuel distribution for Fleet Services, and Denton Municipal Electric. Several weeks after the contract was awarded, Winter Storm Uri hit and emphasized the necessity for well-maintained generators within the City to mitigate the effects of severe weather on operations. Based on the Winter Weather Action Plan, additional generator replacements and repairs were identified at several Fire Stations. These replacement costs, along with cost escalations due to supply demand and shipping delays, have depleted available contract spend faster than anticipated. The additional funds will allow us to move forward with needed repairs, preventative maintenance, and installations until we are able to get a new contract in place. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 9, 2021, City Council approved a contract with Parker Power Systems, Inc., in the not-to- exceed amount of $750,000 (Ordinance 21-174). RECOMMENDATION Award Amendment No. 1 with Parker Power Systems, Inc., to continue to provide generator repairs, replacement, preventative maintenance, and installation in City of Denton buildings for the Facilities Management Department, in a not-to-exceed amount of $187,500, for a total amended contract amount of $937,500. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 97 PRINCIPAL PLACE OF BUSINESS Parker Power Systems, Inc. Austin, TX ESTIMATED SCHEDULE OF PROJECT This contract expires on February 8, 2026. FISCAL INFORMATION These services will be funded from Facilities Operating budget account 880200.6545 and various job cost accounts. Requisitions will be entered on an as-needed basis. The new budgeted amount for this item is $937,500. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Ordinance and Contract Exhibit 3: Ordinance and Amendment 1 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Trevor Crain, 940-349-7426. Legal point of contact: Marcella Lunn at 940-349-8333. 98 ORDINANCE NO. 21-174 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A CONTRACT WITH PARKER POWER SYSTEMS, WC., TO PROVDE MAnqTENANCE, INSPECTION, AND REPAER SERVICES ON GENERATORS FOR VARIOUS crrY OF DENTON DEPARTMENTS; PROVDHqG FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVDING AN EFFECTIVE DATE (RFP 7534 - AWARDED TO PARKER POWER SYSTEMS, NC., 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 $750,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals to provide maintenance, inspection, and repair services on generators for various City of Denton departments; and WHEREAS, the City Manager, or a designated employee, has received, reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAnqs : SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7534 Parker Power Systems, Inc,$750,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. 99 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 his designated representative, is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by an e_ bcN : 3 and seconded by Cnc-,a-, e_ eN) b& , the ordinance was passed and approved by the following vote [] - a: Aye Nay Abstain Absent Mayor Gerard Hudspeth: Birdia Johnson. District 1 : Connie Baker, District 2: Jesse Davis. District 3 : John Ryan, District 4: Deb Annintor, At Large Place 5: Paul Meltzer, At Large Place 6: 34 Ja J a J J PASSED AND APPROVED thi, th, or th d,, ,f kb:oacd _, 2021. MEGA–Y–Mdm 100 ATTEST: ROSA RIOS, CITY SECRETARY L\\\lllltltlf OF Dr l++•••••@ e + nb++ehqb ONtIll APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY Digitally signed by Marcella Lunn DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and ===uL:I; rinG=e==::eR::: TnT roups, ou=General Government, email=Marcella.Lunn@cityofdenton.c om Date: 2021.Ol.21 16:22:35 <)6'00' JWVb\VNwcLth„\ 101 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 7534 Christa Christian RFP Yes Generator Services February 9, 2021 February 9, 2026 21-174 Contract # 7534 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND PARKER POWER SYSTEMS, INC (CONTRACT 7534) THIS CONTRACT is made and entered into this date ______________________, by and between PARKER POWER SYSTEMS, INC., a Texas corporation, whose address is 1540 Valwood Parkway, Carrollton, Texas 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 Supplier shall provide products and/or services in accordance with the City’s document RFP 7534 – Generator Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 7534 (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) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F"); (g) Contractor’s Proposal (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization DocuSign Envelope ID: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 02/09/2021 103 Contract # 7534 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ Exhibit A THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ Scott Gray_______ SIGNATURE PRINTED NAME Director Facilities and CIP___________ TITLE _Facilities Administration___________ DEPARTMENT DocuSign Envelope ID: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB President richard@parkerpower.com richard@parkerpower.com 972-484-9044 Richard Parker 104 Contract # 7534 Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $750,000. Pricing shall be per Exhibit G attached. 2. 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. 3. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. DocuSign Envelope ID: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB Exhibit A 105 Contract # 7534 4. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below:  Delivery beyond contracted lead times  Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 106 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 107 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 108 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 109 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 110 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 111 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 112 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 113 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 114 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 115 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 116 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 117 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 118 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 119 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 120 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 121 Contract # 7534 in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any DocuSign Envelope ID: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 122 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 123 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 124 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 125 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 126 Contract # 7534  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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 127 Contract # 7534 [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). [ X] 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 128 Contract # 7534 [ ] 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 129 Contract # 7534 ATTACHMENT 1 [X] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 130 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 131 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 132 Contract # 7534 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: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 133 Contract # 7534 Exhibit F 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. PARKER POWER SYSTEMS, 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. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB 134 Line # Description QTY UOMUnit Extended1Inspection, Load Bank, & Testing Labor Services Pricing2SECTION A ‐ Inspection & Testing:3Preventive Maintenance36 EA$165.00$5,940.0042 hour Load Bank Test (any unit over 250KW requires load bank rental at additional cost)36 EA $500.00 $18,000.0054 hour Load Bank Test (any unit over 250KW requires load bank rental at additional cost)6EA$700.00$4,200.006SECTION B ‐ SERVICE WORK HOURLY RATE:7Technician ‐ Regular Working Hours (7:00 AM ‐ 5:00 PM / MONDAY THROUGH FRIDAY)2000 HR $100.00 $200,000.008Assistant (if applicable)2000 HR $0.00 $0.009Technician ‐ After Regular Working Hours and Holidays (SUNDAYS AND HOLIDAYS $200/HR)1000 HR $150.00 $150,000.0010Assistant (if applicable)1000 HR $0.00 $0.0011SECTION C ‐ EMERGENCY WORK HOURS (1‐HOUR RESPONSE TIME REQUIRED)12Technician ‐ Regular Working Hours (7:00 AM ‐ 5:00 PM / MONDAY THROUGH FRIDAY)500 HR $100.00 $50,000.0013Assistant (if applicable)500 HR $0.00 $0.0014Technician ‐ After Regular Working Hours and Holidays (SUNDAYS AND HOLIDAYS $200/HR)500 HR $150.00 $75,000.0015Assistant (if applicable)500 HR $0.00 $0.0016SECTION D‐ CONTRACTOR Material Rates:17Generator and parts material mark‐up from wholesale rates (%) with back‐up documentation (if requested)1 30.0%18SECTION E ‐ SUB‐CONTRACTOR Service and Material Rates:19Subcontractor material mark‐up from wholesale rates (%) with back‐up documentation (if requested)120SECTIONF ‐ ANNUAL PM PRICING Annual PM Price Includes Oil, Oil Filter, Air Filter, Fuel Filter, Air Filter (as needed) and EPA DisposalPARKER POWER SYSTEMSExhibit GDocuSign Envelope ID: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB135 Line # Description QTY UOM Unit Extended20.1Generac Model #: 13195230100 Phase: 3 Voltage: 120/208 KW: 150 KVA: 188 Fuel Type: Diesel1 EA $717.7220.2Building: City Hall East Address: 601 E. Hickory St. Brand: Onan Model #: 125DGEA Phase: 3 Voltage: 277/480 KW: 125 KVA: 156 Fuel Type: Diesel1 EA $651.0820.3DGFA‐3375326 Phase: 3 Voltage: 277/480 KW: 150 KVA: 187.5 Fuel Type: Diesel1 EA $573.6620.4Model #: DSGAB‐1423895 Phase: 3 Voltage: 277/480 KW: 125 KVA: 156.2 Fuel Type: Diesel1 EA $694.2520.5Building: DME ‐ Admin Address: 1659 Spencer Rd. Brand: Kohler Model #: 8OREOZJF Phase: 1 Voltage: 240 KW: 63 KVA: 63 Fuel Type: Diesel1 EA $523.4620.6Model #: DFEH‐7499963 Phase: 3 Voltage: 120/208 KW: 400 KVA: 500 Fuel Type: Diesel1 EA $1,558.4820.711.5 DNAD Phase: 1 Voltage: 120/240 KW: 11.5 KVA: 11.5 Fuel Type: Diesel1 EA $417.4220.8Building: DEM ‐ DEC Address: 8161 Jim Crystal Rd. Brand: Caterpillar Model #: 500 Phase: 3 Voltage: 480 KW: 500 KVA: 625 Fuel Type: Diesel1EANo Bid20.9Model #: 10802190100 Phase: 3 Voltage: 120 / 208 KW: 60 KVA: 75 Fuel Type: Diesel1 EA $417.1820.1060 Model #: DH‐60A‐I (DCA‐60ssA‐I) Phase: 3 / 1 Voltage: 240 / 480 120 / 240 KW: 20 KVA: 60 Fuel Type: Diesel1 EA $601.3320.112702070100 Phase: 3 Voltage: 277/480 KW: 200 KVA: 250 Fuel Type: Diesel1 EA $664.0620.12#: DQDAB‐1600381 Phase: 3 Voltage: 277/480 KW: 275 KVA: 343.7 Fuel Type: Diesel1 EA $1,099.5420.13Cummins/Onan Model #: C200 D6D Phase: 3 Voltage: 120/208 KW: 200 KVA: 250 Fuel Type: Diesel1 EA $577.5720.14#: SD0200GG1787D1SHPLY3 Phase: 3 Voltage: 120/208 KW: 200 KVA: 250 Fuel Type: Diesel1 EA $927.5320.1514009300100 Phase: 1 Voltage: 120/240 KW: 25 KVA: 25 Fuel Type: Diesel1 EA $392.16DocuSign Envelope ID: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB136 Line # Description QTY UOM Unit Extended20.16005861 Phase: 1 Voltage: 120/240 KW: 17 KVA: 17 Fuel Type: Natural Gas1EA$295.9720.17DGFB‐5775769 Phase: 3 Voltage: 277/408 KW: 175 KVA: 218.7 Fuel Type: Diesel1 EA $583.4120.18Building: Fire #8 Address: Colorado Blvd. Brand: Generac Model #: SD150 Phase: 3 Voltage: 120/208 KW: 150 KVA: 188 Fuel Type: Diesel1 EA $1,748.0420.19Building: Fleet Address: 804 Texas St. Brand: Kohler Model #: 80RE0ZJF Phase: 3 Voltage: 277/480 KW: 81 KVA: 101 Fuel Type: Diesel1 EA $517.4620.20#: DQDAC1675541 Phase: 3 Voltage: 277/480 KW: 300 KVA: 375 Fuel Type: Diesel1 EA $1,116.6120.21Model #: 100RZG Phase: 1 Voltage: 120/240 KW: 95 KVA: 95 Fuel Type: Natural Gas1 EA $383.0420.22Model #: 20A01711‐S Phase: 3 Voltage: 120/208 KW: 20 KVA: 25 Fuel Type: Natural Gas1 EA $352.1420.23Dam ‐ North, Aubrey, Brand: Cummins Model #: 1500DFLE‐2415 B Phase: 3 Voltage: 4160V KW: 1500 KVA: 1875 Fuel Type: Diesel1 EA $2,086.8220.24Dam ‐ South, Aubrey, Brand: Cummins Model #: 1500DFLE‐2415 B Phase: 3 Voltage: 4160V KW: 1500 KVA: 1875 Fuel Type: Diesel1 EA $2,086.8220.25Road, Argyle TX 76226 Brand: Kohler Model #: 800REOZM Phase: 3 Voltage: 480V KW: 800 KVA: 1012.5 Fuel Type: Diesel1EA$1,229.0720.26Spectrum Model #: 300DSE Phase: 3 Voltage: 277/480 KW: 410 KVA: 375 Fuel Type: Diesel1EA$513.4420.27Brand: Generac Model #: 14875900100 Phase: 3 Voltage: 277/480 KW: 300 KVA: Fuel Type: Diesel1 EA $1,203.8520.28Generac Model #: SG150 Phase: 3 Voltage: 277/480 KW: 150 KVA: 188 Fuel Type: Natural Gas1 EA $733.9020.29Model #: QT15068KNSN Phase: 3 Voltage: 277/480 KW: 150 KVA: Fuel Type: Natural Gas1 EA $422.5620.30Model #: QT10068GNSN Phase: 3 Voltage: 120/240 KW: 67 KVA: Fuel Type: Natural Gas1 EA $380.76DocuSign Envelope ID: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB137 Line # Description QTY UOM Unit Extended20.31#: 537RSL4034 Phase: 3 Voltage: 277/480 KW: 585 KVA: Fuel Type: Diesel1 EA $795.0820.32Model #: ORDERED WILL BE DELIVERED 2021 Phase: 3 Voltage: 277/480 KW: 500 KVA: Fuel Type: Diesel1EANo Bid20.33Model #: ORDERED WILL BE DELIVERED 2021 Phase: 3 Voltage: 277/480 KW: 500 KVA: Fuel Type: Diesel1EANo Bid20.34Generac Model #: SD175 Phase: 3 Voltage: 277/480 KW: 175 KVA: Fuel Type: Diesel1 EA $935.0320.35Building: McKenna Park Radio Tower Address: 705 Thomas St. Brand: Kohler Model #: 60RE0ZJB Phase: Voltage: KW: 60 KVA: Fuel Type: DIESEL1 EA $431.2520.36Building: Teasley Ln Old Alton Rd Address: 9060 TEASLEY LN. Brand: GENERAC Model #: 11757700100 Phase: Voltage: KW: 50 KVA: Fuel Type: DIESEL1 EA $389.97DocuSign Envelope ID: 9B9013CF-FA1E-4CCF-807D-2CD13D7B2BCB138 Certificate Of Completion Envelope Id: 9B9013CFFA1E4CCF807D2CD13D7B2BCB Status: Completed Subject: Please DocuSign: City Council Contract 7534 Generator Services Source Envelope: Document Pages: 37 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 1/20/2021 1:04:51 PM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/20/2021 1:05:13 PM Viewed: 1/20/2021 1:05:24 PM Signed: 1/20/2021 1:20:59 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: 1/20/2021 1:21:00 PM Viewed: 1/20/2021 3:47:22 PM Signed: 1/20/2021 3:50:08 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/20/2021 3:50:10 PM Viewed: 1/20/2021 3:50:53 PM Signed: 1/20/2021 3:52:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 1/20/2021 3:50:10 PM Viewed: 1/20/2021 4:04:57 PM Signed: 1/20/2021 4:05:07 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 139 Signer Events Signature Timestamp Richard Parker richard@parkerpower.com President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 68.64.247.71 Sent: 1/20/2021 4:05:09 PM Viewed: 1/20/2021 4:28:53 PM Signed: 1/20/2021 4:30:47 PM Electronic Record and Signature Disclosure: Accepted: 1/20/2021 4:28:53 PM ID: 342ac778-8703-4d6c-8474-8bc114fe0300 Scott Gray scott.gray@cityofdenton.com Director - Airport, Facilities, Real Estate x Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 1/20/2021 4:30:51 PM Viewed: 1/20/2021 4:31:25 PM Signed: 1/20/2021 4:31:33 PM Electronic Record and Signature Disclosure: Accepted: 1/20/2021 4:31:25 PM ID: 2ff357c2-8942-4156-81af-df3d992150e1 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/20/2021 4:31:35 PM Viewed: 2/10/2021 8:13:30 AM Signed: 2/10/2021 8:13:51 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 107.77.197.170 Sent: 2/10/2021 8:13:53 AM Viewed: 2/10/2021 9:04:20 AM Signed: 2/10/2021 9:04:26 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 2/10/2021 9:04:28 AM Viewed: 2/10/2021 11:24:22 AM Signed: 2/10/2021 11:24:48 AM Electronic Record and Signature Disclosure: Accepted: 2/10/2021 11:24:22 AM ID: e2876582-e40c-452a-a968-0eff17bbe7e1 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp 140 Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 1/20/2021 1:21:00 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 1/20/2021 4:31:35 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: 1/20/2021 4:31:35 PM Viewed: 1/21/2021 7:46:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 2/10/2021 11:24:51 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dawn Wilson dawn.wilson@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 2/10/2021 11:24:51 AM Viewed: 2/10/2021 12:25:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/20/2021 1:05:13 PM Certified Delivered Security Checked 2/10/2021 11:24:22 AM Signing Complete Security Checked 2/10/2021 11:24:48 AM Completed Security Checked 2/10/2021 11:24:51 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 141 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: Richard Parker, Scott Gray, Todd Hileman, Rosa Rios 142 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. 143 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. 144 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE APPROVAL OF A FIRST AMENDMENT TO A CONTRACT BETWEEN THE CITY OF DENTON AND PARKER POWER SYSTEMS, INC., AMENDING THE CONTRACT APPROVED BY CITY COUNCIL ON FEBRUARY 9, 2021, IN THE NOT-TO-EXCEED AMOUNT OF $750,000.00; SAID FIRST AMENDMENT TO CONTINUE TO PROVIDE GENERATOR REPAIRS, REPLACEMENT, PREVENTATIVE MAINTENANCE, AND INSTALLATION IN CITY OF DENTON BUILDINGS FOR THE FACILITIES MANAGEMENT DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7534 PROVIDING FOR AN ADDITIONAL FIRST AMENDMENT EXPENDITURE AMOUNT NOT-TO-EXCEED $187,500.00, WITH THE TOTAL CONTRACT AMOUNT NOT-TO-EXCEED $937,500.00). WHEREAS, on February 9, 2021, City Council awarded a contract to Parker Power Systems, Inc., in the amount of $750,000.00, for generator repairs, replacement, preventative maintenance, and installation in City of Denton buildings for the Facilities Management Department; and WHEREAS, this procurement was undertaken as part of the function; and WHEREAS, the additional fees under the proposed First Amendment are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees applicable to the , and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The First Amendment, increasing the amount of the contract between the City and Parker Power Systems, Inc., which is on file in the office of the Purchasing Agent, in the amount of One Hundred Eighty-Seven Thousand Five Hundred and 0/100 ($187,500.00) Dollars, is hereby approved, and the expenditure of funds therefor is hereby authorized in accordance with said amendment which shall be effective upon the execution of the amendment attached hereto. The total contract amount increases to $937,500.00. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: 145 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: ________________________________ 146 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 38C00B29-682E-47B9-AC60-391613197B7C 7534 Christa Christian Yes RFP GENERATOR SERVICES, AMENDMENT 1 147 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND PARKER POWER SYSTEMS, INC THIS FIRST AMENDMENT TO CONTRACT 7534 (this “Amendment”) by and between the City of Denton, Texas (“City”) and PARKER POWER SYSTEMS, INC. (“Contractor”) to that certain contract executed on February 9, 2021, in the original not-to- exceed amount of $750,000 (the “Agreement”); for services related to the generator repairs, replacement, preventative maintenance, and installation. WHEREAS, the City deems it necessary to further expand the services provided by Contractor to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount $187,500 with this First Amendment for an aggregate not-to-exceed amount of $937,500; and WHEREAS, this amendment incorporates any previously executed documents between the parties including but not limited to pricing adjustments. WHEREAS, the City deems it necessary to further expand the goods/services provided by Contractor to the City; and WHEREAS, the original not-to-exceed amount may not be increased by more than 25.0% as provided in Texas Local Government Code Sec. 252.048; and NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. This Amendment modifies the Agreement amount to provide an additional $187,500 for additional services and materials to be provided in accordance with the terms of the Agreement with a revised aggregate not-to-exceed total of $937,500. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Contractor, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. DocuSign Envelope ID: 38C00B29-682E-47B9-AC60-391613197B7C 148 2 “CONTRACTOR” PARKER POWER SYSTEMS, INC By: _____________________________ AUTHORIZED SIGNATURE, TITLE “CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: _____________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY By: _________________________________ ATTEST: ROSA RIOS, CITY SECRETARY 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: 38C00B29-682E-47B9-AC60-391613197B7C Interim Director of Facilities Trevor Crain Facilities Maintenance 149 Certificate Of Completion Envelope Id: 38C00B29682E47B9AC60391613197B7C Status: Sent Subject: Please DocuSign: City Council Contract 7534 - Generator Services, Amendment 1 Source Envelope: Document Pages: 3 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 1 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 10/3/2022 11:16:49 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 10/3/2022 11:29:36 AM Viewed: 10/3/2022 11:29:45 AM Signed: 10/3/2022 11:34:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/3/2022 11:34:26 AM Viewed: 10/3/2022 1:20:02 PM Signed: 10/3/2022 1:22:03 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: 107.122.81.49 Sent: 10/3/2022 1:22:06 PM Viewed: 10/3/2022 1:25:43 PM Signed: 10/3/2022 1:27:16 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Richard Parker richard@parkerpower.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 68.64.246.194 Sent: 10/3/2022 1:27:18 PM Viewed: 10/3/2022 1:36:07 PM Signed: 10/3/2022 1:37:30 PM Electronic Record and Signature Disclosure: Accepted: 10/3/2022 1:36:07 PM ID: 42fddcff-9230-49aa-9823-c616b696c34e 150 Signer Events Signature Timestamp Trevor Crain trevor.crain@cityofdenton.com Interim Director of Facilities Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/3/2022 1:37:33 PM Viewed: 10/3/2022 2:09:33 PM Signed: 10/3/2022 2:09:51 PM Electronic Record and Signature Disclosure: Accepted: 10/3/2022 2:09:33 PM ID: 479900a8-a0ef-4a8f-83f2-e0aa96bd5f7e Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 10/3/2022 2:09:56 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: 10/3/2022 4:45:25 PM ID: 06009068-3307-40c9-a664-74c218a7203f 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: 10/3/2022 11:34:26 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 151 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 10/3/2022 2:09:54 PM Viewed: 10/4/2022 10:02:12 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 Jennifer Wilcox jennifer.wilcox@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 10/3/2022 11:29:36 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 152 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: Richard Parker, Trevor Crain, Rosa Rios 153 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. 154 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. 155 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-2166,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 Hartstra Manufacturing,LLC,for the purchase of two (2)animal control truck bodies for the City of Denton Animal Control Services;providing for the expenditure of funds therefor;and providing an effective date (IFB-BV 8081 -awarded to Hartstra Manufacturing,LLC,in the not- to-exceed amount of $75,000.00). City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™156 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: October 25, 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 Hartstra Manufacturing, LLC, for the purchase of two (2) animal control truck bodies for the City of Denton Animal Control Services; providing for the expenditure of funds therefor; and providing an effective date (IFB-BV 8081 – awarded to Hartstra Manufacturing, LLC, in the not-to-exceed amount of $75,000.00). INFORMATION/BACKGROUND This request is in consideration of a one-time purchase with Hartstra Manufacturing LLC to provide Animal Services with chassis-mounted animal control bodies. Animal control truck bodies purchased through this contract will be Fleet Services approved replacements and fleet additions approved through the budget process. Animal control bodies are used to transport animals safely and effectively throughout the city during daily operations. These boxes are vented, insulated, and waterproof to provide comfort to the animal(s). The units are made from stainless steel which provides longevity and easy cleanup. They will be mounted to two 2022 Chevrolet 2500 Regular Cab 4WD chassis that have been previously purchased. Invitation for Bids for Best Value was sent to 86 prospective suppliers of this item, 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. Two (2) bids meeting specifications were received, references were checked, and the bids were evaluated by section based upon published criteria including price, schedule, and probable performance. Best and Final Offers (BAFO) were requested from the top firm. Hartstra Manufacturing, LLC was ranked the highest and determined the best value for the City. NIGP Code Used for Solicitation: 065 - Automotive and Trailer Bodies, Body Accessories, and Parts Notifications sent for Solicitation sent in IonWave: 86 Number of Suppliers that viewed Solicitation in IonWave: 9 HUB-Historically Underutilized Business Invitations sent out: 5 SBE-Small Business Enterprise Invitations sent out: 33 Responses from Solicitation: 2 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 157 RECOMMENDATION Award a contract with Hatrsta Manufacturing, LLC, for the purchase of two (2) animal control truck bodies for the City of Denton Animal Control Services, in a not-to-exceed amount of $75,000. PRINCIPAL PLACE OF BUSINESS Hartstra Manufacturing, LLC Waco, TX ESTIMATED SCHEDULE OF PROJECT Delivery of the items will occur within 90 days after receipt of order. FISCAL INFORMATION These bodies will be funded from Animal Services account 810566.1355.30100. Requisition #157106 has been entered into the Purchasing software system in the amount of $75,000. The budgeted amount for this item is $75,000. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: LLC Members Exhibit 4: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Dustin Rolfe, 940-349-8438. Legal point of contact: Marcella Lunn at 940-349-8333. 158 Hartstra Manufacturing LLC Deerskin Mfg Inc Waco, TX Springtown, TX Line #Description Unit Unit 1 2 Animal Control Body per Scope of Work Specifications $37,500.00 $30,176.00 3 Body Mounting on City Supplied Chevrolet 2500 Chassis $0.00 $1,750.00 4 5 Estimated project completion time from receipt of PO 90 270 6 7 Backup Alarm Included $102.00 8 Emergency Strobe $885.00 8 ALT1 Standard spec is qty 6 LED Amber strobe lights installed 2 on chassis grill, 1 on each side and 2 on the rear. Included in base price Included 9 Rubber Mats Included $390.00 10 Directional Light Bars Included $1,729.00 11 Door Checks Included $504.00 12 Digital Thermometer Included $0.00 $37,500.00 $34,549.00 Evaluation Item #Scoring Criteria Hartstra Manufacturing LLC Deerskin Mfg Inc 1 Delivery/Project Schedule-40%26.67 16.00 2 Probable Performance-10%6.67 5.33 3 Price, Total Cost of Ownership 50%42.57 50.00 75.90 71.33 Optional Equipment Total: Total Score: Exhibit 2 RFP 8081 - Pricing Evaluation for Animal Control Bodies Respondent's Business Name: Principal Place of Business (City and State): Cost Availability 159 160 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH HARTSTRA MANUFACTURING, LLC, FOR THE PURCHASE OF TWO (2) ANIMAL CONTROL TRUCK BODIES FOR THE CITY OF DENTON ANIMAL CONTROL SERVICES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB-BV 8081 AWARDED TO HARTSTRA MANUFACTURING, LLC, IN THE NOT-TO-EXCEED AMOUNT OF $75,000.00). 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, or services as shown provides the best value to the City for this procurement; and mental 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 8081 Hartstra Manufacturing, LLC $75,000.00 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. 161 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 162 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 163 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A IFB 8081 Animal Control Bodies Yes Gabby Leeper 164 Contract # 8081 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND HARTSTRA MANUFACTURING, LLC (CONTRACT 8081) THIS CONTRACT is made and entered into this date ______________________, by and between Hartstra Manufacturing, LLC_ a Texas company, whose address is __5635 N State HWY 6 Waco, TX 76712_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 8081- Animal Control Bodies, 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 8081 (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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 165 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 166 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 2022-942096 adrian@hartstra.com 254-848-8318 Adrian Harthoorn President DCM David Gaines CMO 167 Contract # 8081 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $75,000. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The Contract 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. 4. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below:  Delivery beyond contracted lead times  Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 168 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 169 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 170 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 171 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 172 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 173 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 174 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 175 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 176 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 177 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 178 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 179 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 180 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 181 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 182 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 183 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 184 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 185 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 186 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 187 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 188 Contract # 8081  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: [ ] 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 189 Contract # 8081 [ ] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for:  any auto, or  all owned hired and non-owned autos. [ ] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Garage Liability Insurance Including but not limited to, Premise/Operations, Automobile, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors, and Contractual Liability with a minimum combined bodily injury (including death) and property damage limits of $500,000 a) GarageKeepers on a direct primary basis to include coverage for Comprehensive and Collision for a limit equal to the Actual Cash Value of the CITY’S vehicle(s) in the CONTRACTOR’S care, custody, or control. b) An endorsement to waive subrogation in favor of the City of Denton, its officers, employees, and elected representatives, for bodily injury (including death) or any other loss. [ ] 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 DocuSign Envelope ID: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 190 Contract # 8081 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 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 191 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 192 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 193 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 194 Contract # 8081 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: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A 195 Exhibit F‐ Contractor's ProposalHartstra Manufacturing LLCLine #DescriptionUnit1Cost2Animal Control Body per Scope of Work Specifications$37,500.003Body Mounting on City Supplied Chevrolet 2500 Chassis$0.004Availability5Estimated project completion time from receipt of PO90 Days6Optional Equipment7Backup AlarmIncluded8Emergency Strobe8 ALT1Standard spec is qty 6 LED Amber strobe lights installed 2 on chassis grill, 1 on each side and 2 on the rear. Included in base priceIncluded9Rubber MatsIncluded10Directional Light BarsIncluded11Door ChecksIncluded12Digital ThermometerIncludedTOTAL$37,500.008081 ‐ Page 1DocuSign Envelope ID: 5B0A7339-78F1-4202-90DB-3D6F4336BA3A196 DocuSign Envelope ID: 5B0A7339-78F1-4202-90DB-3D6F4336BA3AExhibit G- Form CIQ197 Certificate Of Completion Envelope Id: 5B0A733978F1420290DB3D6F4336BA3A Status: Sent Subject: Please DocuSign: City Council Contract 8081 Animal Control Bodies Source Envelope: Document Pages: 34 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: 198.49.140.10 Record Tracking Status: Original 10/6/2022 1:19:01 PM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 10/6/2022 1:28:38 PM Viewed: 10/6/2022 1:28:46 PM Signed: 10/6/2022 1:29:46 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: 10/6/2022 1:29:48 PM Viewed: 10/6/2022 2:59:23 PM Signed: 10/6/2022 3:00:39 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: 10/6/2022 3:00:42 PM Viewed: 10/7/2022 9:55:32 AM Signed: 10/7/2022 9:57:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Adrian Harthoorn adrian@hartstra.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 70.118.15.22 Sent: 10/7/2022 9:57:26 AM Viewed: 10/7/2022 10:33:48 AM Signed: 10/7/2022 10:47:08 AM Electronic Record and Signature Disclosure: Accepted: 10/7/2022 10:33:48 AM ID: 2284e94e-62b2-44c6-8785-09e0ac5b5c8e 198 Signer Events Signature Timestamp David Gaines david.gaines@cityofdenton.com DCM Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 70.121.5.174 Sent: 10/7/2022 10:47:10 AM Viewed: 10/7/2022 11:25:41 AM Signed: 10/7/2022 12:46:57 PM Electronic Record and Signature Disclosure: Accepted: 10/7/2022 11:25:41 AM ID: 3905e0a5-1676-4671-a1b0-0d38eb10e01c Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 10/7/2022 12:47:02 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: 10/5/2022 5:16:40 PM ID: 59eb637f-1676-4a1f-93e9-5663c0617a7e 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: 10/6/2022 1:29:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 199 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 10/7/2022 12:47:00 PM Viewed: 10/7/2022 12:51:28 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 Dustin Rolfe dustin.rolfe@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/7/2022 10:39:49 AM ID: 2e59b2be-762f-4afa-9d51-d1b960d5f21c Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/6/2022 1:28:38 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 200 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: Adrian Harthoorn, David Gaines, Rosa Rios, Dustin Rolfe 201 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. 202 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. 203 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-2167,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 Evergreen Solutions,LLC,to provide the compensation and classification study for non-civil service City of Denton employees;providing for the expenditure of funds therefor;and providing an effective date (RFP 8052 -awarded to Evergreen Solutions,LLC,in not-to-exceed amount of $95,000.00). City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™204 City of Denton ______________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement CFO: Cassey Ogden DATE: October 25, 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 Evergreen Solutions, LLC, to provide the compensation and classification study for non-civil service City of Denton employees; providing for the expenditure of funds therefor; and providing an effective date (RFP 8052 – awarded to Evergreen Solutions, LLC, in not-to-exceed amount of $95,000.00). INFORMATION/BACKGROUND The City of Denton’s current compensation program was implemented in 2016. Human Resources staff worked with a third-party consultant to complete the last comprehensive pay plan revision in 2016 which included a review of all job descriptions, a salary survey for those positions, and new pay plans. The Human Resources department is responsible for administering the compensation plan. To administer a complete compensation and classification study, the City typically contracts with a third- party consultant for this specific service and may use the services on an as-needed basis afterward. The current funds to conduct the study are included in the FY 2023 budget, thus necessitating the Request for Proposal (RFP) process. The City submitted RFP #8052 to the market and received five (5) responses from vendors: • Baker Tilly Virchow Krause • Evergreen Solutions Solutions Solutions • JER HR Group • Public Sector Personnel Consultants • RightSourcing The five (5) proposals were reviewed and scored by an interdepartmental evaluation team that included representatives from the Library, Water Utilities, and Environmental Services departments and staff members from Human Resources. As part of the evaluation process, each member of the evaluation team completed a detailed evaluation of each bid received. Criteria for the evaluation included responsiveness, project plan, approach, and general experience. After the initial evaluations, the team had additional questions that were sent to the vendors. Vendors were asked to prepare a presentation to answer the questions during a virtual interview with the City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.co m 205 evaluation team that included follow-up questions and clarifications. Based on the interviews, the evaluation team provided any updates to their evaluation details and scoring. Evergreen Solutions had strong experience with providing market analysis and compensation and classification studies for municipalities across the nation, including for other municipalities in the DFW metroplex. Evergreen Solutions provided a detailed plan for the project and proposed an experienced team for the project. Evergreen Solutions Solutions also had the lowest costs for completing options A and B of the proposal. Finally, Evergreen Solutions Solutions had favorable references from other organizations that have used their services. The evaluation team ranked Evergreen Solutions as the proposal that provided the best overall value for the City. The main differentiator between Evergreen Solutions and the other bidders was the total cost, a clear plan that included engagement with the organization, and frequent communications throughout the project. Project Description Estimated Expenditure Option B $ 86,330 Contingency for additional support $ 8,670 Total $ 95,000 Request for Proposals was sent to 985 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. Five (5) proposals were received, references were checked, and proposals were evaluated based upon published criteria including responsiveness, project plan and approach, general experience, and price. Based upon this evaluation, Evergreen Solutions, LLC, was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 918 – Consulting Services, 946 – Financial Services, 952 – Human Services Notifications sent for Solicitation sent in IonWave: 985 Number of Suppliers that viewed Solicitation in IonWave: 33 HUB-Historically Underutilized Business Invitations sent out: 108 SBE-Small Business Enterprise Invitations sent out: 406 Responses from Solicitation: 5 RECOMMENDATION Award a contract with Evergreen Solutions, LLC, to provide the compensation and classification study for non-civil service City of Denton employees, in a not-to-exceed amount of $95,000. PRINCIPAL PLACE OF BUSINESS Evergreen Solutions, LLC Tallahassee, FL ESTIMATED SCHEDULE OF PROJECT The estimated completion of the project is April/May 2023. 206 FISCAL INFORMATION These services will be funded from the Consultant Fees account 150001.7854 Requisition #157491 has been entered into the Purchasing software system in the amount of $86,330. The budgeted amount for this item is $95,000. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: LLC Members Exhibit 4: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Sarah Kuechler, 940-349-8356. Legal point of contact: Marcella Lunn at 940-349-8333. 207 Exhibit 2RFP 8052 ‐ Pricing Evaluation for Compensation and Reclassification StudyEvergreen Solutions LLCJER HR Group LLCPublic Sector Personnel Consultants, Inc.Baker Tilly Virchow Krause, LLPRightSourcing (RightSourcing Inc.)DescriptionUnit Unit Unit Unit UnitProposal B: A price for proposed services inclusive of all fees and expenses$86,330.00 $155,625.00 $140,000.00 $226,900.00 $57,000.00TOTAL$86,330.00 $155,625.00 $140,000.00 $226,900.00 $57,000.00Evergreen Solutions LLCPublic Sector Personnel Consultants, Inc.Baker Tilly Virchow Krause, LLPJER HR Group LLCRightSourcing (RightSourcing Inc.)Responsiveness‐30%20 19 18 18 7Project Plan and Approach‐25%15 15 14 15 7General Experience‐25%14 16 17 12 9Price, Total Cost of Ownership‐20%13.21 8.14 5.02 7.33 20TOTAL62.61 58.34 54.02 52.33 43.20Scoring Round 2 ‐ After InterviewsEvergreen Solutions LLCJER HR Group LLCPublic Sector Personnel Consultants, Inc.Baker Tilly Virchow Krause, LLPResponsiveness‐30%20 17 16 18Project Plan and Approach‐25%18 14 12 12General Experience‐25%16 12 14 13Price, Total Cost of Ownership‐20%13.21 7.33 8.14 5.02TOTAL67.61 50.13 49.74 48.02Scoring Round 1 ‐ intial review of all proposals to short list for interviews208 209 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH EVERGREEN SOLUTIONS, LLC, TO PROVIDE THE COMPENSATION AND CLASSIFICATION STUDY FOR NON-CIVIL SERVICE CITY OF DENTON EMPLOYEES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 8052 AWARDED TO EVERGREEN SOLUTIONS, LLC, IN NOT- TO-EXCEED AMOUNT OF $95,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals to provide the Compensation and Classification Study for non-civil service 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 8052 Evergreen Solutions, LLC $95,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish 210 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 211 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 212 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 Compensation and Classification Study 8052 Gabby Leeper RFP Yes 213 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 21 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 8052 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Evergreen Solutions LLC (which is licensed to transact business in the State of Texas under the name Recio and Ling Consulting, LLC), with its corporate office at 2878 Remington Green Circle Tallahassee, FL 32308, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Compensation and Classification Study as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 214 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 21 The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFP 8052 – Compensation and Classification Study, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. D. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit B. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 215 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 21 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $95,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 216 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 21 from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 217 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 21 shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 218 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 21 ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 219 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 21 To CONSULTANT: To OWNER: Evergreen Solutions LLC City of Denton Jeff Ling, President Purchasing Manager –File 8052 2878 Remington Green Circle 901B Texas Street Tallahassee, FL 32308 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 220 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 21 A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFP 8052 – Compensation and Classification Study (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer and Project Schedule Exhibit C – Consultant’s Insurance Requirements What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 221 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 21 B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be _Jeff Ling. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 222 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 21 The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER 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 OWNER 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 business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’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. ARTICLE XXIV 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. ARTICLE XXV 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. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 223 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 21 ARTICLE XXVI 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. ARTICLE XXVII 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. ARTICLE XXVIII 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. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 224 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 21 ARTICLE XXIX CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the Consultant submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The consultant shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/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 OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXX PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. 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. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 225 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 21 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 226 Jeff Ling President (850) 383‐0111 jeff@consultevergreen.com 2022‐913812 DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 Sarah Kuechler Human Resources Director of Human Resources 227 July 26, 2022 A Proposal to Conduct a Compensation and Classification Study for the City of Denton, TX RFP #8052 ORIGINAL Exhibit B DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 228 July 25, 2022 Ms. Gabby Leeper, Buyer City of Denton 901-B Texas Street Denton, Texas 76209 Dear Ms. Leeper: Evergreen Solutions, LLC is pleased to submit a proposal to conduct a Compensation and Classification Study for the City of Denton. Our response is based on our review of your Request for Proposal (RFQ #8052), our experience in working with hundreds of local governments and other public sector organizations, our understanding of the Texas labor market, and our knowledge of best practices in local government human resources management. Evergreen is well qualified to provide the work being requested by the City of Denton as we have conducted more than 900 similar studies throughout the country. Evergreen was formed in 2004 to provide an alternative to traditional consulting practices. We provide an innovative and effective option by focusing on clients needing partners and not simply another service provider. Evergreen is licensed to transact business in the State of Texas under the name Recio and Ling Consulting, LLC (#32059488299). As a national firm, Evergreen Solutions continues to grow and our territory now includes clients in 46 states, including many clients in the State of Texas. For example, Evergreen has worked with, or is currently on contract to work with, the following public sector organizations in various human resource and management capacities: City of Lockhart; City of Portland; City of Lakeway; City of Austin; City of Conroe; City of Coppell; City of Seabrook; City of Rowlett; City of Seguin; City of Buda; City of Amarillo; City of Farmers Branch; City of Mont Belvieu; City of DeSoto; City of Fate; City of Sachse; City of Gonzales; City of South Padre Island; City of Haskell; City of Duncanville; City of Pflugerville; City of Texas City; City of Fredericksburg; City of Sunset Valley; Fort Bend County; Hood County; Randall County; Denton County; Kaufman County; Burnet County; Jefferson County; Travis County; San Patricio County; Brazoria County; Town of Little Elm; Dallas Area Rapid Transit; Texas City Management Association; Brazos River Authority; Bexar Met; Denton County Fresh Water Supply District; Barton Springs/Edwards Aquifer Conservation District; New Braunfels Utilities; Montgomery County Emergency Communication District; University of Texas at Tyler; Alvin Community College; South Texas College; Tarrant County College District; Sul Ross State University; Lone Star College System; El Paso Community College District; Midwestern State University; Austin Community College; Texas A & M University – San Antonio; Sam Houston State University; and the Wayside School District. A detailed description of the services provided to some of these clients can be found in Section 2 of our proposal. Outside of Texas, our consultant team has worked with, or is currently on contract to work, the following local governments in providing work similar in scope to the services being requested: City of Santa Fe, NM; City of Carlsbad, NM; City of Page, AZ; City of Flagstaff, AZ; City of Prescott, AZ; Yavapai County, AZ; Town of Sahuarita, AZ; Ogden City Corporation, UT; City of Boulder City, NV; Columbia County, OR; City of Albany, OR; Spokane County, WA; City of Ridgefield, WA; City of Washougal, WA; City of Manitou Springs, CO; City of Fountain, CO; Grand County, CO; Ouray County, CO; City of Salina, KS; Sedgwick County, KS; Shawnee County, KS; City of Lee’s Summit, MO; City of Branson, MO; City of Columbia, MO; City of Fulton, MO; City of Troy, MO; City of Dardenne Prairie, MO; Clay County, MO; Jefferson County, MO; St. Charles County, MO; City of Bloomington, IN; City of Urbana, IL; McLean County, IL; Mahoning County, OH; Carter County, TN; Blount County, TN; City of Murfreesboro, TN; City of Clarksville, TN; Carbon County, PA; City of Pittsburgh, PA; County of Montgomery, PA; Town of Bridgewater, MA; Kent County Levy Court, DE; City of Milford, DE; City of Hyattsville, MD; City of Annapolis, MD; City of Baltimore, MD; City of Westminster, MD; Calvert County, MD; Charles County, MD; Washington County, MD; Allegany County, MD; City of Newport News, VA; City of Williamsburg, VA; City of Falls Church, VA; City of Fredericksburg, VA; City of Covington, VA; City of Norfolk, VA; City of Suffolk, VA; County of Culpeper, VA; County DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 229 of York, VA; Gloucester County, VA; King George County, VA; Louisa County, VA; Isle of Wight County, VA; Essex County, VA; City of Fayetteville, NC; City of Raleigh, NC; Transylvania County, NC: Union County, NC; New Hanover County, NC; Buncombe County, NC; Guilford County, NC; Gaston County, NC; City of Lancaster, SC; City of Columbia, SC; City of Beaufort, SC; City of Myrtle Beach, SC; City of Conway, SC; City of Chester, SC; City of Goose Creek, SC; City of Isle of Palms, SC; City of Mauldin, SC; Town of Moncks Corner, SC; Town of Bluffton, SC; Town of Kiawah Island, SC; York County, SC; Charleston County, SC; Berkeley County, SC; Beaufort County, SC; Laurens County, SC; Dorchester County, SC; City of Foley, AL; City of Daphne, AL; City of Hartselle, AL; City of Mobile, AL; City of Auburn, AL; Lee County, AL; Baldwin County, AL; Chambers County, AL; City of Kingsland, GA; City of Alpharetta, GA; City of Douglasville, GA; City of Savannah, GA; City of Statesboro, GA; City of Chamblee, GA; City of Garden City, GA; City of Dahlonega, GA; City of Brookhaven, GA; City of Powder Springs, GA; City of Roswell, GA; City of Stockbridge, GA; City of Dublin, GA; City of Albany, GA; City of Fayetteville, GA; City of Tybee Island, GA; City of Dunwoody, GA; Forsyth County, GA; Lumpkin County, GA; Effingham County, GA; Douglas County, GA; Cherokee County, GA; City of Palm Beach Gardens, FL; City of Jacksonville, FL; City of Hollywood, FL; City of Sunrise, FL; City of Orlando, FL; City of Ft. Myers, FL; Miami-Dade County, FL; Manatee County, FL; Monroe County, FL; Palm Beach County, FL; Pinellas County, FL; and many others. The Evergreen Team is able to fully comprehend the challenges and goals of the City of Denton based on our vast understanding of local government human resources, and the fact that we possess the necessary experience and knowledge. Our team has significant expertise in conducting compensation and classification studies for local governments and other public sector organizations, as evidenced in Section 3 of our proposal. Detailed resumes are available upon request. Some of the human resource services Evergreen Solutions has focused on include: compensation and classification studies; staffing studies; salary and benefits surveys; performance management studies; recruitment, hiring, and retention studies; strategic and workforce planning; and HR department reviews. Through our experience in conducting this wide range of projects, we have gained the knowledge of every aspect of the management, and operations involved in local government human resources management. As a result, our team understands how critical an effective compensation and classification system is to the overall operation of a proficient and progressive municipality. We have developed helpful methods and tools that assist clients in implementing and maintaining our study recommendations. Evergreen’s approach to conducting a compensation and classification study comes not only from extensive human resources work with local government clients, but also from direct feedback of our past clients. In essence, we offer tools that are innovative as well as have been proven to work in real places with real people. Some of the key facets of our approach as identified in Section 4 of our proposal include:  Emphasis on communication as the key to a successful study completion as well as implementation. Our Team understands that compensation by its very nature creates anxiety in staff and managers alike. In order to ensure a successful study process and gain “buy-in” at implementation, administrators, department heads, and staff should be involved in every step of the process. This is a critical component of our communication plan and we ensure continuous communication through the use of meetings/conference calls and the submission of written progress reports.  Our methodology utilizes the latest in technology in order to reduce the cost to our client partners and enhance wider participation, and our tools are offered in an electronic format. In essence, every step of the process can be completed on the Web. Further, our web-based JobForce Manager tool allows our client partners to facilitate implementation and eases the ongoing maintenance of the compensation system.  Our methodology utilizes the latest in technology. In order to reduce the cost to our client partners and enhance wider participation, we offer all of our tools in an electronic format. In essence, every step of the process can be completed on the Web. We understand that one size does not fit all. Some consultants provide the same overall solution to every client; however, we provide a variety of alternatives that allow our client partners to select the solution that best meets their business and human capital needs. As President of Evergreen Solutions, I am authorized to commit our firm contractually to this assignment. We appreciate this opportunity and pledge to you our best effort if selected for this engagement. If you have any questions, please feel free to contact me at (850) 383-0111, or via email at jeff@consultevergreen.com. Sincerely, Dr. Jeff Ling, President DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 230 Evergreen Solutions, LLC Table of Contents 1.0 Understanding of Project ......................................................................................................... 1-1 2.0 Statement of Qualifications ..................................................................................................... 2-1 2.1 Firm’s Background and History ...................................................................................... 2-1 2.2 Qualifications ................................................................................................................... 2-2 3.0 Project Team and Management .............................................................................................. 3-1 3.1 Proposed Project Team ................................................................................................... 3-1 3.2 Key Personnel .................................................................................................................. 3-2 4.0 Work Plan and Methodology .................................................................................................... 4-1 4.1 Approach and Methodology ..................................................................................................... 4-1 4.2 Detailed Work Plan ................................................................................................................ 4-11 4.3 Proposed Timeline ................................................................................................................. 4-20 5.0 Price Proposal ........................................................................................................................... 5-1 6.0 What is Needed From City ........................................................................................................ 6-1 7.0 Project List ................................................................................................................................ 7-1 DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 231 Evergreen Solutions, LLC Section 1.0 Understanding of Project DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 232 Evergreen Solutions, LLC Page 1-1 1.0 Understanding of Project Evergreen Solutions understands that the City of Denton wants an outside consultant to conduct a Compensation and Classification Study be performing the following tasks: We have developed a detailed work plan that addresses each of these tasks in Section 4 of our proposal. Option A: Study and Recommend Changes to Current Pay Plans  Project Management and Communications – Serve as project manager and work closely with Human Resources staff. Develop a communication strategy and plan that allows the organization to be informed and be as transparent as possible. Meet and solicit feedback and input from different levels of the organization including employees, department directors/managers, and executive management.  Market Study / Salary Survey - Provide a comprehensive market compensation study and provide recommendations to ensure that the City’s compensation system supports the City’s mission, strategic objectives, and compensation philosophy. The City desires that the Consultant conduct a comprehensive market data collection/survey of external labor market(s) for all classified City positions, analyze and evaluate all data in an objective manner, and make recommendations for salary structure adjustments, base pay (e.g. merit, market) increases, and selected special pay provisions to ensure external competitiveness and internal equity to ensure we are able to support recruitment and retention of employees more effectively, as well as the integrity and credibility of the City’s overall compensation program.  Pay Plan Review – Evaluate current pay grades, e.g. number of pay grades, including additions, deletions, and/or consolidations; appropriate spread between minimum and maximum of pay ranges, and recommend a strategy for improvements. Recommend changes to current pay plans and recommend additional pay plan(s) if appropriate.  Classification Review – Based on market data and organizational interviews, conduct a job analysis for identified positions of concern to ensure appropriate pay grade classification and address internal equity concerns. Proposal should include pricing for a job analysis for up to 50 positions, with optional pricing for additional positions as needed. Consultant should identify positions with the assistance of HR staff; a final list of positions will be approved by HR staff.  Merit-Based Pay – Review/recommend/provide solutions for a pay for performance system/ process.  Report – Prepare and present a final report and recommendations to Human Resources staff and Executive Management, including a prioritized or phased approach to address recommendations and an analysis of financial impact. The City may request hourly pricing to include additional services in the future for additional job analysis, review and recommend classification system improvements, develop and provide a tool to perform job evaluation/analysis consistently and objectively, and develop a strategy for annual review of compensation and classification to meet the City’s compensation program goals. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 233 Evergreen Solutions, LLC Page 1-2 Option B: Develop New Classification and Compensation System  Develop New Compensation and Classification System While the City prefers taking action sooner to evaluate and make adjustments to its current pay plans, especially based on the competitive market, there may be value in comprehensively designing a job classification and long-range compensation system.  Compensation Study – Prepare recommendations for compensation policies, including cost of living and merit pay increases, career ladders and variable incentive pay options to maintain competitiveness, reward employees, and to ensure internal pay equity.  Implementation Strategy – Design a strategy for an updated compensation system with the lowest financial impact and greatest gain to positions that fall outside of designated range. The implementation plan should contain the total cost for implementation beginning October 1, 2023.  Training – If the compensation system is implemented, provide training to the Management Team on the utilization and maintenance of the system. Additionally, provide necessary documentation and other materials for the Agency to maintain the system independently of the consultant following the implementation of the job evaluation/compensation plan. Annual Review – Provide a proposal for an annual review and update the market analysis for each position including a description of the factors to be reviewed, methodology, final report, and staff training. Provide pricing for future individual job description grading on an as- needed basis DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 234 Evergreen Solutions, LLC Section 2.0 Statement of Qualifications DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 235 Evergreen Solutions, LLC Page 2-1 2.0 Statement of Qualifications Evergreen Solutions is well qualified to conduct a Compensation and Classification Study for the City of Denton as we have conducted more than 900 similar studies for local governments and other public sector organizations throughout the country, including many within the State of Texas. In this section we provide our firm’s background and history and qualifications to perform the requested work. 2.1 Firm’s Background and History Evergreen Solutions, LLC is a national, multidisciplinary, public sector management consulting firm, which specializes in working with local governments and other public sector organizations across the nation. We provide a unique approach, rather than the “consulting as usual” method, by partnering with our clients to find innovative, real-world solutions to public management. Evergreen was formed in 2004 to provide a modern, practical alternative to the typical consulting options. The firm is made up of management and human resources professionals as well as strategic partners who came together to form an innovative alternative that places clients and their needs before any individual, model, or corporate goal. Evergreen’s philosophy is based on an understanding that there is not a “one size that fits all” solution to compensation management. Our approach is built on working collaboratively with all parties to make sound, implementation-focused recommendations. Evergreen is authorized to transact business in the State of Texas under the name of Recio and Ling Consulting, LLC (i.e., 32059488299). Our main focus is on people, management, and technology. This focus allows our team to provide a broad variety of services, including, but not limited to: compensation and classification studies; salary and benefits surveys; performance appraisal reviews; workload analyses; staffing studies; disparity studies; training assessments; and strategic planning. We invite you to browse our Web site at www.ConsultEvergreen.com or visit us on Facebook at www.facebook.com or LinkedIn at www.linkedin.com for more information about our services, staff, and past experience. Evergreen Solutions assists public sector professionals in exercising control over the inter-related elements that determine success or failure. We do that by applying a situation-responsive discipline that emphasizes: DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 236 Evergreen Solutions, LLC Page 2-2  full visibility into the entire organization through research and discovery;  a spirit of partnership with staff and leadership;  sound recommendations based on best practices and proven methods; and  a practical go-forward plan that leads to quantifiable results. 2.2 Qualifications Collectively, the members of the Evergreen Solutions Team have:  extensive experience in conducting compensation and classification studies for local governments and other public sector organizations throughout the country, including many in the State of Texas;  comprehensive experience in all components vital to the successful completion of this engagement;  knowledge of relevant Texas statutes and regulations as well as federal regulations;  objectivity and flexibility due to the fact that we have no vested interests; and  specialized analytical tools that we bring to the project. Clients nationwide have been successfully implementing recommendations from our team of professional consultants for decades. Evergreen has contracted with public sector, quasi-governmental, and non-profit organizations in 46 states throughout the country. Exhibit 2-1 includes a list of public sector clients in the State of Texas that our consultant team has worked with, or is currently in contract to work with, in providing work similar in scope to the services being requested. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 237 Evergreen Solutions, LLC Page 2-3 Exhibit 2-1: Texas Public Sector HR Clients  Alvin Community College  City of Gonzales Fort Worth Housing Solutions  Austin Community College  City of Lakeway Hood County  Barton Springs/Edwards Aquifer Conservation District  City of Lockhart  Jefferson County  Bexar Metropolitan Water District  City of Mont Belvieu  Kaufman County  Burnet County  City of Pearland Lone Star College System  Brazoria County  City of Pflugerville Midwestern State University  Brazos River Authority  City of Portland Montgomery County ECD  City of Amarillo  City of Rowlett New Braunfels Utilities  City of Athens  City of Sachse Randall County  City of Buda  City of Seabrook Sam Houston State University  City of Conroe  City of Seguin  San Patricio County  City of Conway  City of South Padre Island  South Texas College  City of Coppell  City of Sunset Valley  Sul Ross State University  City of Desoto  City of Temple  Tarrant County Community College District  City of Duncanville  City of Texas City  Texas A & M University – San Antonio  City of Farmers Branch  Dallas Area Rapid Transit  Texas City Management Association  City of Fate  Denton County Town of Little Elm  City of Fredericksburg  Denton Co. Fresh Water Supply District Travis County  City of Galveston  El Paso Community College District University of Texas at Tyler  City of Haskell  Fort Bend County Wayside School District DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 238 Evergreen Solutions, LLC Section 3.0 Project Team and Management DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 239 Evergreen Solutions, LLC Page 3-1 3.0 Project Team and Management In this section we include the qualifications of our proposed project team through summary resumes. Detailed resumes are available upon request. 3.1 Proposed Project Team Exhibit 3-1reflects our proposed project management and personnel assignments. The structure has been designed to clearly define the roles and responsibilities of each part of the Compensation and Classification Study so that there will be no confusion as to who is responsible for any aspect of this engagement with the City of Denton. Exhibit 3-1 Proposed Project Management Organization and Personnel Assignments EVERGREEN SOLUTIONS Project Consultants Ms. Nancy Berkley Mr. Rob Williamson Ms. Kelli Bracci Mr. Peter Backhaus EVERGREEN SOLUTIONS Project Principal Dr. Jeff Ling, CCP EVERGREEN SOLUTIONS Project Director Mr. Mark Holcombe CITY OF DENTON, TX Project Manager to be Determined DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 240 Evergreen Solutions, LLC Page 3-2 City of Denton Project Manager. With each project engagement, we work with the client to identify one specific point of contact to serve as a Project Manager. The City’s Project Manager (CPM) will be our reference point throughout the engagement. We will take project direction, leadership, and guidance from the CPM and all project deliverables will be filtered through the CPM throughout the duration of the project. Evergreen Solutions’ Project Principal. Our Project Principal will have ultimate accountability for the success of this project. Evergreen Solutions’ Project Principal is always a senior leader in our firm, typically the President. The Project Principal will have contractual authority over the contract, and will be our top level of project responsibility. Evergreen Solutions’ Project Director. Evergreen Solutions designates a Project Director for each HR consulting project. The Project Director will work with the Project Principal regarding the scheduling of the project with the City. The Project Director will have the most frequent contact with the City and will assign project activities to the Project Consultants, and will ensure that deliverables are met within specified timelines. Evergreen Solutions’ Project Consultants. Our Project Consultants are a team of consultants who have worked together on numerous projects, and who will provide consulting and analytical work on all project activities. The Project Consultants will, review pay plans and the classification structure, conduct orientation sessions and focus groups, as needed, administer the Job Assessment Tool (JAT), and Management Issues Tool (MIT), as needed, collect the data for the salary survey, and prepare draft and final reports. Consultant Team Members must be thoroughly knowledgeable in the portion of the project they are responsible for, as well as have expertise in the issues that are unique to each individual client. Our firm is proposing an exceptional team of consultants who have worked together on many similar projects. We always make sure each project is sufficiently staffed to handle any additional tasks or unforeseen issues that may arise during the course of the study. The combination of our individual knowledge and skills form a superior team who will be able to competently perform all of the pieces of the Classification and Compensation Study and Staffing Analysis for the City of Harlingen. 3.2 Key Personnel The following paragraphs provide summary resumes of each team member’s qualifications and experience related to his/her role in this engagement. Project Principal Dr. Jeff Ling, CCP Dr. Jeff Ling is the President of Evergreen Solutions who has been with the firm since its inception in 2004. He is a Certified Compensation Professional (CCP) who has more than 30 years consulting experience in the following areas: human resources; performance improvement; process analysis; strategic planning; statistical analysis; research methodology; data management; surveys and polling; technology analysis; change management; and risk analysis. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 241 Evergreen Solutions, LLC Page 3-3 Dr. Ling has planned, organized, and managed studies on human resources assessment, survey analysis, government efficiency, technology planning, information utilization, public opinion, market expansion, and privatization. Each of these studies dealt with summarizing major alternatives for decision makers and providing viable recommendations. He has consulting experience in public sector Evaluation, research management, efficiency analysis, survey analysis, statistical modeling, and technology planning. Dr. Ling has worked with a multitude of clients in the capacity of Project Principal. He has worked on hundreds of engagements across the nation and includes work in state and local governments, school districts, institutions of higher education, quasi-governmental agencies, and private industry. Dr. Ling has been instrumental in creating, reviewing, and evaluating the methodology employed by Evergreen Solutions on all human resource engagements. His background and skill set make him uniquely qualified for assessing organizational critical needs and strategy. He is also an expert in policy development and long-term planning. A sample of the types of studies Dr. Ling has been involved with includes:  Compensation/Classification– He developed the methodology and techniques for organizations to employ for successful data collection and implementation based on internal and external equity needs. He has been the Project Principal for numerous projects related to classification and/or compensation. Note: He has served as the Project Principal or Project Director for more than 900 public sector projects related to Classification and/or Compensation, including more than 65 projects in the State of Texas.  Performance Evaluation – He has provided the framework for many organizations transitioning into goal-based performance evaluation systems or fully functional merit-based pay structures. He understands the importance of a well stratified, objective based review process and has been instrumental in assisting a number of large organizations transition from traditional systems into merit- based pay structures with minimal transitional costs and interruption.  Market Research – He provided the basis for which market research was collected, analyzed, and review. He ensured that data collection procedures and methods were statistically reliable using his knowledge of statistics and overall market research.  Policy Development – He has a thorough and firm understanding of policy development and has assisted many clients with implementing tailored policies and practices that reflect best practices. Dr. Ling holds a Doctorate’s Degree from Florida State University in Political Science and has taught courses addressing research methodology, statistical analysis, technological innovations, and political economy at various universities. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 242 Evergreen Solutions, LLC Page 3-4 Project Director Mr. Mark Holcombe Mr. Mark Holcombe is a Project Manager at Evergreen Solutions who has been with the firm more than five years. He has spent extensive time studying both micro and macro-economic labor markets, public sector economics, and has studied econometric modeling for displaying and communicating data in an effective way. He has been using his economics background both in running a business and in consulting since graduation. Mr. Holcombe’s role with Evergreen has focused on compensation and classification studies utilizing market data. His primary responsibilities include:  working closely with project teams and project managers in coordinating salary and benefit survey initiatives;  evaluating market data from surveys, government agencies, and private sector databases to provide comprehensive reviews of compensation packages; and  designing clear and concise reports and displays to communicate nuanced results. Recent public sector projects that Mr. Holcombe has been involved with include: a Compensation and Classification Study for the City of Pearland, TX; a Classification and Compensation Study for Randall County, TX; Compensation Consultant Services for Dallas Area Rapid Transit, TX; Competency Modeling and Succession Planning for Dallas Area Rapid Transit, TX; a Classification and Compensation Study for the City of Mont Belvieu, TX; a Compensation and Classification Study for the City of DeSoto, TX; a Compensation Study for the City of Galveston, TX; a Compensation and Classification Study and Organizational Review of the RSMU Department for Brazos River Authority, TX; a Compensation Study for the Montgomery County Emergency Communications District, TX; a Staffing Study for the City of Pflugerville, TX; a Compensation and Classification Study for the City of Seabrook, TX; a Compensation and Classification Study for the City of League City, TX; a Wage and Compensation Study for Jefferson County, TX; a Compensation and Classification Study for the City of Coppell, TX; a Salary Analysis for Fort Worth Housing Solutions, TX; a Staffing Analysis for Midwestern State University, TX; a Job Description and Compensation Study for the University of Texas at Tyler; a Faculty Pay, Workload, and Promotion Study for Midwestern State University, TX; a Human Resource Department Review for Sam Houston State University, TX; an Employee Compensation Study for Tarrant County College District, TX; an Update of Policies for Faculty Placement, Promotions, and Advancement for the Tarrant County College District, TX; a Compensation Study for the Metropolitan St. Louis Water District, MO; a Comprehensive Compensation Study for Shawnee County, KS; a Classification and Compensation and Race/Gender Equity Study for the City of Salina, KS; a Compensation Study for Grand County, CO; a Classification and Compensation Study for the City of Prescott, AZ; A Compensation Study for the City of Flagstaff, AZ: a Classification, Compensation, and Benefits Study for Yavapai County, AZ: a Wage Compensation Study Services for Northern Arizona Intergovernmental Public DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 243 Evergreen Solutions, LLC Page 3-5 Transportation Authority, AZ; a Performance Management Study for Northern Arizona Intergovernmental Public Transportation Authority, AZ; an Employee Engagement Survey for the Northern Arizona Intergovernmental Public Transportation Authority, AZ; Compensation Study Services to Skagit Transit, WA; an Employee a Compensation Study for the County of Montgomery, PA; a Comprehensive Classification and Compensation Study for the Kentucky League of Cities; a Compensation Study for the Knox County Sheriff’s Office, TN; a Compensation Study for Western Reserve Transit Authority, OH; Compensation Consulting to Laketran, OH; a Job Classification and Compensation Study for the City of Baltimore, MD; a Compensation and Classification Study for Allegany County, MD; a Classification and Compensation Study for Loudoun County, VA; a Classification and Compensation Study for the City of Norfolk, VA; a Compensation and Benefits Study for GRTC Transit System, VA; a Comprehensive Compensation Study for Chesterfield County, VA; a Compensation and Classification Study for Research Triangle Regional Transportation Authority (GoTriangle), NC; a Compensation Study for Chapel Hill-Carrboro City Schools, NC; a Pay Equity Analytics Model for Fire and Police Staff for the City of Raleigh, NC; a Salary and Compensation Comparability Study for the Raleigh Housing Authority, NC; a Pay and Classification Study for Dorchester County, SC; a Compensation Study for Laurens County, SC; an Organizational Assessment of the HR Department for York County, SC; a Staffing Study for the City of Fayetteville, GA; a Classification and Compensation Study for the Hillsborough County Clerk of Court and Comptroller, FL; a Compensation Study for Highlands County, FL; a Classification and Compensation Study for DeSoto County, FL; a Classification and Compensation Study for the City of North Miami Beach, FL; a Compensation and Classification Study for the Town of Davie, FL; a Classification and Compensation Study for the Early Learning Coalition, FL; a Classification and Compensation Study for Palm Beach County, FL; a Classification and Compensation Study for the Leon County Sheriff’s Office, FL; a Compensation Study for the City of Key West, FL; a Performance Evaluation Study for the City of Key West, FL; a Classification and Compensation Study for the Wakulla County Board of County Commissioners, FL; a Classification and Compensation Study for Franklin County, FL; a Compensation Plan Update for the Florida Sheriff’s Association; a Classification and Compensation Study for the Monroe County Sheriff’s Office, FL; a Compensation Study for Brevard County, FL; a Salary Survey for the City of Sopchoppy, FL; a Classification and Compensation Study for the City of Apalachicola, FL; a Compensation Study for the City of Fort Myers, FL; a Strategic Plan for the Leon County Clerk of the Court and Comptroller, FL; a Classification and Compensation Study for the Leon County Clerk of the Court and Comptroller, FL; a Classification and Compensation Study for the Town of Hilliard, FL; a Review of Compensation for the Fire Department for Sarasota County, FL; a Staffing Study for the Fort Myers Police Department, FL; a Staffing Study for the Leon County Sheriff’s Office, FL; and a Classification and Compensation Study for Pinellas County, FL. Mr. Holcombe holds a Bachelor Degree in Economics with a concentration in Behavioral Economics and Criminology from Florida State University. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 244 Evergreen Solutions, LLC Page 3-6 Project Consultant Ms. Nancy Berkley Ms. Nancy Berkley is the Vice President of Evergreen Solutions who has been with the firm for more than nine years. She has over 30 years human resources experience as an HR Director and Consultant demonstrating a thorough knowledge of multiple HR disciplines including, recruiting and staffing, workforce planning and retention, on-boarding, compensation and benefits, employee and labor relations, employee leave administration, voluntary and in-voluntary employee separations, performance management, employee surveys, organizational design and development, organization effectiveness, employee learning, training, and development, employee records administration and retention, and awards and recognition programs. She has consistently enhanced organizational capability by integrating HR with strategic business planning, development and assessment. She has provided individualized executive coaching and led HR team development and high-performance teams. She has led corporate change initiatives and built talent-rich organizations by strengthening people and integrating processes and has directed human resources in high-volume, transactional service organizations and high-level, consulting organizations. She has excellent conflict resolution, negotiation, and influencing skills. Ms. Berkley possesses expertise in the following HR areas:  Designing and implementing a shared service, centralized virtual staffing organization, increasing efficiency of staffing function for hiring managers.  Analyzing and responding to employee relation trendspositively influenced work environments reducing employee complaints by ~90 percent.  Consulting with senior leaders and successfully leading project teams to develop new policies, programs and toolsincluding total revision and communication of a company’s HR policies and practices to be in accordance with state and federal laws;  Creating HR metrics reviews utilizing business goals and human resources information systems dataset improvement goals and developed action plans for unique business requirements.  Conceptualizing and implementing complex workforce reduction plansthen redeployed ~50 percent of the affected employees.  Representing companies in state and federal agency reviews, e.g. Office of Federal Contract Compliance Program (OFCCP) reviewsEqual Employment Opportunity Commission (EEOC) charges, workers compensation charges, and unemployment compensation claims. A sample of some of the public sector projects in the State of Texas that Ms. Berkley has directed or served on the Evergreen Team includes: a Compensation Study for the City of Haskell, TX; a Classification and Compensation Study for the Town of Little Elm; a Human Resources DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 245 Evergreen Solutions, LLC Page 3-7 Department Assessment for the City of Buda; a Market Salary Update for the City of Buda; a Classification and Compensation Study for the City of Pflugerville; a Classification and Compensation Study for the City of Conroe; a Comprehensive Compensation and Classification Study for the City of Farmers Branch; a Classification and Compensation Study for the City of Portland; a Comprehensive Compensation and Benefits Study for the City of Rowlett; a Compensation Plan Study for the City of South Padre Island; a Classification and Compensation Study for the City of Lockhart; a Salary Compensation Study for Hood County; and a Compensation and Classification Study for Brazoria County; a Classification and Compensation Study for Burnet County, TX; and a Classification and Compensation Study for Kaufman County. Note: She has directed more than 250 HR projects since joining Evergreen. Ms. Berkley has a Bachelor’s Degree in Psychology from Florida State University. Project Consultant Mr. Rob Williamson Mr. Rob Williamson is a Project Manager with Evergreen. He brings more than 20 years of proven leadership experience serving both private and public sector clients. His diverse leadership includes time as a business owner, County Commissioner, CEO of a mid-sized water and wastewater treatment utility, Executive Director of a three-member regional water utility provider, and most recently, Manager of the Florida Association of Counties’ 23-county insurance trust. During his career, Mr. Williamson has served on boards of directors for more than two dozen public, private, civic and charitable organizations. This includes time as Chairman of the Santa Rosa County Board of County Commissioners, RESTORE Council, Tourist Development Council, Florida/Alabama Transportation Planning Organization and as a member of the Florida Gulf Consortium, Florida Association of Counties Executive Board, Leadership Santa Rosa, and the Institute for County Government to name a few. He is also a member of the Florida Rural Water Association. Mr. Williamson helps organizations create new strategic pathways to solve complex problems. His areas of focus include policy development, strategic planning, change management, government services, transportation planning, master planning, tourism, RESTORE Act implementation and leadership development. Some of the recent projects that Mr. Williamson has directed or been involved with include: a Job Market Survey for New Braunfels Utilities, TX; a Compensation Study for the Metropolitan St. Louis Water District, MO; a Compensation Study and Analysis for McLean County, IL; a Comprehensive Total Compensation Study for Cumberland County, PA; a Classification and Compensation Study for Barrow County, GA; a Classification and Compensation Study and Analysis for Columbus Consolidated Government, GA; a Classification and Compensation Study for the City of Jackson, GA; a Compensation Study for Cherokee County, GA; a Classification and Compensation Study for the City of Jackson, GA; a Classification and DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 246 Evergreen Solutions, LLC Page 3-8 Compensation Study for the City of Sylvester, GA; a Compensation Study for Cobb County-Marietta Water Authority, GA; a Classification and Compensation Study and Analysis for Clayton County Water Authority, GA; a Compensation Study for Douglasville-Douglas County Water and Sewer Authority, GA; a Classification and Compensation Study for the City of Vienna, GA; a Classification and Compensation Study for the City of Auburn, AL; a Compensation and Benefits Study for the City of Mobile, AL: a Classification and Compensation Study for DeSoto County, FL; a Compensation Study for the Lake Apopka Natural Gas District, FL; a Classification and Compensation Study for the City of Apalachicola, FL; a Compensation Study for the City of New Port Richey, FL; a Compensation Study for the City of Bradenton, FL; a Classification and Compensation Study for the Manatee County Sheriff’s Office, FL; a Compensation Study for the Marion County Property Appraiser, FL; a Classification and Compensation Study for Dare County, NC; and a Compensation Study for the City of Orangeburg, Department of Public Utilities, SC. Mr. Williamson has certifications from the Cambridge Leadership Institute and the Kenan-Flagler Business School Leadership Institute and possesses a Bachelor of Science Degree in Sociology from Florida State University. Project Consultant Ms. Kelli Bracci Ms. Kelli Bracci, CPM, is a Consultant with Evergreen Solutions. She has a Bachelor’s of Science in Education from Georgia Southern University and a Juris Master from Florida State University’s College of Law with a concentration in Human Resources and Legal Risk Management. She is a Certified Public Manager (CPM). Ms. Bracci began her career working in the classroom as a teacher before transitioning to state government. After 11 years with the state, she transitioned to the private sector with Evergreen Solutions, LLC. She is experienced in classification and compensation, employee engagement, relationship management, process improvement, supervisory and leadership development, organizational change management, project coordination, and effective communication. She deeply believes that HR is integral in creating a positive culture in every organization. Some of the public sector projects that Ms. Bracci has recently been involved with include: a Compensation and Classification Study for the City of Coppell, TX; a Compensation and Classification Study for the City of Seabrook, TX; a Compensation and Classification Study for the City of League City, TX; a Compensation and Classification Study for the City of DeSoto, TX; a Classification and Compensation Study for Randall County, TX; a Compensation and Classification Study for the City of Texas City; a Classification, Compensation, and Benefits Study for Yavapai County, AZ; a Classification and Compensation and Race/Gender Equity Study for the City of Salina, KS; Classification and Compensation Consulting Services to the City of Clarksville, TN; a Classification and Compensation Study for the Town of Strasburg, VA; a Compensation and Classification Study for Mecklenburg County, VA; a Classification and Compensation Study for the City of Norfolk, VA; a Classification and Compensation Study for the City of Falls Church, VA; a Comprehensive Compensation Study for Chesterfield County and DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 247 Evergreen Solutions, LLC Page 3-9 Chesterfield County Public Schools, VA; a Classification and Compensation Study for Mary Baldwin University, VA; a Classification and Compensation Study for the Charles County Circuit Court, MD; a Classification and Compensation Study for the City of Murfreesboro, TN; a Compensation Study for Western Reserve Transit Authority, OH; a Classification System and Pay Plan Development Study for Franklin County, NC; a Classification and Compensation Study for Jackson County, NC; a Position Classification and Revision Project for Harnett County, NC; a Comprehensive Classification and Compensation Study for the City of Fayetteville, NC; a Comprehensive Classification and Compensation Study for Halifax Community College, NC; a Classification and Compensation Study for the City of Myrtle Beach, SC; a Classification and Compensation Study for the Pasco County Clerk and Comptroller, FL; a Classification and Compensation Study Analysis for Marion County FL; a Compensation and Benefits Study for the City of Sebastian, FL; a Classification and Compensation Study for Jackson County, FL; a Classification and Compensation Study for DeSoto County, FL; a Classification and Compensation Study for Indian River State College, FL; a Classification and Compensation Study for the Manatee County Sheriff’s Office, FL; a Compensation Plan Update for the City of Garden City, GA; a Classification and Compensation Study for the City of Suwanee, GA; a Classification and Compensation Study and Analysis for Columbus Consolidated Government, GA; a Classification and Compensation Study for Barrow County, GA; a Classification and Compensation Study for the City of Thomasville, GA; and a Classification and Compensation Study for the City of Auburn, AL. Project Consultant Mr. Peter Backhaus Mr. Peter Backhaus is a Senior Analyst with Evergreen Solutions. He is able to apply his knowledge and skills as a Senior Analyst for Evergreen, through various functions including: conducting market research and collecting compensation data, running regression analyses, and recommending appropriate pay grades. Mr. Backhaus began his career working in sales through various markets. He quickly transitioned into a role with Verizon’s most prominent partner as an account manager, focusing on business relationships and growth in the Tallahassee area. Most prominently in his sales path, he joined a startup in Tallahassee as the sales manager to lead a team through client growth and retention, while also developing outbound strategy for adopting new verticals for the company. With the startup, projected targets were exceeded, and several notable clients were guided to successful business paths. He strongly values the relationships developed with his clients and communication through all modes of life. Some of the recent public sector projects that Mr. Backhaus has been involved with include: a Classification and Compensation Study for Barrow County, GA; a Classification and Compensation Study for the City of Jackson, GA; a Classification and Compensation Study and Analysis for Columbus Consolidated Government, GA; a Compensation Study for Cherokee County, GA; a Classification and Compensation Study for the City of Jackson, GA; a Classification and Compensation Study for the City of Sylvester, GA; a Compensation Study for Cobb County-Marietta Water Authority, GA; a DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 248 Evergreen Solutions, LLC Page 3-10 Classification and Compensation Study and Analysis for Clayton County Water Authority, GA; a Compensation Study for Douglasville-Douglas County Water and Sewer Authority, GA; a Classification and Compensation Study for the City of Vienna, GA; a Classification and Compensation Study for the City of Auburn, AL; a Compensation and Benefits Study for the City of Mobile, AL; a Classification and Compensation Study for DeSoto County, FL; a Compensation Study for the Lake Apopka Natural Gas District, FL; a Classification and Compensation Study for the City of Apalachicola, FL; a Compensation Study for the City of New Port Richey, FL; a Compensation Study for the City of Bradenton, FL; a Compensation Study for the Marion County Property Appraiser, FL; a Classification and Compensation Study for the Manatee County Sheriff’s Office, FL; a Compensation Study for the City of Orangeburg, Department of Public Utilities, SC; a Compensation Study for the Metropolitan St. Louis Water District, MO; a Compensation Study for the City of Jefferson, MO; a Compensation Study and Analysis for McLean County, IL; a Classification and Compensation Study for Dare County, NC; a Comprehensive Total Compensation Study for Cumberland County, PA; and a Job Market Survey for New Braunfels Utilities, TX. Mr. Backhaus has a Bachelors of Science in Economics with Minors in Sociology and Communication. Note: A team of experienced analytical and clerical support staff will contribute to this study, as needed. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 249 Evergreen Solutions, LLC Section 4.0 Work Plan and Methodology DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 250 Evergreen Solutions, LLC Page 4-1 4.0 Work Plan and Methodology In this section we provide you with our approach and methodology for conducting the Compensation and Classification Study for the City of Denton; a detailed work plan─ identifying the tasks, activities, and milestones necessary to accomplish the deliverables listed in the scope of work of the Request for Proposal; and a proposed timeline. 4.1 Approach and Methodology Evergreen Solutions is uniquely qualified to conduct a Compensation and Classification Study for the City of Denton as our team includes recognized experts in local government human resources management and understands that there is not a “one size fits all” solution to compensation management. Our approach is built on working collaboratively with all parties to make sound, implementation-focused recommendations. Specifically, we have developed a methodology that:  focuses on market competitiveness;  is based on the organization’s compensation philosophy;  recognizes that compensation is comprised of more than just base pay levels;  reflects changes in recent compensation strategies;  designs custom solutions that take into account the diversity of needs present in the organization and allows you to select the components and options that best meet your overall needs; and  produces a structure that improves the organization’s ability to recruit, reward, motivate, and retain talent in a competitive environment that includes both public and private sector employers. We will work closely with the City’s designated Project Manager, City’s Leadership, and the Human Resources Department staff throughout the process to ensure constant communication of issues, concerns, and potential outcomes. We work closely with your staff to gain a solid understanding of your current operational realities, challenges, and desired outcomes. Moreover, Evergreen will work with you to balance your need to meet your performance goals while carefully managing your resources. Compensation management has undergone significant transformation in the private sector and over time public sector organizations have mirrored these changes. While compensation once centered on the separate administration of base pay and core benefits, a shift has occurred that has transformed compensation management. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 251 Evergreen Solutions, LLC Page 4-2 Progressive organizations now recognize that to effectively recruit, reward, motivate, and retain employees, compensation management requires strategic thinking and planning. Compensation management must support an organization’s overall strategic direction. To accomplish this, effective organizations design a compensation philosophy that details where an organization wants to be in relation to the market in key areas. These key areas include cash compensation, benefits, and work/life balance. Compensation is thus a reflection of the organization’s philosophy. Evergreen realizes that we will need to tailor our approach to fit the operating, fiscal, and competitive needs of the organization. Recommendations must always reflect competitive needs while supporting the organization’s overall mission. Listed below is an overview of the typically recommended approach that Evergreen takes when conducting a study of this nature. Kick Off Meeting Evergreen begins each engagement by meeting with our client’s leadership team. Frequently, this initial meeting will accomplish several goals, including:  finalizing the project work plan;  identifying milestone and deliverable dates;  gaining insight into the management structure and approach;  collecting classification and compensation data;  identifying additional data needs; and  developing preliminary schedules for subsequent tasks. At this time, we will also request a copy of the employee database that reflects current classification and compensation data. Communication Plan Communication is a critical component of any Compensation and Classification Study. Communicating with employees directly and early in the process builds support for the process and the accompanying outcomes. As part of our communication plan, we meet first with key project staff to fully understand the nature and scope of the project. The results of these meetings are then communicated to employees during the project outreach through employee orientation sessions, focus groups, and interviews. Regular updates are provided to the client’s Project Manager and can be posted on the client’s intranet site, if available and desired. Additionally, the communication plan for the distribution of the end product, particularly how the results will be distributed to employees, is also critical. Employee Orientation and Focus Groups Based on client feedback and a review of best practices, we have designed an orientation curriculum that provides employees insight into the process as well as provides a forum for answering questions and soliciting participation. Following the orientation sessions, we begin the focus group process. Focus groups are used to gain detailed insight into employee perceptions, concerns, and issues. The protocol for the sessions is provided to your project team in advance and refined to meet your needs. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 252 Evergreen Solutions, LLC Page 4-3 We have found that employee orientation sessions and focus groups are critical venues for building employee participation and buy-in. Since they take place at the outset of the project, they are a critical introduction to the project and the question and answer formats allow employees to become engaged in the process. During these sessions, Evergreen’s consultants can also help to manage expectations since some employees may have unrealistic expectations based on anecdotal information. Department Head Interviews Evergreen staff conduct one-on-one interviews with department heads and/or senior management (in addition to any other employees the client determines is necessary) to identify challenges for consideration. These interviews will allow our staff to add details to our understanding of the organization and its needs. They also allow our consultants the opportunity to better understand the organizational structure of each department as well as the unique recruiting and retention issues that may be present in each department. Frequently, department directors and senior management serve as invaluable resources in explaining how internal equity relationships have evolved over time and explaining the nuances between the differences in jobs. Job Assessment Tool and Management Issue Tool Another important activity undertaken at this time is the distribution of Evergreen’s Job Assessment Tool© (JAT). These questionnaires are central components of the job evaluation process. The JAT asks a series of questions regarding an employee’s job that captures the nature of the job and how it interacts with work within the organization. The JAT contains questions that ask about each of the following areas:  scope of duties;  complexity of work;  supervision received and exercised;  physical requirements;  financial responsibilities;  analytical/mental requirements;  knowledge and skills required for the job; and  level of responsibility/reporting relationships. Evergreen will contact the client’s Project Manager should there be a need to clarify question responses or issues with information collected from the JAT. Due to budgetary constraints faced by many of our clients, we have designed the JAT as a web-based tool so that data can be collected electronically. If requested, we can also provide a paper-based version of the tool. Exhibit 4-1 below depicts a screenshot of the JAT home screen showing the levels of access for a Supervisor. Supervisors have access to their own surveys in addition to the ability to review and approve the surveys of their direct reports. The supervisor review process ensures validation of the JAT data collected from employees and prevents comments made by employees from being taken out of context. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 253 Evergreen Solutions, LLC Page 4-4 Exhibit 4-1 Supervisor’s JAT Home Screen Source: Evergreen Solutions, 2021 Exhibit 4-2 illustrates how Evergreen uses the JAT to collect functional details of employee’s jobs. Seeking to understand how employees summarize their responsibilities in their own words allows our analysis to expand beyond what may be conveyed in a traditional job description. An informal survey of municipal employees revealed that 90 percent felt that the job descriptions held on file with their employers were inaccurate or incomplete representations of their duties. Understanding this, Evergreen designed the JAT to fill in those gaps to ensure that the entirety of an employee’s job is analyzed within the context of the study. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 254 Evergreen Solutions, LLC Page 4-5 Exhibit 4-2 Job Description and Responsibilities Source: Evergreen Solutions, 2021 Exhibit 4-3 shows a similar page in which employees are asked to list the Essential Functions of their job. These are the tasks and activities that define the classification and make it unique. Gathering information such as this allows Evergreen to assess the validity of the present classification structure and identify classifications or individuals within classifications that need to be restructured or reclassified. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 255 Evergreen Solutions, LLC Page 4-6 Exhibit 4-3 Job Functions Source: Evergreen Solutions, 2021 In addition to the JAT, Evergreen will also distribute our Management Issues Tool (MIT). The MIT is distributed to supervisors and managers and is used to collect specific information from supervisors and managers related to such issues as recruitment and retention problems, classification issues, pay equity issues, problems with titles, and other related issues. Each MIT will be logged and a specific response will be provided. The MIT process is designed to allow supervisors and managers to give direct input into the process and they serve as “red flags” to Evergreen staff during the analysis portion of the project. Preliminary Assessment As a starting point for analysis, Evergreen’s project consultants review the client’s database in comparison to the pay plan and information collected from the JATs to produce a preliminary assessment. The preliminary assessment summarizes the strengths and weaknesses of your human resource management system. The compensation analysis focuses on the number of pay grades, range widths, percentage differences between grades, step plans versus open range plans, and the expected time to reach full job competency. The overall analysis focuses on structure, movement, and equity (internal) as well as specific concerns such as turnover, longevity, DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 256 Evergreen Solutions, LLC Page 4-7 compression, and range anomalies. The issues we identify in the assessment become core considerations in creating the potential solutions later in the process. Job Evaluation The next step in the process is to review responses to the JATs and identify any possible misclassifications. Once the review of the JATs has been completed, Evergreen’s consultants will evaluate all jobs on each of the compensatory factors, score each position, and determine if there is any need for further investigation of specific positions. If serious discrepancies exist, Evergreen’s consultants will work directly with the Client Project Manager to resolve any issues. Once work has been properly classified, changes in the current classification system rankings can be recommended. Our goal is to produce a classification system that reflects the internal equity relationships suggested by the JAT scoring conducted earlier. Compensation Our approach to compensation analysis is based on the belief that compensation should be organization-specific, fair, equitable, and directly tied to strategic goals. To ensure that all these criteria are met, we will conduct an extensive analysis on the relevant labor market, the internal structure and inter-relatedness of jobs within the organization, and the relative worth of jobs within the organization vis-à-vis the compensation philosophy. The most traditional component of a total compensation program is base pay (fixed pay). However, inclusion of benefits in total compensation strategy is not a new concept. Provision of benefits was originally a recruitment tool, though over time the provision of core benefits has become an expectation. Research shows that public sector organizations commonly use superior benefits packages as a way to offset structural disadvantages in base pay. The purpose of the survey is to collect information for comparison to current offerings, and making recommendations for change consistent with the parameters of the organization’s compensation philosophy. Market Survey A key component of assessing compensation is to consider market position, which is sometimes referred to as external equity or competitiveness. Evergreen’s consultants wait until well into the classification analysis to design the market survey to ensure that jobs are understood, anomalies in classification characteristics are documented, and sufficient input has been received. The market survey will obtain standard range information related to minimum, midpoint, and maximum salaries. Data collection will focus on the public sector, but will include information from the private sector where applicable. Further, we will look to include any employers to whom the organization has recently lost employees. Benchmarks One of the most important components of the external assessment is in the selection and utilization of benchmark positions for the labor market survey. We will work with the client to identify the appropriate number of benchmark positions to best suit the client’s needs in the labor market survey. Based on our experience, we have found that it is simply not practical to survey all DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 257 Evergreen Solutions, LLC Page 4-8 positions within the organizationthe resulting surveys become too cumbersome for labor market peers to complete, and the response rate on the whole suffers. We ensure, through multiple checks and balances, that the benchmark positions chosen will represent a broad spectrum of positions across the organization, from all job families, pay levels, and functional areas. Targets To conduct an external labor market assessment, we work with the client to identify the most appropriate targets to survey. Evergreen selects peer organizations based on the local labor competition, regional markets, and class-specific markets. Peer organizations should be those organizations that compete with the client for labor in at least one job family. An appropriate mix of peers in the public and private sectors will be included in the survey, and if necessary, augmented with published secondary data sources. Typically, Evergreen waits until the outreach process has been completed to identify the complete list of market peers. This is because we often will uncover specific information during the focus group and interview sessions that identifies potentially critical survey targets. Ideally, we would like to work with the client after the outreach has been concluded to identify the final list of potential market peers. An important factor of our methodology is that the client has the final approval of all aspects of the study. We will not proceed with the analysis unless the client is completely comfortable with the survey targets chosen. Often, there are different factors impacting an organization, such as proximity to a major metropolitan area, technology corridor, or specific market (i.e., military base), that have a direct effect on its ability to recruit and retain employees in specific positions. These factors have to be taken into account when selecting survey targets. Once the targets are selected and approved, the survey instrument is developed and sent to the client for final approval. Subsequent to client approval, the survey is then distributed to the targets in both paper and electronic formats. Evergreen uses a four-fold method of communicating with respondents. Our staff notifies the target group that the survey is being sent or made available, confirms receipt, and encourages participation. Once the data are received, they are cleaned, validated, and summarized. A separate report is issued that shows the results of the salary survey. Unifying the Solution After determining the appropriate division of work and market position, the compensation structure can be created. There is not a single, perfect solution for every client partner. The nuances and unique characteristics of each client necessitate a customized solution to best meet the organization’s needs. The Evergreen Team has considerable experience in developing multiple solutions and working with client partners to determine the one that best meets their needs. Our analytical team uses a variety of tools to produce various potential solutions: regression analysis, market thresholds, and DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 258 Evergreen Solutions, LLC Page 4-9 other human resource models. Several major options are presented to the client’s team before the implementation plan is created. It is at this stage in the process that we typically meet with the client to identify the direction of the final solution. We will present to the client a draft report for review and comment. We typically ask the client to examine the draft solution objectively and provide insights and recommendations on the direction of the report. When this process is completed, Evergreen’s consultants will proceed with the final solution. The solution also contains information regarding fiscal impact and implementation. Compensation Administration Guidelines In order for clients to maintain the recommended compensation system, Evergreen develops compensation administration guidelines for use by the client after completion of the study. The guidelines will include recommendations on installation and continuing administration of the system. The team first conducts a review of current practices and procedures then assesses their effectiveness, compliance with legal guidelines, and applicability to the recommended system. Once this review and assessment are complete, revisions to the current practices and/or new guidelines can be recommended, as needed. At a minimum, the recommendations will address areas such as:  how employees will move through the pay structure/system as a result of transfers, promotions, or demotions;  how to pay employees whose base pay has reached the maximum of their pay range or value of their position;  the proper mix of pay and benefits;  how often to adjust pay scales and survey the market;  timing of implementation; and  how to keep the system fair and competitive over time. System Maintenance Our goal is to produce recommendations that are effective and that can be maintained by our clients. We are strongly committed to providing transparent and replicable solutions. In essence, when we complete our core assignment, our goal is that our client’s staff can maintain and update the system on their own. We are readily available to provide assistance, but our goal is to give our clients all the tools and training that are needed. Towards this end we will provide the Human Resources Department with all necessary tools and training to maintain the system over time. Based on client needs and industry best practices, Evergreen has developed a compensation and classification maintenance tool to assist our clients with implementing, managing, and updating the solutions: JobForce Manager. This tool allows our clients to estimate future pay plan changes, update market information, make determinations on reclassifications, and create new jobs. By automating these tasks, JobForce Manager allows our clients to not only streamline, but also increase the fairness and transparency of regular compensation and classifications tasks after solution implementation. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 259 Evergreen Solutions, LLC Page 4-10 Exhibit 4-4 displays the interface from JobForce Manager for determining a positions pay grade; additional features include a job scoring tabulation sheet, market survey results database and summary report, pay plan report, and employee salary calculators for modeling fiscal impacts of compensation changes at the employee level. All data and reports are downloadable and printable, so they can be provided to key decision makers. Performance Evaluation Over time, the public sector has shown an increased awareness of the necessity of conducting regular performance evaluations and linking those evaluations to compensation management. The Evergreen Solutions team has worked with numerous public sector clients in developing and implementing performance evaluation systems as well as alternative reward strategies that incorporate the unique environment and circumstances of our client partners. Exhibit 4-4 JobForce Manager Tool Source: Evergreen Solutions, 2021 DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 260 Evergreen Solutions, LLC Page 4-11 4.2 Detailed Work Plan The detailed work plan that Evergreen proposes to use to conduct a Compensation and Classification Study for the City of Denton is provided in this section. Evergreen understands that the City has approximately 1786 employees that will be included in the study as well as 50 classifications for the job analysis. Our work plan consists of the following 11 work tasks and pertains to Option A of the scope of work. Option B includes preparing recommendations for compensation policies, a strategy for an updated compensation system with the lowest financial impact, and training to the Management Team on the utilization and maintenance of the recommended system (i.e., Evergreen’s JobForce Manager).  Task 1: Project Initiation  Task 2: Evaluate the Current System  Task 3: Collect and Review Current Environment Data  Task 4: Evaluate and Build Projected Classification Plan  Task 5: Identify List of Market Survey Benchmarks and Approved List of Targets  Task 6: Conduct Market Salary Survey and Provide External Assessment Summary  Task 7: Develop Strategic Positioning Recommendations  Task 8: Conduct Solution Analysis  Task 9: Develop and Submit Draft and Final Reports  Task 10: Develop Recommendations for Compensation Administration  Task 11: Develop a Merit-Based Performance System Task 1.0 Project Initiation TASK GOALS  Finalize the project plan with the City.  Gather all pertinent data.  Finalize any remaining contractual negotiations.  Establish an agreeable final time line for all project milestones and deliverables. TASK ACTIVITIES 1.1 Discuss with the City’s designated Project Manager and executive management the following objectives:  the classification and pay plan study process;  understand mission and current compensation philosophy;  review our proposed methodology, approach, and project work plan to identify any necessary revisions; DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 261 Evergreen Solutions, LLC Page 4-12  reach agreement on a schedule for the project including all assignments and project milestones/deliverables; and  establish an agreeable communication schedule. 1.2 Identify potential challenges and opportunities for the study. Discuss the strategic direction of the City and some of the short- and long-term priorities. This activity serves as the basis for assessing where the City is going and what type of pay plan will reinforce current and future goals. 1.3 Obtain relevant materials from the City, including:  any previous projects, research, evaluations, or other studies that may be relevant to this project;  organizational charts for the departments and divisions, along with related responsibility descriptions;  current position and classification descriptions, salary schedule(s), and classification system; benefits information; and  personnel policies and procedures, including step placement policies. 1.4 Review and edit the project work plan and submit a timeline for the completion of each project task. 1.5 Provide the CPM with status reports throughout the study. KEY PROJECT MILESTONES  Comprehensive project management plan  Comprehensive database of City staff Task 2.0 Evaluate the Current System TASK GOAL  Conduct a comprehensive preliminary evaluation of the existing compensation plan(s) for the City. TASK ACTIVITIES 2.1 Obtain the existing pay structure and compensation philosophy (if any). Review the existing pay structure and look for potential problems and issues to be resolved. 2.2 Determine the strengths and weaknesses of the current pay plan(s) and structure for the City. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 262 Evergreen Solutions, LLC Page 4-13 2.3 Address any pay compression issues that may exist and discuss possible solutions. 2.4 Complete an assessment of current conditions that details the pros and cons of the current system for the City as well as highlights areas for potential improvement in the final adopted solution. KEY PROJECT MILESTONES  Review of existing compensation plan(s)  Pay compression issues and solutions  Assessment of current conditions KEY PROJECT MILESTONE  Classification framework Task 3.0 Collect and Review Current Environment Data TASK GOALS  Conduct statistical and anecdotal research into the current environment within the City.  Guide subsequent analytical tasks. TASK ACTIVITIES 3.1 Schedule and conduct employee orientation sessions for the employees within the 50 classifications that are included in the job analysis to describe the scope of work and methodology. 3.2 Interview department directors/managers to obtain relevant information and statistical/anecdotal data on specific compensation issues and policies. Obtain insight into perceived current compensation system strengths and weaknesses. 3.3 Hold focus groups with a sample of employees representing the 50 classifications to obtain additional relevant information and statistical/anecdotal data on specific compensation issues and policies. 3.4 Work with the CPM to administer a job evaluation tool and method for obtaining supervisory comments. Our staff utilizes a web-based tool for data collection, if requested by the City. Paper copies can be provided for classifications without computers or Internet access. 3.5 Review any data provided by the City that may provide additional relevant insight. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 263 Evergreen Solutions, LLC Page 4-14 KEY PROJECT MILESTONES  Job evaluation tool distribution  Department director/manager interviews  Employee focus groups and orientation sessions Task 4.0 Evaluate and Build Projected Classification Plan TASK GOALS  Identify the classification of 50 positions utilizing the approved method for job evaluation.  Characterize internal equity relationships of the 50 positions within the City. TASK ACTIVITIES 4.1 Review the 50 draft class specifications included in the study with the CPM. 4.2 Review the work performed by each classification and score based on job evaluation. Include an evaluation of supervisory comments. 4.3 Review job evaluation scores and identify the classification of positions. 4.4 Schedule and conduct additional follow up with employees for jobs where uncertainty exists over data obtained from job evaluation. 4.5 Develop preliminary recommendations for the classification structure and discuss with the CPM. The classification system designed at this point would be based solely on internal equity relationships and would be guided by the job evaluation scores for each classification. Essentially, a structure of classifications would be established, and classifications with similar scoring would be grouped and spacing between jobs would be determined. 4.6 Review recommendations with the CPM. KEY PROJECT MILESTONES  Job evaluation scores by class  Recommended classification changes  Preliminary job structure based on internal equity DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 264 Evergreen Solutions, LLC Page 4-15 Task 5.0 Identify List of Market Survey Benchmarks and Approved List of Targets TASK GOALS  Reach an appropriate number and identify the proper benchmark positions for the external labor market assessment of salary.  Identify and develop a comprehensive list of targets for conducting a successful external labor market assessment of salary. TASK ACTIVITIES 5.1 Identify, from the initial review, a list of classifications (benchmarks) to include in the labor market survey. Note: Evergreen will work with the CPM to select up to 150 classifications to use as benchmarks for the salary survey. 5.2 Finalize the list of positions with the CPM. 5.3 For each employee group review with the CPM peer organizations (i.e., peer municipalities) to use as targets for the salary survey. Note: Evergreen will work with the CPM to select up to 20 targets for the salary survey. 5.4 Develop a preliminary list of organizations for the external labor market survey of salary, placing a comparative emphasis on characteristics such as:  size of the organization;  geographic proximity to the Denton area;  economic and budget characteristics; and  other demographic data. 5.5 Develop a list of survey targets by employee group. Develop a system for use of secondary data including potential sources and weighting of secondary data, if necessary. 5.6 Review survey methodology with the CPM and refine survey methodology prior to distribution of survey. 5.7 After approval of survey methodology, develop contact list of peer organizations and notify peers of impending survey. KEY PROJECT MILESTONES  Final list of benchmark positions for the external labor market assessment salary survey  Initial list of survey peers  Survey methodology  Final list of survey organizations and contacts DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 265 Evergreen Solutions, LLC Page 4-16 Task 6.0 Conduct Market Salary Survey and Provide External Assessment Summary TASK GOALS  Conduct the external labor market salary survey.  Provide a summary of the market salary survey results to the CPM. TASK ACTIVITIES 6.1 Prepare a customized external labor market salary survey for the CPM’s approval. Discuss questions and categories for the market survey. 6.2 Contact the targets for electronic completion of the survey. Provide paper copies by fax, if requested. 6.3 Conduct necessary follow-up through e-mails, faxes, and phone calls. 6.4 Collect and enter survey results into Evergreen’s electronic data analysis tools. 6.5 Validate all data submitted. 6.6 Develop summary report of external labor market salary assessment results. 6.7 Submit summary report of external labor market salary assessment results to the CPM. KEY PROJECT MILESTONES  Market survey instrument  Benefits survey instrument  Summary report of external labor market salary and benefits assessment results Task 7.0 Develop Strategic Positioning Recommendations TASK GOALS  Assess the appropriateness of the current compensation philosophy for the City.  Develop a plan for all employees, providing issue areas and preliminary recommendations for strategic improvement. TASK ACTIVITIES 7.1 Identify the compensation philosophy and accompanying thresholds. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 266 Evergreen Solutions, LLC Page 4-17 7.2 Using the market salary survey data collected in Task 6.0, and the classification data reviewed in Task 4.0, recommend the appropriate pay plan(s) for the City. 7.3 Identify highly competitive positions within the City and customize recommendations for compensation where required. 7.4 Produce a pay plan for the City that meets its needs from an internal and external equity standpoint. KEY PROJECT MILESTONES  Proposed compensation strategic direction, taking into account internal and external equity  Plan for addressing unique, highly competitive positions Task 8.0 Conduct Solution Analysis TASK GOALS  Conduct analysis comparing job evaluation values.  Survey results for the benchmark positions.  Produce several possible solutions for implementation. TASK ACTIVITIES 8.1 Conduct regression analysis or other appropriate techniques to properly slot each classification into the proposed pay plan for the City. 8.2 Place all classifications into pay grades based on Task Activity 8.1. Sort alphabetically by job class title, in descending order by range, and by old class title and new class specifications. 8.3 Create implementation solutions for consideration that take into account the current position of the City as well as the findings from the classification and compensation analysis. Identify and prepare a range of compensation policy alternatives. 8.4 Meet with the CPM to discuss the potential solutions. 8.5 Determine the best solution to meet the needs of the City in the short-term and long-term. 8.6 Document the accepted solution. KEY PROJECT MILESTONES  Initial regression analysis  Potential solutions  Documented final solution DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 267 Evergreen Solutions, LLC Page 4-18 Task 9.0 Develop and Submit Draft and Final Reports TASK GOALS  Develop and submit a draft and Final Report of the Compensation and Classification Study to the City of Denton.  Present the Final Report. TASK ACTIVITIES 9.1 Produce a comprehensive draft report that captures the results of each previous step. Provide the CPM a draft final report that includes the costs associated with all recommendations as well as a phased approach to address recommendations. 9.2 Make edits and submit necessary copies of the Final Report to the CPM for review and approval. 9.3 Present the Final Report to Human Resources staff and Executive Management. 9.4 Develop a communication plan for sharing study results with employees of the City. 9.5 Develop a plan for maintaining recommendations over time. KEY PROJECT MILESTONES  Draft and final reports  Final presentation  Communication plan  Implementation and maintenance database Task 10.0 Develop Recommendations for Compensation Administration TASK GOAL  Develop recommendations for continued administration by City staff to sustain the recommended compensation and classification system. TASK ACTIVITIES 10.1 Develop recommendations and guidelines for continued administration and maintenance of the classification and compensation system by City staff, including recommendations and guidelines related to:  how employees will move through the pay structure/system as a result of transfers, promotions, or demotions;  how to pay employees whose base pay has reached the maximum of their pay range or value of their position; DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 268 Evergreen Solutions, LLC Page 4-19  the proper mix of pay and benefits;  how often to adjust pay scales and survey the market;  the timing of implementation; and  how to keep the system fair and competitive over time. 10.2 Recommend recruitment/retention strategies, where appropriate. 10.3 Present recommendations to the CPM for review. 10.4 Finalize recommendations. KEY PROJECT MILESTONES  Recommendations for compensation administration  Recommendations for recruitment/retention policies Task 11.0 Develop a Merit- Based Performance System TASK GOALS  Design a merit-based performance system/process.  Create performance evaluation tools. TASK ACTIVITIES 11.1 Discuss with the CPM and Internal Team the type of performance system/process that will support the City’s compensation practices and principles. 11.2 Review, recommend, and provide solutions for a merit-based performance management system. 11.3 Design a new performance management system and effective performance evaluation tools to evaluate employees. 11.4 Discuss with the CPM evaluation procedures and processes that should be followed by employees regarding the new system. 11.5 Create a new annual merit evaluation tool for employees to use that will tie to the classification and compensation system. KEY PROJECT MILESTONE  New merit-based performance system and tools DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 269 Evergreen Solutions, LLC Page 4-20 4.3 Proposed Timeline Evergreen possesses the ability, staff, skills, and tools to conduct the Compensation and Classification Study (i.e., option A) for the City of Denton in five months of the project start date and following the signing of the contract. This is based on a tentative start date of October 1, 2022, and a completion date of February 28, 2023, which is within the recommended timeline in the RFP. Evergreen can conduct option B in 1.5 months with a start date of March 1, 2023, and a completion date of April 15, 2023. This proposed timeline can be modified in any way to best meet the needs of the City. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 270 Evergreen Solutions, LLC Section 5.0 Price Proposal DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 271 Evergreen Solutions, LLC Page 5-1 5.0 Price Proposal (Revised) Evergreen Solutions, LLC is pleased to present our proposed price to conduct Compensation and Classification Study for the City of Denton. We are committed to providing the highest quality consulting services to our client partners for a reasonable price. Our firm is fortunate that our overhead is minimal and our expenses are reasonable so we can pass that cost savings on to our clients. Our total, not-to-exceed, fixed price to complete tasks identified in our detailed work plan in Section 4 of our proposal is $62,565 for Option B and $23,765 for Option A. Our price is all inclusive, and includes travel costs (meals and lodging), transportation, fringe benefits, indirect costs (overhead), clerical support, and all other out-of-pocket expenses. Our price includes two onsite visits to Denton to perform the requested work as most of the work can be conducted virtually. Our price to provide an annual review and update of the market analysis with a final report and training is $9,500. Our pricing for future individual job description grading on an as-needed basis is $350 per job which doesn’t include meeting with employees. Our preferred payment schedule is as follows: • 25% - upon completion of Tasks 1 – 2 • 25% - upon completion of Tasks 3 – 4 • 25% - upon completion of Tasks 5 – 6 • 25% - upon completion of Tasks 7 – 11 We are willing to negotiate the time, scope, and cost of the basic tasks, or any other options that the City of Denton wishes to identify. Evergreen Solutions federal employer identification number is 20- 1833438. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 272 Evergreen Solutions, LLC Section 6.0 What is Needed From City DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 273 Evergreen Solutions, LLC Page 6-1 6.0 What is Needed From City Evergreen will look to the City’s staff for assistance throughout the duration of the project; however, we have found that the most time that we will need staff involvement will occur near the initial commencement of work and will be fairly minimal. In Section 4 of our proposal you will see the various steps requiring staff and management involvement. Evergreen will request that a Project Manager be designated by the City to serve as our central point of contact. The City’s Project Manager will have the most frequent interaction and involvement with Evergreen’s consultant team. Some of the functions we anticipate needing assistance from City staff include:  providing requested data and documents;  meeting in-person with our consulting team when they are on-site in Denton;  facilitating components of the project communication plansuch as notifying employees about the study, updates of study progress and final study recommendations;  reviewing interim deliverables and providing feedback; and  assisting in the resolution of any study issues. While the initial data collection will represent the majority of the staff time that would be requested by Evergreen Solutions, we anticipate that overall staff time dedicated to the project will be minor approximately three percent or less of total project hours. In addition, Evergreen Solutions values feedback and will look to the City’s Project Manager and other decision makers for guidance at different milestones throughout the project. These milestones will be clearly communicated and agreed upon by Evergreen’s Project Director and the City’s Project Manager. Based on our experience conducting this type of study, we will request the following types of data and documents to assist our consultant team:  policies and administrative procedures;  organizational charts;  program and compliance reports;  current pay and classification plan;  current job descriptions;  schedule of current salary ranges and pay grades;  benefits information; and  other documentation that will assist in completing this study. Evergreen consultants will bring their own computers and cell phones, and we will not require technical expertise from City staff. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 274 Evergreen Solutions, LLC Section 7.0 Project List DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 275 Evergreen Solutions, LLC Page 7-1 7.0 Project List Because Evergreen has conducted more than 900 compensation and/or classification related studies since its inception, we include in this section a list of similar local government projects that we have conducted or are currently on contract to conduct, in the State of Texas. Exhibit 7-1 includes a list of some of the local government clients we have worked with or are currently under contract to work with in providing work similar in scope to the services being requested. Select Texas Experience Job Classification, Salary Survey, Compensation Plan Study Services City of Duncanville Evergreen was engaged with the City of Duncanville to provide professional Job Classification, Salary Survey, and Compensation Pay Plan Study Services that allowed the creation of a comprehensive job classification and compensation system and pay plans for employees within the City. Evergreen’s consultants reviewed and analyzed the City’s current structure and practices of job classifications and job descriptions including: conducting orientation sessions; providing questionnaires; conducting management and employee interviews; reviewing questionnaire responses with supervisory and management staff; performing a job analysis; and developing and/or revising job descriptions. Evergreen prepared a customized market survey of salaries of the local and area municipalities that included all of the competitive markets where the city recruited employees. Evergreen established a system for an ongoing and easily understood maintenance of the new, or updated, pay plan that was easy for employees to understand and for managers to administer. The recommended pay plan effectively balanced market and internal equity, supported the classification system, and promoted an employee’s perception of organizational fairness and equity in the City. Note: Evergreen was recently hired to conduct a Classification and Compensation Study Update. Comprehensive Compensation and Classification Study City of Farmers Branch Evergreen was engaged with the City of Farmers Branch to conduct a Comprehensive Compensation and Classification Study. The primary objectives of the study were to: review and revise current classification system; determine relevant competitive markets; develop a custom compensation survey to distribute to peer organizations; propose guidelines for an improved or new compensation program and step/grade plan; and provide recommendations to keep the current pay structure competitive. Note: Evergreen was again hired in 2021 to conduct a Compensation and Benefits Study. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 276 Evergreen Solutions, LLC Page 7-2 Classification and Compensation Study City of Lockhart Evergreen was retained by the City of Lockhart to conduct a classification and compensation study of its workforce. Employees participated in focus groups, interviews, and a job analysis was conducted to determine the best classifications for the work performed. In addition, pay ranges were analyzed in the public and private sector to determine the appropriate pay levels for all included jobs. Recommendations were provided to improve the fairness and equity in the current system. Classification, Compensation & Benefits Study City of Portland Evergreen was engaged with the City of Portland (City) to conduct a Classification, Compensation and Benefits Study. Evergreen’s consultants evaluated jobs within the City and the current pay and benefits structure. A market survey of salary and benefits was conducted among peers approved by the City. Based on the survey results, Evergreen’s consultants made recommendations for changes to the current classification and compensation system, as well as provided a maintenance tool that the Human Resources Department could use to keep the system current and equitable. Training on this maintenance tool was also provided. Comprehensive Compensation and Benefits Study City of Rowlett Evergreen was engaged with the City of Rowlett to conduct a comprehensive compensation and benefits study. The primary goal of the study was to ensure that the City was recognized as an employer of choice that provides a viable, cost effective and competitive pay structure. The study measured and provided a compensation analysis on (a) base salary, (b) pay/step plans, (c) employer-provided medical benefits packages and (d) any other incentive- based compensation options, to include “on call” pay. Evergreen’s consultants identified any weaknesses within the components of the City’s existing compensation package that would negatively impact the organization’s ability to attract and retain talented employees. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 277 Evergreen Solutions, LLC Page 7-3 Comprehensive Compensation and Benefits Study City of Sachse Evergreen was hired by the City of Sachse to conduct a Comprehensive Compensation and Benefits Study. The study measured and provided an analysis on base salary, pay/step plans, employer-provided medical benefits packages and any other incentive-based compensation options, including “on call” pay. To ensure the project’s validity and applicability, Evergreen conducted a compensation analysis using similar-sized local municipalities for comparison and recommended comparator cities for consideration. The following study components were compared:  pay ranges with comparator cities performing the same or similar functions;  actual employee pay with comparator cities performing the same or similar functions;  pay/step plans/special assignment pay with comparator cities performing the same or similar functions; and  city-provided comprehensive employee benefits packages with comparator cities performing the same or similar functions. Evergreen recommended pay structure features that provided opportunities for advancement while minimizing salary overlap between levels of responsibility. Note: Evergreen was again hired to conduct a classification study for select positions. Classification and Compensation Study City of Conroe Evergreen was retained by the City of Conroe to conduct a Classification and Compensation Study. The scope of the study included the following major components: review and update and/or rewrite of all city job descriptions; work with a City management team to revise the existing pay plan for both Civil Service and non-Civil Service personnel structures; and evaluate current salary structure and compensation levels for all regular, classified positions and non-classified positions, and recommend appropriate adjustments. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 278 Evergreen Solutions, LLC Page 7-4 Classification and Compensation Study City of Seguin Evergreen was hired to assist the City of Seguin in designing and implementing a comprehensive classification and compensation plan for its workforce of 330 full-time employees. The scope of the project included two major components: (1) Working with a City management team to revise the existing pay plan and structures; and (2) Evaluating current salary structure and compensation levels for all regular, classified positions and recommending appropriate adjustments. Specifically, Evergreen’s consultants reviewed the City’s current classification/compensation plan; surveyed management and identified problem areas regarding the classification and compensation system; conducted a salary survey to ensure external equity; reviewed current policies and procedures; reviewed salary structure to determine appropriateness; and provided technical assistance and training to City staff to facilitate the implementation and the maintenance of the recommended system and procedures. Pay Structure Study City of Fate Evergreen was hired to develop a new pay plan for the City of Fate. Evergreen performed the following tasks: reviewed the City’s salary data; created a new pay plan for the City; slotted current jobs into the new play plan; and verified the internal equity of the new pay plan. Classification and Compensation Study City of Pflugerville Evergreen was hired by the City of Pflugerville to conduct a Classification and Compensation Study for its workforce of over 300 full- and part-time employees. Evergreen analyzed each position within the City by conducting interviews and job audits; evaluated employee position descriptions and duties; interviewed department heads and managers; and assessed classifications within positions (I, II, III, or Lead, Foreman). Evergreen reviewed current job descriptions, focusing on the purpose, job scope, essential duties and responsibilities, education/training requirements, physical job requirements, and working conditions, determined FLSA status (exempt/non-exempt) for positions under federal regulations, and recommended which positions were essential positions in the event the City had a temporary closure. Based on this review, Evergreen presented a proposed classification structure to City management and incorporated input into the final classification document, including a cost analysis for positions that would require adjustments. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 279 Evergreen Solutions, LLC Page 7-5 Evergreen surveyed the cities of Georgetown, Round Rock, Hutto, Cedar Park, Leander, San Marcos, and College Station to compare compensation and benefit structures in addition to minimum and maximum rates of pay for select positions and will soon make recommendations toward appropriate ranges for rates of pay for each position identified. This included a minimum, mid-point, and maximum, with 1st and 3rd quartile designations. A Salary Grade Chart was prepared based on these recommendations and was presented to management for final approval. Pay and Classification Study City of Fredericksburg Evergreen was engaged with the City of Fredericksburg to conduct a Pay and Classification Study and make recommendations for implementation of a revised pay plan. The study included all employees and classifications in the City. As part of the study, Evergreen consultants conducted focus groups and interviews with employees, and employees completed a Job Assessment Tool (JAT). Evergreen consultants also conducted a comprehensive salary survey of local and regional employers to assess the market competitiveness of the City. Finally, a detailed plan was developed to provide the City with specific steps to implement an equitable and competitive pay plan. Note: Evergreen is on retainer to provide the City with classification, pay grade assignments, organizational management and other on-going human resources support. Human Resources Department Assessment (Classification and Compensation Study) City of Buda Evergreen was engaged with the City of Buda to conduct a Human Resources Department Assessment. Evergreen’s consultants provided a job analysis questionnaire and procedures for future updating and new position creation and developed and fully defined a systematic procedure for evaluating positions using the "point factor method”. A worksheet was developed for departments to request a job evaluation for upgrades within a position or for a new position for submission to Human Resources to ensure that job titles were consistently used on job descriptions and the pay plan. Evergreen further created a new cost effective, affordable compensation structure and management plan that was systematically and equitably acknowledge and rewarded an employee's performance and skills. Evergreen designed a compensation program that included a description and justification of the pay philosophy, a completed pay structure, and rules for moving employees through the pay structure based on their increasing DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 280 Evergreen Solutions, LLC Page 7-6 contributions in support of the City. Evergreen consultant’s gathered actual salary data from market surveys, local governmental agencies, benchmarked cities, and other appropriate data, as deemed necessary. The recommended compensation structure included a proposed training/career progression plan, including documentation as appropriate, and a plan that rewards employee performance fairly and equitably, with measures that can be documented. Note: Evergreen was again selected by the City of Buda in 2020 to conduct a Market Salary Update. Classification and Compensation Study City of Sunset Valley Evergreen was hired by the City of Sunset Valley to assist with a City-wide Compensation and Classification Study, as well as development of a Performance Evaluation System. The study also included a Human Resources Audit and recommendations to strategically align the processes, procedures, staffing, and organization of human resources functions. All employees and classifications in the City were included in the study. As part of the study, the Evergreen Team conducted interviews and focus groups with all City employees. Evergreen consultants conducted a comprehensive salary survey of local and regional employers to assess the market competitiveness of the City. Finally, a detailed plan was developed to provide the City with specific steps to implement an equitable and competitive compensation plan. Classification and Compensation Pay Plan City of Amarillo Evergreen was engaged with the City of Amarillo to develop a Classification and Compensation Pay Plan. Evergreen’s consultants: reviewed the City's existing classification/compensation system; worked with the City's Human Resources Director and staff to identify a market position for the City; gathered necessary information through the use of questionnaires, job audits, some personal interviews; discussed and determined the appropriate labor market for the compensation survey; analyzed existing internal hierarchy based on job relationships and proposed implementation methods to correct any identified specific problems; developed a pay plan identifying specific parameters; and reviewed and assigned all positions to an appropriate pay grade. In the end, Evergreen recommended implementation strategies including calculating the cost of implementing the study and provided the Human Resources staff with training to maintain and revise the system, as needed. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 281 Evergreen Solutions, LLC Page 7-7 Compensation Market Review and Classification Study City of Austin Evergreen was contracted to review the City of Austin's classification system for the Human Resources job family. The study's primary purpose was to review the City's classification structure for its human resources jobs and to ensure that all employees working in the human resources area were properly classified based upon the work they performed. To accomplish this purpose, Evergreen met with each Human Resources Manager and conducted extensive outreach sessions (desk audits) with a large percentage of human resources employees. In addition to the interviews and desk audits, Evergreen consultants reviewed Position Analysis Questionnaires (PAQs), job descriptions, organizational charts, and other documentation. The job analysis resulted in recommendations for a job hierarchy within the Human Resources family and the slotting of each individual within the proposed classification system. Evergreen consultants also worked with the Human Resources Department to ensure that the proposed classification system properly aligned with the compensation system. At the conclusion of the study, job descriptions were revised for each job and FLSA exempt status were provided for each job classification. Classification and Compensation Study City of Gonzales, Texas Evergreen was retained by the City of Gonzales to conduct classification and compensation study for all employees. Employees participate in focus groups, interviews, and job analysis to determine the best classifications for the work performed. Classifications were reviewed, as needed, and FLSA determinations were made. Evergreen consultants conducted a market salary survey to identify pay ranges in the public and private sector in order to determine the appropriate pay levels for all included jobs in the City. Recommendations were provided to improve the fairness and equity within the City and a plan was provided to address maintenance of implemented changes to the City’s classification and compensation system. Salary Survey City of Lakeway Evergreen was retained by the City of Lakeway to provide consulting services for the Human Resource Department and to design and implement a salary survey which would classify all City positions appropriately within the plan structure. The Evergreen Team evaluated the City’s current salary structure as compared to the specific job market for comparable positions in the public and private sectors. Additional reviews were conducted for existing job descriptions to recommend updates for specific requested positions. Evergreen ensured that content and titles were current, accurate, and DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 282 Evergreen Solutions, LLC Page 7-8 consistent with Fair Labor Standards Act (FLSA) and Equal Employment Opportunity (EEO). Note: Evergreen was again hired in 2019 to conduct a staffing analysis for the City. Comprehensive Compensation Plan City of South Padre Island Evergreen Solutions was retained by the City of South Padre Island to design and implement a comprehensive compensation plan for the City of South Padre Island that included a pay for performance component. The scope of this project included:  working with an assigned committee to determine specific needs related to the City in regards to compensation;  working with the committee to review and establish benchmark cities to be used in determining the City’s “competitive market”;  conducting a job analysis to establish pay grades/classification groups for all City positions;  reviewing current compensation philosophy, policies and plan and work with assigned committee to determine City’s compensation philosophy;  conducting a customized market salary and benefit analysis for all full-time positions that included additional pay types (i.e. assignment pay, certification pay, education pay, etc.);  recommending and identifying a competitive position within the market (i.e., percentile of market);  recommending pay structures (grades/classification groups and pay ranges;  developing a complete, market-sustainable compensation plan that included a pay for performance structure that rewards those employees with high performance;  coordinating with the City to illustrate initial (single) and/or multi-year implementation cost scenarios;  meeting with the assigned committee and prepare and presenting to City Council, as required; DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 283 Evergreen Solutions, LLC Page 7-9  creating and providing administrative policies related detailing the complete compensation plan for insertion into the Employee Handbook; and  providing comprehensive training for key City staff members for implementation and ongoing maintenance of the approved compensation plan. Pay for Performance Study and Salary Survey City of Mont Belvieu Evergreen was retained by the City of Mont Belvieu to conduct a pay for performance study and a salary study. The study identified classifications that were below market and that need to be adjusted in order for the City to remain competitive among its market peers. In addition, Evergreen made recommendations regarding enhancements needed to the City’s current performance evaluation system and provided the City with a performance evaluation tool. Compensation and Classification Study City of Mont Belvieu Evergreen Solutions was again retained by the City of Mont Belvieu to conduct a Compensation and Classification Study. Evergreen performed a comprehensive analysis of the City’s current classification and compensation plan by performing the following tasks: placing positions in the current pay plan to ensure positions performing similar work with essentially the same level of complexity, responsibility, and knowledge, skills, and abilities are classified together; determining the accuracy of Federal Labor Standards Act (“FLSA”) exemption status of all positions; determining the accuracy of position titles and descriptions regarding unique characteristics of the position, essential job functions, minimum qualifications, working conditions, licensing requirements, “on call” requirements and supervisory requirements; must accommodate the unique nature of certain functions and responsibilities characteristic of City government; identifying potential pay compression issues and providing potential solutions; and analyzing existing internal hierarchy and internal career ladders where appropriate and clearly outlining job progression opportunities and providing recognizable compensation growth. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 284 Evergreen Solutions, LLC Page 7-10 Compensation and Classification Study City of Pearland Evergreen Solutions was gain hired by the City of Pearland to conduct a Compensation and Classification Study. The study included the review of the existing classification plan, position descriptions and methods of reclassification, the performance of a salary study and the preparation of pay plan schedules, job descriptions, etc. The purpose of the comprehensive compensation and classification study was to develop a clear, equitable, consistent and competitive classification and compensation structure that would foster retention of qualified individuals while providing opportunities for growth and development within and provides the Human Resources Department a framework to operate within to maintain the system. Note: Evergreen was previously hired by the City to conduct a Classification Study. Compensation and Classification Study City of Texas City Evergreen Solutions is engaged with the City of Texas City to conduct a Compensation and Classification Study. The purpose of the comprehensive study is to develop a clear, equitable, consistent and competitive classification and compensation structure that fosters retention of qualified individuals while providing opportunities for growth and development within and provides the Human Resources Department a framework to operate within to maintain the system. Evergreen will work with the City to develop a compensation program that is fair, equitable, and competitive with other municipalities in the surrounding geographic market area from which the City of Texas City recruits and lends itself to a total rewards package. Evergreen will further work with the City to develop a classification system that facilitates ongoing compensation analysis and reporting based on similarly- situated employees, similar skills, qualifications, responsibilities, and pay, using job family grouping and EEO job categories that comport with EEOC guidelines for government employees and will provide the City with a tool that the HR department can use to continue that evaluation/analysis process. Compensation Study City of Galveston Evergreen Solutions is engaged with the City of Galveston to conduct a Compensation Study. The primary purpose of the study is to review the City’s current jobs and place as close to prevailing rates for comparable job classes as practical. The study’s objectives are to: implement a credible classification and compensation plan that recognizes changes in the workforce; ensures positions performing similar work with essentially the same level of complexity, responsibility, knowledge, skills, and abilities are DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 285 Evergreen Solutions, LLC Page 7-11 classified together; provides salaries commensurate with assigned duties; and provides justifiable pay differential between individual classes; and maintains parity with relevant labor markets. In addition, recommendations on job description modifications, reporting relationships, and organizational structure(s) will be provided to the City. Note: This project is nearing completion. Compensation and Classification Study City of Coppell Evergreen Solutions is engaged with the City of Coppell to conduct a Compensation and Classification Study. Evergreen will review existing job functions by position as they pertain to the current and recommended structure; examine current market position using peer comparisons; develop a comprehensive labor market salary survey for the North Texas region that includes other local municipalities; analyze existing internal hierarchy based on job relationships and essential functions, identifying problem areas within the internal hierarchy system and propose implementation methods to correct identified problems; develop a pay plan; review and recommend assignments of all positions to an appropriate pay grade, as well as make recommendation(s) for corresponding education and experience requirements by classification; review and revise job descriptions; and recommend implementation strategies including calculating the cost of implementing the study results. Note: This project is nearing completion. Classification and Compensation Study City of Seabrook Evergreen Solutions is engaged with the City of Seabrook to conduct a Classification and Compensation Study. The intent of the study is to:  provide a comprehensive evaluation of every job within the City to determine relative worth within the organization for internal equity and for the establishment of pay ranges and step progressions within the ranges;  review all current job classifications, confirm, and recommend changes to hierarchical order of jobs using your evaluation system or an agreed upon evaluation system;  establish appropriate benchmarking standards and conduct salary surveys as needed for similar positions with comparable Texas municipalities as required; DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 286 Evergreen Solutions, LLC Page 7-12  identify potential pay compression issues and provide potential solutions; and  analyze and recommend changes to the present compensation structure to meet market analysis. Note: This project is nearing completion. Classification and Compensation Study Town of Little Elm Evergreen was retained by the Town of Little Elm to conduct compensation and classification study of its employees. Employees participated in focus groups, interviews, and job analysis to determine the best classifications for the work performed. Classifications were also reviewed, as needed, and FLSA determinations will be made. The rank structure for police and fire department employees were reviewed against peer organizations to determine whether the current structure for each department is effective for its size. Evergreen consultants reviewed pay policies and practices and pay ranges in the public and private sector were analyzed to determine the appropriate pay levels for all included jobs. Recommendations were provided to improve the fairness and equity within the Town. Evergreen provided Town staff with the necessary training and materials so that an understanding of the methodology and how to implement, administer, and maintain the recommended total compensation system would be accomplished. Employee Compensation Consulting Services Ft. Bend County Evergreen was retained by Fort Bend County to provide employee compensation consulting services. Evergreen conducted the following tasks:  reviewed current compensation plan including policy groups and salary structures;  conducted Fair Labor Standards Act (FLSA) exempt/non-exempt status review of all positions;  analyzed internal equity and possible compression issues;  completed salary survey of City and County governments in the State of Texas as designated by the County;  designed and executed a salary survey, analyzed results and made recommendations; and DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 287 Evergreen Solutions, LLC Page 7-13  evaluated and determined each employee’s proper step placement on the newly approved salary grade structure. Note: Evergreen was again hired in 2020 to conduct an update of the County’s Compensation Plan. Compensation Analysis Travis County Evergreen assisted the Travis County Human Resources Department in determining the appropriate pay levels for all non-sheriff's office law enforcement personnel. Classifications reviewed included all Constable positions. Park Ranger positions and Investigators and Investigator Lieutenants in the County's Attorney's Office and District Attorney's Office. Evergreen consultants conducted a preliminary review of the current compensation structure, met with County departments to discuss compensation issues, analyzed existing market data, and conducted an analysis of the internal equity relationships between the respective law enforcement agencies and similar positions residing within the Travis County Sheriff's Office. As a result of the study, Evergreen presented the County with recommendations for changes to the County's non-TCSO pay scale, classification changes, and a three-year implementation plan to bring non-TCSO jobs into proper alignment with TCSO positions. The study solidified internal equity relationships while ensuring the County was competitive with current market conditions. Compensation Consulting Services Travis County Evergreen Solutions was engaged with Travis County to provide Compensation Consulting Services. Evergreen performed the following:  Reviewed and provided input to the Travis County Compensation Manager and staff on their approach and strategy with redesigning the Travis County Classified compensation scale. Shared input and provided best practices to consider based on paygrades, band width, and other design elements.  Reviewed the compensation work of the Travis County Compensation division related to the redesign of the Travis County Classified compensation scale. Provide input based on work product review.  Discussed approach and strategy with the redesign of the Peace Office Pay Scale, to include minimum and maximum ranges based on Travis County’s researched market data for FY2020.  Discussed best practices with use of Peace Office Pay market data when determining how to gauge market competitiveness. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 288 Evergreen Solutions, LLC Page 7-14  Provided other consultative support with projects being proposed or implemented by the Travis County Compensation team. Compensation, Classification, and Benefits Study Denton County Evergreen conducted a Comprehensive Compensation, Classification and Benefits Study for the more than 1,550 employees of Denton County. The County had not performed a comprehensive classification and compensation study in 15 years. Evergreen consultants conducted employee orientations, focus groups and interviews, and conducted job analysis of all included positions. This information was used to create an internal equity alignment that is consistent with current job duties and responsibilities. As part of the project, Evergreen conducted a comprehensive salary and benefits survey of local and regional labor market peers to properly assess the County's competitive position for wages and benefits. Evergreen provided customized and detailed recommendations for adjusting the County's compensation and classification structures based on internal and external equity. Implementation options that were equitable and cost efficient were developed and additional recommendations for maintaining the system over time were also provided. Additionally, revised classification descriptions with FLSA determinations were provided. Compensation and Classification Study Brazoria County Evergreen was retained by the Brazoria County to conduct a Compensation and Classification Study. Evergreen developed a compensation program for the County, evaluated current pay grades, and developed a classification system to facilitate the ongoing compensation analysis. Evergreen further assessed position titles and identified appropriate employee status in accordance with FLSA. Evergreen then proceeded to develop multiple alternative recommendations and a communication plan. Finally, Evergreen reviewed and developed different policies procedures and proposed different recommendations. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 289 Evergreen Solutions, LLC Page 7-15 Salary Compensation Study Hood County Evergreen was engaged with Hood County to provide an update of their classification and compensation system. Evergreen evaluated the current system, collected and reviewed current environment data, and evaluated and built the projected classification plan. Evergreen identified a list of market survey benchmarks and conducted a market survey. Evergreen’s consultants provided the County with the external assessment summary, developed strategic positioning recommendations, and developed and submitted draft and final reports and recommendations for compensation administration. Additionally, Evergreen updated and/or rewrote job descriptions for the County, as necessary, based on the recommendations. Note: Evergreen was also hired in 2020 to conduct a staffing study for the County. Classification and Compensation Study Kaufman County Evergreen Solutions was engaged with Kaufman County to conduct a Compensation Study. Evergreen worked with the County to establish appropriate benchmarking standards and conducted a salary survey for similar positions with comparable entities. Evergreen identified potential pay compression issues and provided potential solutions and analyzed and recommended changes to the current compensation structure that met market analysis. Evergreen also provided a comprehensive evaluation of every job within the County to determine relative worth within the organization for internal equity and reviewed all current job classifications, confirmed, and recommended changes to hierarchical order of jobs using an approved evaluation system. Classification and Compensation Study and Analysis San Patricio County Evergreen Solutions is engaged with San Patricio County to conduct a Classification and Compensation Study and Analysis. The purpose of the study is to address changes in San Patricio County operations and staffing over the past decades, which may have affected the type, scope, and level of work being performed. The primary objectives of the study are to: attract and retain qualified employees; ensure positions performing similar work with essentially the same level of complexity, responsibility, and knowledge, skills, and abilities are classified together; provide salaries commensurate with assigned duties; outline promotional opportunities and provide recognizable compensation growth; provide justifiable pay differential between individual classes; and DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 290 Evergreen Solutions, LLC Page 7-16 maintain a competitive position with other comparable government entities and private employers within the same geographic areas. Note: This project is nearing completion. Wage and Compensation Study Jefferson County Evergreen Solutions is engaged with Jefferson County to conduct a Wage and Compensation Study. The objective of the study is to enhance the County’s ability to attract, motivate, and retain quality employees to efficiently and cost- effectively deliver services and programs to the citizens of the County through obtaining a Salary Range Comparison of 175 benchmarks positions – within the current surrounding local market and similarly situated Counties in Texas. Based on the market survey results, Evergreen will update the existing plan for the County, including the possible realignment of jobs within the County’s current pay grade. Note: This project is nearing completion. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 291 Evergreen Solutions, LLC Page 7-17 Exhibit 7-1: Sample List of Local Government Clients Spokane County, WA City of Branson, MO City of Fort Myers, FL Gaston County, NC City of Ridgefield, WA City of Lee’s Summit, MO City of Gainesville, FL Guilford County, NC City of Washougal, WA City of Columbia, MO City of Jacksonville, FL Harnett County, NC City of Albany, OR City of Dardenne Prairie, MO City of Key West, FL Haywood County, NC Columbia County, OR City of Jefferson, MO City of Pensacola, FL Jackson County, NC County of Monterey, CA City of Troy, MO City of Orlando, FL Lee County, NC City of Boulder City, NV Jackson County, MO City of Sarasota, FL New Hanover County, NC Ogden City Corporation, UT St. Charles County, MO City of Palm Beach Gardens, FL Transylvania County, NC City of Flagstaff, AZ City of Bloomington, IN City of Plantation, FL Union County, NC City of Page, AZ Blount County, TN City of North Miami Beach, FL Town of Carolina Beach, NC City of Prescott, AZ Carter County, TN Alachua County City of Falls Church, VA Town of Sahuarita, AZ City of Murfreesboro, TN Brevard County, FL City of Fredericksburg, VA Pima County, AZ City of Clarksville, TN Charlotte County, FL City of Newport News, VA Yavapai County, AZ City of Urbana, IL Flagler County, FL City of Suffolk, VA City of Carlsbad, NM McLean County, IL Hernando County, FL City of Williamsburg, VA City of Santa Fe, NM Mahoning County, OH Leon County, FL City of Norfolk, VA Ouray County, CO City of Auburn, AL Manatee County, FL Chesterfield County, VA Grand County, CO City of Foley, AL Martin County, FL County of Culpeper, VA City of Fountain, CO City of Hartselle, AL Miami-Dade County, FL County of Northampton, VA City of Manitou Springs, CO City of Daphne, AL Monroe County, FL County of York, VA City of Amarillo, TX City of Northport, AL Palm Beach County, FL Essex County, VA City of Austin, TX Baldwin County, AL Pinellas County, FL Gloucester County, VA City of Buda, TX Lee County, AL Sarasota County, FL Isle of Wight County, VA City of Conroe, TX Chambers County, AL Seminole County, FL James City County, VA City of Duncanville, TX Shelby County, AL City of Beaufort, SC King George County, VA City of Farmers Branch, TX Town of Loxley, AL City of Spartanburg, SC Loudoun County, VA City of Fate, TX City of Alpharetta, GA City of Chester, SC Louisa County, VA City of Fredericksburg, TX City of Brookhaven, GA City of Columbia, SC Montgomery County, VA City of Lakeway, TX City of Chamblee, GA City of Isle of Palms, SC Prince George County, VA City of Lockhart, TX City of Commerce, GA City of Conway, SC Prince William County, VA City of Mont Belvieu, TX City of Dahlonega, GA City of Goose Creek, SC Shenandoah County, VA City of Pearland, TX City of Douglasville, GA City of Lancaster, SC Spotsylvania County, VA City of Pflugerville, TX City of Dunwoody, GA City of Mauldin, SC Surry County, VA City of Rowlett, TX City of Fayetteville, GA Town of Cheraw, SC Northumberland County, VA City of Sachse, TX City of Forest Park, GA Town of Hilton Head Island, SC City of Baltimore, MD City of Seguin, TX City of Garden City, GA Town of Moncks Corner, SC City of Annapolis, MD City of Sunset Valley, TX City of Jackson, GA Town of Mount Pleasant, SC City of Hagerstown, MD City of Portland, TX City of Marietta, GA Beaufort County, SC City of Hyattsville, MD City of Seabrook, TX City of Norcross, GA Berkeley County, SC City of Westminster, MD City of Texas City, TX City of Roswell, GA Charleston County, SC Allegany County, MD Town of Little Elm, TX City of Sandy Springs, GA Dorchester County, SC Charles County, MD Brazoria County, TX City of Savannah, GA Laurens County, SC Washington County, MD Denton County, TX City of Statesboro, GA Spartanburg County, SC City of Milford, DE Fort Bend County, TX City of Stockbridge, GA York County, SC Kent County Levy Court, DE Hood County, TX City of Suwanee, GA City of Goldsboro, NC City of Kalamazoo, MI Jefferson County, TX City of Tybee Island, GA City of Fayetteville, NC Carbon County, PA Kaufman County, TX Cherokee County, GA City of Raleigh, NC Cumberland County, PA Randall County, TX Douglas County, GA City of Hendersonville, NC City of Pittsburgh, PA City of Broken Arrow, OK Forsyth County, GA City of Fayetteville, NC County of Allegheny, PA City of Salina, KS Cobb County, GA Buncombe County, NC County of Montgomery, PA Sedgwick County, KS Columbus Consolidated Gov’t, GA Dare County, NC Town of Colchester, VT Shawnee County, KS Effingham County, GA Franklin County, NC Town of Bridgewater, MA DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 292 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 15 of 21 Exhibit & CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. 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- VII or better.  Any deductibles or self-insured retentions shall be declared in the bid 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. DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 293 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 16 of 21  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 before the expiration date.  Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.  Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.  Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 294 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 17 of 21 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 $500,000.00 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 DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 295 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 18 of 21 Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 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. [ ] 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: 396C4403-0C83-4345-A15F-A3B4040AF217 296 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 19 of 21 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 297 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 20 of 21 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 298 City of Denton, Texas Contract 8052 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 21 of 21 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: 396C4403-0C83-4345-A15F-A3B4040AF217 299 DocuSign Envelope ID: 396C4403-0C83-4345-A15F-A3B4040AF217 FORM CIQ 300 Certificate Of Completion Envelope Id: 396C44030C834345A15FA3B4040AF217 Status: Sent Subject: Please DocuSign: City Council Contract 8052 Compensation Study Source Envelope: Document Pages: 88 Signatures: 2 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 10/7/2022 12:27:13 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: 10/7/2022 12:35:50 PM Viewed: 10/7/2022 12:35:58 PM Signed: 10/7/2022 12:36:29 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: 10/7/2022 12:36:33 PM Viewed: 10/7/2022 12:38:23 PM Signed: 10/7/2022 12:41:05 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: 10/7/2022 12:41:09 PM Viewed: 10/7/2022 1:23:55 PM Signed: 10/7/2022 1:24:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 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: 10/7/2022 1:24:42 PM Viewed: 10/7/2022 1:32:17 PM Signed: 10/7/2022 1:32:43 PM Electronic Record and Signature Disclosure: Accepted: 10/7/2022 1:32:17 PM ID: 3dd58e0a-2d4b-4653-aa7f-f5ac69dcc491 301 Signer Events Signature Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 10/7/2022 1:32:49 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: 10/5/2022 5:16:40 PM ID: 59eb637f-1676-4a1f-93e9-5663c0617a7e 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: 10/7/2022 12:36:32 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: 10/7/2022 1:32:46 PM Viewed: 10/7/2022 1:50:03 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 302 Carbon Copy Events Status Timestamp Carri Byrd Carri.Byrd@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/15/2022 2:36:40 PM ID: d3c5fc65-76db-412d-a64b-6c8f64f05131 Jeff Ling jeff@consultevergreen.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 10/7/2022 12:35:50 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 303 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: Sarah Kuechler, Rosa Rios, Carri Byrd 304 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. 305 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. 306 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-2042,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute an Interlocal Agreement with the University of North Texas to conduct “Court on Campus” events, allowing university students to interact with court personnel, learn about court processes, and resolve any outstanding offenses before the court; and providing an effective date. City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™307 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Municipal Court ACM: David Gaines DATE: October 25, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute an Interlocal Agreement with the University of North Texas to conduct “Court on Campus” events, allowing University students to interact with court personnel, learn about court processes, and resolve any outstanding offenses before the court; and providing an effective date. INFORMATION/BACKGROUND The Denton Municipal Court wishes to conduct “Court on Campus” events where certain court services will be provided on the UNT campus. The events will allow university students to interact with court personnel to learn about court processes d resolve any outstanding offenses ending before the court. RECOMMENDATION Staff recommends Council approval. FISCAL INFORMATION No cost consideration to the City. EXHIBITS Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Respectfully submitted: Jamie Lindsay, Court Administrator City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 308 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE AN INTERLOCAL AGREEMENT WITH THE UNIVERSITY OF NORTH TEXAS TO CONDUCT “COURT ON CAMPUS” EVENTS, ALLOWING UNIVERSITY STUDENTS TO INTERACT WITH COURT PERSONNEL, LEARN ABOUT COURT PROCESSES, AND RESOLVE ANY OUTSTANDING OFFENSES BEFORE THE COURT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ("City") and the Denton Municipal Court wishes to conduct “Court on Campus” events where certain court services will be provided on the UNT campus; and WHEREAS, the University of North Texas (“UNT”) wishes to host before mentioned events; NOW THEREFORE TIIE COUNCIL OF TIIE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference as true and as if fully set forth in the body of this Ordinance. SECTION 2. The City Manager, or their designee, is hereby authorized to execute on behalf of the City an Interlocal Agreement with UNT substantially in the form attached hereto as Exhibit A (the "Agreement"). SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by approved by the following vote [ - ]: , the ordinance was passed and Aye Nay Abstain Absent Gerard Hudspeth, Mayor: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Allison Maguire, District 4: Brandon Chase McGee, At Large Place 5: Chris Watts, At Large Place 6: 309 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: 310 311 312 313 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-2077,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,Texas authorizing the expenditure of funds for the payment of wholesale transmission charges in the total amount of $7,845,830.26,and,providing an effective date. City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™314 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric DCM: David Gaines DATE: October 25, 2022 SUBJECT Consider recommending adoption of an Ordinance of the City of Denton, Texas authorizing the expenditure of funds for the payment of wholesale transmission charges in the total amount of $7,845,830.26, and, providing an effective date. BACKGROUND The Texas Public Utility Regulatory Act requires that each Transmission Service Provider (TSP) file a tariff for transmission service with the Public Utility Commission of Texas (PUCT) in order to get such tariff approved. The tariff applies to all Distribution Service Providers (DSP). As a DSP under 16 TAC § 25.5(33), Denton Municipal Electric (DME) is obligated to compensate TSPs for their transmission cost of service based on DME’s pro-rata share of the total ERCOT electric load. Other Distribution Service Providers are similarly obligated to compensate DME for their respective share of DME’s transmission costs as a Transmission Service Provider. Approval of this item will authorize the issuance of purchase orders to each of the following entities to reimburse them for DME’s share of their transmission costs, as per the state law referenced in the above paragraph, less the amount that each entity owes DME for DME’s transmission costs (i.e. these are net amounts). This is being brought forward to the Public Utility Board and City Council for transparency/accountability since these net payments exceed $50,000 each. In prior years, budgeted TCOS payments, have been made administratively since they are statutorily mandated payments and amounts. A number of smaller net TCOS bills (i.e. less than $50,000) are being concurrently paid under standard City payment authority. Cross Texas Transmission $ 369,133.04 Electric Transmission Texas, LLC. $1,740,727.11 Garland Power & Light $ 87,803.26 Lone Star Transmission $ 503,968.96 Lower Colorado River Authority $2,959,588.15 Oncor-NTU $1,196,693.18 Sharyland Utilities $ 208,985.97 Texas Municipal Power Agency $ 161,521.66 Wind Energy Transmission Texas $ 617,903.93 TOTAL $7,845,830.26 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 315 It should be noted that the TCOS payment process overseen by the PUCT is iterative and that these initial billing amounts may be trued-up later by the PUCT. At that time, minor adjustments to the issued Purchase Order amounts could be necessary and will be handled administratively by the Finance Department. These payments are mandated by the Texas Public Utility Regulatory Act and the Public Utility Commission of Texas. RECOMMENDATION Finance recommends approval of payment of PUCT approved transmission charges to each of the eight transmission entities in the total amount $7,845,830.26. FISCAL INFORMATION Funds to meet these regulatory fee obligations were budgeted in 2022-2023 budget account 600100.6072.5650A. EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Presentation Respectfully submitted: Cassandra Ogden 940-349-7195 Chief Financial Officer Prepared by: Nicholas Vincent 940-349-8063 Assistant Director of Finance 316 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE EXPENDITURE OF FUNDS FOR THE PAYMENT OF WHOLESALE TRANSMISSION CHARGES IN THE TOTAL AMOUNT OF $7,845,830.26 AND, PROVIDING AN EFFECTIVE DATE. WHEREAS, all Distribution Service Providers (“DSP”) in the Electric Reliability Council of Texas (“ERCOT”) are required under the Texas Public Utility Regulatory Act (“PURA”) to compensate Transmission Service Providers (“TSPs”) for its wholesale transmission charges, commonly referred to as Transmission Cost of Service (“TCOS”), after the same have been filed with and approved by the Public Utility Commission of Texas (“PUCT”); WHEREAS, the City of Denton, acting by and through its wholly owned municipal electric company Denton Municipal Electric, is a DSP in ERCOT; WHEREAS, the City is required to compensate the following TSPs for its TCOS as set forth below: Name of TSP Amount Cross Texas Transmission $ 369,133.04 Electric Transmission Texas, LLC. $1,740,727.11 Garland Power & Light $ 87,308.26 Lone Star Transmission $ 503,968.96 Lower Colorado River Authority $2,959,588.15 Oncor-NTU $1,196,693.18 Sharyland Utilities $ 208,985.97 Texas Municipal Power Agency $ 161,521.66 Wind Energy Transmission Texas $ 617,903.93 TOTAL $7,845,830.26 WHEREAS, the amounts due to the above TSPs are trued up by the PUCT and may require additional compensation by the City to one or more of the above TSPs; and WHEREAS, the City Manager has reviewed the above TCOS submitted by the TSPs and recommended that the City Council approve and authorize the payment of the same. NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION1. The facts, circumstances and recitations contained in the preamble of this ordinance are found and declared to be true and correct. SECTION 2. The total expenditure of funds in the amount of $7,845,830.26 for the City’s obligation as a DSP in ERCOT to the following TSPs for its TCOS is authorized and payable as set forth below: 317 Name of TSP Amount Cross Texas Transmission $ 369,133.04 Electric Transmission Texas, LLC. $1,740,727.11 Garland Power & Light $ 87,308.26 Lone Star Transmission $ 503,968.96 Lower Colorado River Authority $2,959,588.15 Oncor-NTU $1,196,693.18 Sharyland Utilities $ 208,985.97 Texas Municipal Power Agency $ 161,521.66 Wind Energy Transmission Texas $ 617,903.93 TOTAL $7,845,830.26 SECTION 3. The above payments are subject to being trued up by the PUCT, and the additional expenditure of funds, if required, is authorized. However, this additional expenditure is specifically limited to each TSP receiving additional payments not to exceed five percent (5%) or less of the payment set forth in Section 2 above. Payments in excess of this specific limitation will require further approval by City Council. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by _____________________________, seconded by __________________________, and 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 McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ 318 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: ____________________________________ 319 FY 2022-2023 Transmission Charges FY 2022-23 October 25, 2022, ID 22-2077 320 FY 2022-23 Transmission Cost of Service (TCOS) Charges •This item will authorize the expenditure of Transmission charges totaling $7,845,830.26. The charges will reimburse other Transmission Service providers for DME’s share of their transmission assets. Description Total Cross Texas Transmission $ 369,133.04 Electric Transmission Texas, LLC.$1,740,727.11 Garland Power & Light $ 87,308.26 Lone Star Transmission $ 503,968.96 Lower Colorado River Authority $2,959,588.15 Oncor-NTU $1,196,693.18 Sharyland Utilities $ 208,985.97 Texas Municipal Power Agency $ 161,521.66 Wind Energy Transmission Texas $ 617,903.93 Total $7,845,830.26 October 25, 2022, ID 22-2077 321 TCOS FY 2022-23 Payment Detail •Staff approves charges below $50,000, however anything above $50,000 is approved by PUB and City Council. $0-$50,000 $50,001 and Over Description Total Cross Texas Transmission $ 369,133.04 Electric Transmission Texas, LLC.$1,740,727.11 Garland Power & Light $ 87,308.26 Lone Star Transmission $ 503,968.96 Lower Colorado River Authority $2,959,588.15 Oncor-NTU $1,196,693.18 Sharyland Utilities $ 208,985.97 Texas Municipal Power Agency $ 161,521.66 Wind Energy Transmission Texas $ 617,903.93 Total $7,845,830.26 Description Total CHEROKEE COUNTY ELECTRIC COOP ASSOC $1,072.68 DEEP EAST TEXAS ELECTRIC CO-OP $775.95 EAST TEXAS ELECTRIC COOP $1,309.33 FANNIN ELECTRIC $813.04 FARMERS ELECTRIC COOPERATIVE $3,672.41 GOLDEN SPREAD ELECTRIC COOPERATIVE INC $352.73 GOLDEN SPREAD ELECTRIC COOPERATIVE INC $4,215.43 GRAYSON COLLIN ELECTRIC COOP $8,430.12 HOUSTON COUNTY ELECTRIC COOP $7,298.46 RIO GRANDE ELECTRIC COOP $3,656.84 SAN MIGUEL ELECTRIC COOPERATIVE INC $7,604.10 TRINITY VALLEY ELECTRIC COOP $3,973.59 WOOD COUNTY ELECTRIC COOP $704.36 $43,879.04 October 25, 2022, ID 22-2077 322 Questions October 25, 2022, ID 22-2077 323 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-2069,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a Facility Use Agreement between the City of Denton Parks and Recreation Department and Span Inc. and Meals on Wheels of Denton County for the use of the Parks and Recreation Senior Center; and providing an effective date. City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™324 City of Denton ____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation ACM: Christine Taylor, Assistant City Manager DATE: October 25, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a Facility Use Agreement between the City of Denton Parks and Recreation Department and Span Inc. and Meals on Wheels of Denton County for the use of the Parks and Recreation Senior Center; and providing an effective date. BACKGROUND For several decades, the Parks and Recreation Department (PARD) and Span Inc. and Meals on Wheels of Denton County (Span MOW) have had an ongoing relationship serving Denton area seniors. Currently, the Denton Senior Center is a distribution site for MOW volunteers to pick up and deliver meals to homebound seniors in the community. Span staff and volunteers utilize the kitchen and two storage spaces for their daily operation. The partnership originally began operating under a verbal agreement. At this time, both parties wish to enter into a formal agreement to continue the partnership. Span is a private, nonprofit organization, proudly serving the community since 1974. They provide transportation and meal services to older adults, individuals with disabilities, veterans, and the general public. Specific to the use of the Denton Senior Center, the organization provides hot, nutritious meals to seniors and people with disabilities in the Denton area. The service they provide aids PARD staff in offering an affordable and nutritious lunch option for several members that participate at the Senior Center most of the day. The agreement establishes a clear outline in which Span MOW can operate using City-owned facilities and equipment. It also gives clear direction on what each party is responsible for as it relates to the overall operation of serving meals to the community and patrons of the senior center. RECOMMENDATION Staff recommends the approval of the ordinance as the agreement outlines how the PARD and Span MOW will cooperate to provide a necessary service to the older adult (60+) community. PRIOR ACTION/REVIEW (Council, Boards, Commissions) N/A FISCAL INFORMATION This is a non-financial contract between the City of Denton and Span Inc. and Meals on Wheels Denton County. Span MOW is a non-profit organization that fundraises and suggests donations from meal recipients. OPERATIONAL IMPACT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 325 PARD is required to provide the necessary space and kitchen appliances to accommodate the Span MOW meal service for the community. A PARD staff member will be on-site during all times of Span MOW operational hours at the facility. EXHIBITS Exhibit 1- Agenda Information Sheet Exhibit 2- Ordinance Exhibit 3- SPAN Facility Use Agreement Respectfully submitted: Gary Packan, Parks and Recreation Director Prepared by: Nicole Brasher Recreation Supervisor, Parks and Recreation 326 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE A FACILITY USE AGREEMENT BETWEEN THE CITY OF DENTON PARKS AND RECREATION DEPARTMENT AND SPAN INC. AND MEALS ON WHEELS OF DENTON COUNTY FOR USE OF THE PARKS AND RECREATION SENIOR CENTER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (the “City”) recognizes that Span Inc. and Meals on Wheels of Denton County (“Span MOW”) provides a necessary service to the older adult community in Denton; and WHEREAS, appropriate and responsible usage of City of Denton parks and recreation facilities is imperative to the preservation and orderly utilization of said facilities; and WHEREAS, usage of City of Denton parks and recreation facilities is administered and monitored by the City of Denton Parks and Recreation Department to ensure compliance with adopted facility regulations and policies; and WHEREAS, the Facility Use Agreement outlines the responsibilities for each cooperating party to ensure quality service to the senior center patrons; and WHERAS, the Facility Use Agreement will be effective from the time of execution until September 30, 2023, at which point a new annual agreement will be signed by the City Manager or the designee; and WHEREAS, the City of Denton City Council finds that it is the public best interest to approve the Facility Use Agreement; NOW THEREFORE, THE COUNCIL OF THE CITY DENTON HEREBY ORDAINS: SECTION 1. The City of Denton City Council finds the recitations contained in the preamble of this ordinance are incorporated herein. SECTION 2. The City Manager, or designee, is further authorized to execute on behalf of the City the Facility Use Agreement, a copy of which is attached hereto as Exhibit “A” and made a part hereof for all purposes. SECTION 3. The City Manager, or designee, is further authorized to carry out all duties and obligations to be performed by the City under the Agreement. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. 327 Page 2 of 2 The motion to approve this ordinance was made by __________________________ and seconded by _________________________________; the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ 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: _________________________________ 328 Facility Use Agreement Between The City of Denton ("City") and Span, Inc., and Meals on Wheels of Denton County ("Span/MOW") This Facility Use Agreement sets the terms and understanding between the City of Denton and Span Inc. and Meals on Wheels of Denton County to provide nutritious meals to Denton area seniors ages 60 and older through meal delivery service and congregate meals. Background For several decades, the Parks and Recreation Department (PARD) and Span/MOW have had an ongoing relationship serving Denton area seniors. Currently, the Denton Senior Center is a distribution site for Span/MOW volunteers to pick up and deliver meals to homebound seniors in the community. Span staff and volunteers utilize the kitchen and two storage spaces for their daily operation. Purpose This Agreement will provide an outline of which Span/MOW operates within the policies and procedures set by the City and the Parks and Recreation Department to provide delivered meals, congregate meal service, and nutrition education to seniors. The above goal will be accomplished by undertaking the following activities: l . Responsibilities of Span/MOW a. Span/MOW shall provide Federal Administration on Aging Title Ill nutrition programs at the Site for purposes of serving the community. b. Adhere to all City of Denton and Parks and Recreation policies and procedures. c. Provide meals for seniors to enjoy as a congregate meal site. d. Ensure all staff and volunteers working in the kitchen are Food Handler Certified. e. Confirms equipment used (ice machine, refrigerator, freezer, stove, and heating cabinet) properly functioning on a daily basis and alerts City staff immediately of issues. f. Ensure perishable food items belonging to Span/MOW are not stored overnight. g. Clean all used surfaces and equipment used in kitchen and meal service areas at the conclusion of service each day in accordance with Food Code guidelines. h. Provide all necessary office supplies for operation, including but not limited to, a working printer or copier and paper. DocuSign Envelope ID: 0AD5815C-32AA-4F47-9758-D0B01574FFF3 329 2. Responsibilities of the City of Denton a. Provide a health-permitted kitchen with access to working appliances including a stove, heating cabinet, refrigerator, freezer, ice machine, and adequate counter space. i. Space is available from 8 a.m. to 12 p.m., Monday — Friday apart from City observed holidays and other necessary building closures. ii. Ensure health standards are being met and inspected annually. b. Provide and cover the cost of associated utilities. c. Provide storage area for coolers, on-site paperwork, and insulated bags used for delivering homebound meals. d. Provide space and allow Span/MOW to display such notices and advisements as may be required by the Title Ill program. 3. Responsibilities of both parties a. Each party agrees to maintain the following: i. General Liability Insurance, $1,000,000 minimum ii. Automobile Insurance, $500,000 minimum iii. Worker's Compensation Insurance b. Use best efforts and cooperation for mutual benefit and the benefit of the senior community in Denton. Reporting Parks and Recreation staff on-site will be responsible for regularly evaluating the effectiveness and adherence to the agreement. Span/MOW will be responsible to share monthly congregate meal numbers with City staff. Funding This Agreement is not a commitment to funds. The City agrees to provide the in-kind donation of the facility usage and building operation which Span/MOW uses to provide nutritious meals to the community. Span/MOW agrees to cover the cost of their regular operation including, but not limited to, staffing, operations, and cost of goods and materials. Duration This Agreement is at will and may be modified by mutual consent of authorized officials from the City and Span/MOW. This Agreement shall become effective upon signature by the authorized officials from the City and Span/MOW and will remain in effect until October 30, 2023. This Agreement is subject to annual renewal by the parties on mutually agreeable terms and conditions, subject to regulations and/or conditions by the North Central Texas Area Agency on Aging regarding the operation of the program. This agreement may also be terminated if either party breaches the terms of the Agreement. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager; and SPAN, INC. has executed this Agreement through their duly authorized undersigned officers on this the ___ day of _________________, 2022. DocuSign Envelope ID: 0AD5815C-32AA-4F47-9758-D0B01574FFF3 330 CITY OF DENTON, TEXAS SARA HENSLEY, CITY MANAGER ATTEST: ROSA RIOS. CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: SPAN, INC BY: MICHELLE MCMAHON, EXECUTIVE DIRECTOR WITNESS: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. SIGNATURE PRINTED NAME TITLE DEPARTMENT BY: DocuSign Envelope ID: 0AD5815C-32AA-4F47-9758-D0B01574FFF3 Director of Parks and Recreation Parks and Recreation Gary Packan 331 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-2163,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton amending Chapter 21 of the Code of Ordinances (Offenses)to add Article V,titled “Possession of Catalytic Converter;”providing severability;providing a savings clause;providing for a penalty; providing for publication and codification; and providing an effective date. City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™332 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Police CM/ DCM/ ACM: Frank Dixon, ACM DATE: October 25, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton amending Chapter 21 of the Code of Ordinances (Offenses) to add Article V, titled “Possession of Catalytic Converter;” providing severability; providing a savings clause; providing for a penalty; providing for publication and codification; and providing an effective date. BACKGROUND In September 2021, Texas Occupations Code Sec. 1956.0321, went into effect, regulating the sale of catalytic converters. It requires that any person selling a catalytic converter to a metal recycler provide a variety of information, including the year, make, model, and VIN for the vehicle from which the catalytic converter was removed, and certificate of title or other documentation providing ownership. It is common for persons to possess multiple catalytic converters after they have been cut and/or unbolted from vehicles and stolen. Prosecution for theft based on mere possession is difficult. The Occupations Code does not address the possession of catalytic converters that are more than likely stolen and cannot be proven to be associated with a particular vehicle. In addition to being sold to local metal recyclers, stolen catalytic converters are also being sold online via websites like eBay, Facebook Marketplace, Craigslist, or collected and stored, and sent out-of-state to jurisdictions with more lax regulations. Due to the precious metals of rhodium, palladium, and platinum contained in catalytic converters, the National Insurance Crime Bureau has reported that the claims of catalytic converter thefts rose national from 3,389 in 2019 to 14,433 in 2020. In 2021, the City of Denton had a total of 187 reported catalytic converter thefts and as of August 24, 2022, have already had 221 reported stolen, resulting in an approximate loss of $350,000 (averaged) in parts and labor alone. Supply chain problems and vehicle replacement during the time of repair drive total costs even higher. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 333 RECOMMENDATION Staff recommends approval of this ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) None FISCAL INFORMATION None EXHIBITS Exhibit 1: Agenda Information Sheet – Catalytic Converter Possession Exhibit 2: Ordinance - Catalytic Converter Possession Respectfully submitted: Doug Shoemaker Chief of Police Prepared by: Donnie Carr Sergeant 334 1 ORDINANCE NO._______________ AN ORDINANCE OF THE CITY OF DENTON AMENDING CHAPTER 21 OF THE CODE OF ORDINANCES (OFFENSES) TO ADD ARTICLE V, TITLED “POSSESSION OF CATALYTIC CONVERTER;” PROVIDING SEVERABILITY; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR A PENALTY; PROVIDING FOR PUBLICATION AND CODIFICATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS the City Council of the City of Denton finds that it would be advantageous and beneficial to the citizens of the City of Denton to amend Chapter 21 of the Denton Code of Ordinances, as set forth herein; and WHEREAS, due to the precious metals of rhodium, palladium, and platinum contained in catalytic converters, the National Insurance Crime Bureau has reported that the claims of catalytic converters thefts rose nationally from 3,389 in 2019 to 14,433 in 2020; and WHEREAS, the City of Denton had a total of 187 reported catalytic converters thefts in 2021 and as of August 24, 2022, have already had 221 reported stolen; and WHEREAS, on September 1, 2021, Texas H.B. 4110 was enacted to address this issue, however; the bill only addressed those trying to sell or purchase catalytic converters; and WHEREAS, City Staff recommends adopting an Ordinance focused on the possession of cut or un- bolted catalytic converters, which are common methods to remove the catalytic converters during the theft; NOW, THEREFORE, THE CITY 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 to the body of this Ordinance as if fully set forth herein. SECTION 2: The City Council finds that adopting this Amendment to the City Code of Ordinances enhance the quality of life of the citizens of the City of Denton and serves a compelling law enforcement need. SECTION 3: Chapter 21 of the City of Denton Code of Ordinances entitled “Offenses,” is hereby, amended to add Article V, entitled “Possession of Catalytic Converter,” as provided as follows: Chapter 21 - Offenses Article V - Possession of Catalytic Converters 21-66 Definitions (a) Catalytic converter means an exhaust emission control device that reduces toxic gases and pollutants from internal combustion; this includes any material removed from a catalytic converter. (b) "Metal recycling entity" means a business that is operated from a fixed location and is predominantly engaged in: (1) performing the manufacturing process by which scrap, used, or obsolete ferrous or nonferrous metal is converted into raw material products consisting of prepared grades and having an existing or potential economic value, by a method that in part requires the use of powered tools and 335 2 equipment, including processes that involve processing, sorting, cutting, classifying, cleaning, baling, wrapping, shredding, shearing, or changing the physical form of that metal; (2) the use of raw material products described under Paragraph (1) in the manufacture of producer or consumer goods; or (3) purchasing or otherwise acquiring scrap, used, or obsolete ferrous or nonferrous metals for the eventual use of the metal for the purposes described by Paragraph (1) or (2). 21-67 Possession of catalytic converter (a) It shall be unlawful for any person or entity other than a metal recycler to possess a used catalytic converter as defined by Section 21-66 (a) that was removed from a motor vehicle by cutting or some other means other than unbolting it from the vehicle, unless the individual or entity can: (1) Provide proof of ownership of the motor vehicle from which the converter was removed, and can reasonably link the catalytic converter to the vehicle; or (2) The person presents proof that the possession of the catalytic converter lawfully passed from the owner of the vehicle from which the converter was removed to the person in possession of the converter. 21-68 Penalty Any violation of the provisions or terms of this Ordinance by any person, firm or corporation shall be a misdemeanor offense and shall be subject to a fine of up to FIVE HUNDERED DOLLARS ($500.00) in accordance with Section 1-12(a)(4) of the City of Denton Code of Ordinances for each offense. Every day a violation continues shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude the City of Denton from filing suit to enjoin the violation. The City of Denton retains all legal rights and remedies available to it pursuant to local, state, and federal law. SECTION 4: This Ordinance shall be cumulative of all provisions of ordinances of the City of Denton, except where the provisions of this Ordinance are in direct conflict with the provisions of such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 5: It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs, and sections of this Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance, shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this Ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any SECTION 6: The City Secretary is hereby directed to record and publish the attached rule, regulation, and policy in the City’s Code of Ordinances as authorized by the Texas Local Government Code. SECTION 7: This Ordinance shall be effective upon 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, the official newspaper of the City of Denton, 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 [___ - ___]: 336 3 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: _________________________________ 337 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-2206,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton amending Chapter 16,Article V,of the Code of Ordinances (Licenses,Permits and Business Regulation -Purchase and Sale of Precious Metals and Jewelry), to add definitions and requirements for the purchase of catalytic converters;providing severability;providing a savings clause; providing for publication and codification; and providing an effective date. City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™338 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Police CM/ DCM/ ACM: Frank Dixon, ACM DATE: October 25, 2022 SUBJECT Consider adoption of an ordinance of the City of Denton amending Chapter 16, Article V, of the Code of Ordinances (Licenses, Permits and Business Regulation - Purchase and Sale of Precious Metals and Jewelry), to add definitions and requirements for the purchase of catalytic converters; providing severability; providing a savings clause; providing for publication and codification; and providing an effective date. BACKGROUND In September 2021, Texas Occupations Code Sec. 1956.0321, went into effect, regulating the sale of catalytic converters. The statute requires any person selling a catalytic converter to a metal recycler provide a variety of information, including the year, make, model, and VIN for the vehicle from which the catalytic converter was removed, certificate of title or other documentation providing ownership. The Occupations Code allows for a municipality to require the metal recycler to record a thumbprint of the seller. It is believed that this requirement would reduce the sale of illegally obtained catalytic converters in the city of Denton and reduce the number of thefts. Due to the precious metals of rhodium, palladium, and platinum contained in catalytic converters, the National Insurance Crime Bureau has reported that the claims of catalytic converter thefts rose national from 3,389 in 2019 to 14,433 in 2020. In 2021, the City of Denton had a total of 187 reported catalytic converter thefts and as of August 24, 2022, have already had 221 reported stolen, resulting in an approximate loss of $350,000 (averaged) in parts and labor alone. Supply chain problems and vehicle replacement during the time of repair drive total costs even higher. RECOMMENDATION Staff recommends approval of this ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) None City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 339 FISCAL INFORMATION None EXHIBITS Exhibit 1: Agenda Information Sheet - Catalytic Converter Purchase Exhibit 2: Ordinance - Catalytic Converter Purchase Respectfully submitted: Doug Shoemaker Chief of Police Prepared by: Donnie Carr Sergeant 340 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AMENDING CHAPTER 16, ARTICLE V, OF THE CODE OF ORDINANCES (LICENSES, PERMITS AND BUSINESS REGULATION - PURCHASE AND SALE OF PRECIOUS METALS AND JEWELRY), TO ADD DEFINITIONS AND REQUIREMENTS FOR THE PURCHASE OF CATALYTIC CONVERTERS; PROVIDING SEVERABILITY; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION AND CODIFICATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas ("City") finds it in the best interest of the citizens of the City of Denton to amend Chapter 16, Article V, of the Denton Code of Ordinances, as set forth herein; and WHEREAS, the National Insurance Crime Bureau has reported that the claims of catalytic converters thefts rose nationally from 3,389 in 2019 to 14,433 in 2020 because precious metals of rhodium, palladium, and platinum contained in catalytic converters; and WHEREAS, the City of Denton had a total of 187 reported catalytic converters thefts in 2021 and as of August 24, 2022, have already had 221 reported stolen; and WHEREAS, City Staff recommends adopting an Ordinance amending Chapter 16, Article V, of the Denton City Code of Ordinances to add definitions and requirements for metal recycling entities to address the increasing cases of theft of catalytic converters, 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 to the body of this Ordinance as if fully set forth herein. SECTION 2: The City Council finds that adopting this Amendment to the City Code of Ordinances enhance the quality of life of the citizens of the City of Denton and serves a compelling law enforcement need. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. SECTION 4. Chapter 16, Article V, of the City of Denton Code of Ordinances entitled “Licenses, Permits and Business Regulation - Purchase and Sale of Precious Metals and Jewelry,” is hereby amended to add as follows: Chapter 16 – Licenses, Permits and Business Regulation Article V: Purchase of Precious Metals and Jewelry Sec. 16-151. – Definitions Catalytic converter means an exhaust emission control device that reduces toxic gases and pollutants from internal combustion; this includes any material removed from a catalytic converter. Metal recycling entity means a business that is operated from a fixed location and is predominantly engaged in: 341 (1) performing the manufacturing process by which scrap, used, or obsolete ferrous or nonferrous metal is converted into raw material products consisting of prepared grades and having an existing or potential economic value, by a method that in part requires the use of powered tools and equipment, including processes that involve processing, sorting, cutting, classifying, cleaning, baling, wrapping, shredding, shearing, or changing the physical form of that metal; (2) the use of raw material products described under Paragraph (1) in the manufacture of producer or consumer goods; or (3) purchasing or otherwise acquiring scrap, used, or obsolete ferrous or nonferrous metals for the eventual use of the metal for the purposes described by Paragraph (1) or (2). Regulated Property means new or used: (1) Gold; (2) Silver; (3) Jewelry; or (4) Crafted precious metals, including catalytic converters Sec. 16-152 - Regulated property purchases; records. (2) if the regulated property purchased is a catalytic converter, the purchaser or metal recycling entity shall (e) (1) take a photograph of: a. All sides of the catalytic converter, and if round, both halves; b. the serial number and c. any owner applied number, such as an etched serial number, VIN, etc. d. the full face of the seller without a hat (2) upload the photographs into the police department’s selected law enforcement online investigation system; (3) record a clear and legible thumb print of the seller SECTION 5: This Ordinance shall be cumulative of all provisions of ordinances of the City of Denton, except where the provisions of this Ordinance are in direct conflict with the provisions of such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 6: It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs, and sections of this Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance, shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this Ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any SECTION 7: The City Secretary is hereby directed to record and publish the attached rule, regulation, and policy in the City’s Code of Ordinances as authorized by the Texas Local Government Code. SECTION 8: This Ordinance shall be effective upon 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, the official newspaper of the City of Denton, within ten (10) days of the date of its passage. 342 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 McGuire, 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: _________________________________ 343 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-2075,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton adopting a Municipal Utility District Policy for the City and Extraterritorial Jurisdiction (ETJ);repealing the prior Interim Municipal Utility District Policy approved by Resolution 20-920; providing for an effective date; and providing for severability. City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™344 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: David Gaines DATE: October 18, 2022 SUBJECT Consider approval of a resolution of the City of Denton adopting a Municipal Utility District Policy for the City and Extraterritorial Jurisdiction (ETJ); repealing the prior Interim Municipal Utility District Policy approved by Resolution 20-920; providing for an effective date; and providing for severability. BACKGROUND: The City continues to experience strong development pressures within the City’s extraterritorial jurisdiction (ETJ). To date the City has granted consent to five Municipal Utility Districts (MUDs) (Mud 11/Astra, La La Ranch Expansion #1, Meadows, Stonehill Ranch, and Legends). Moreover, 11 additional MUDs have expressed an intent to submit a request for consent from the City. 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 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 interim MUD policy is not currently providing effective policy direction and guidance to MUD applicants or the City. City Council provided direction to update the interim MUD policy in the Denton 2040 comprehensive plan. If the resolution being presented to Council for consideration at their October 25, 2022 meeting is adopted, the Interim MUD Policy will be rescinded. On May 17, 2022 Council supported a set of goals that provided the framework to develop an updated MUD policy to better address MUD developments occurring with the City’s ETJ today. On September 20, 2022 staff presented Council with a draft MUD policy for consideration, and Council supported the draft policy directing staff to bring forth the draft policy for adoption. Since that meeting, on only minor (clerical) edits have been made to the draft MUD policy. The updated MUD policy provides increased clarity and direction for potential MUDs, outlines the City’s minimum expectations for development with the ETJ, while also fostering communication between the MUD, City and where appropriate the County. It is the City’s goal that through implementation of the updated MUD policy the City will be provided with an increased ability to influence proposed MUDs and have them develop in accordance with the City’s technical design standards and adopted long-range planning policies, resulting in better quality development within the ETJ. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 345 Staff is recommending approval of the proposed resolution before Council today; the proposed resolution will rescind the Interim MUD Policy and adopt the updated MUD policy. 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. 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 better quality development that exceeds TCEQ’s minimum requirements for developments occurring 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 developments 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 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 3 (Exhibit A – Municipal Utility District (MUD) Policy). 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. The MUD application form will collect information necessary to allow staff to 346 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: 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 are 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. 347 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. 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. 348 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. 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. 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 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 349 discussions between a MUD and the City, including a recommendation that the MUD be consistent with the updated MUD policy and other applicable City policies. 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. RECOMMENDATION Staff recommends approval of Resolution No. 22-2075. EXHIBITS 1. Agenda Information Sheet 2. Resolution No. 22-2075 3. Exhibit “A” - Municipal Utility District (MUD) Policy 4. Presentation Respectfully submitted: Tina Firgens, AICP Deputy Director of Development Services/ Planning Director 350 RESOLUTION NO. 22-2075 A RESOLUTION OF THE CITY OF DENTON ADOPTING A MUNICIPAL UTILITY DISTRICT POLICY FOR THE CITY AND EXTRATERRITORIAL JURISDICTION (ETJ); REPEALING THE PRIOR INTERIM MUNICIPAL UTILTY DISTRICT POLICY APPROVED BY RESOLUTION 20-920; PROVIDING FOR AN EFFECTIVE DATE; AND PROVIDING FOR SEVERABILITY WHEREAS, Chapter 54 of the Tex. Water Code allows the Texas Commission on Environmental Quality (TCEQ) to create a municipal utility district (MUD) for a developer to finance the construction of facilities, including water, sewer, and drainage services, for a land development project; and WHEREAS, Sec. 54.016 of the Tex. Water Code and Sec. 42.042 of the Tex. Loc. Gov’t Code require the City to consent to the creation of a MUD on land that is located in the City or within the City’ s extraterritorial jurisdiction; and WHEREAS, the City Council of Denton adopted an Interim Municipal Utility District Policy on May 5, 2020 via Resolution 20-920; and WHEAREAS, on May 17, 2022, the City Council held a work session to review and discuss the challenges with implementing the Interim Municipal Utility District Policy due to the interim policy not serving in the City’s best interest as determined through application of the interim policy, and provided staff direction regarding proposed changes to the interim policy including reviewing the City’s goals for MUD developments; and WHEREAS, on September 20, 2022, the City Council held a work session discussion to review and discuss the proposed draft Municipal Utility District Policy which was created to better address the City’s expectations for MUD developments consistent with the goals presented and City Council direction provided at the May 17, 2022 meeting; and WHEREAS, the City Council finds it to be in the best interest of the citizens of Denton to adopt the Municipal Utility District Policy creating a process and establishing a fee to review, analyze, and respond to pending MUD petitions; and WHEREAS, the City Council wishes to adopt this resolution in order to establish the Municipal Utility District Policy as detailed herein in the public interest of the residents of the City of Denton; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The foregoing recitals are incorporated into this Resolution by reference as findings of fact, as if expressly set forth herein. SECTION 2. The City Council hereby authorizes the adoption of the Municipal Utility District (MUD) Policy, which is attached as Exhibit “A,” and made a part of by reference. 351 Page 2 of 3 SECTION 3. The City Council may, from time- to-time, consider changes to the MUD Policy, as will be reflected by their future action. SECTION 4. The prior Interim MUD Policy adopted by Resolution 20-920 is hereby repealed in its entirety. SECTION 5. Should any paragraph, section, sentence, phrase, clause or word of this Resolution be declared unconstitutional or invalid for any reason, the remainder of this Resolution shall not be affected thereby. SECTION 6. This Resolution shall become effective immediately upon its approval. The motion to approve this Resolution was made by __________________________ and seconded by _________________________________. This Resolution was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ 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 Mack Reinwand Date: 2022.10.20 12:43:35 -05'00' 352 EXHIBIT “A” MUNICIPAL UTILITY DISTRICT POLICY 353 MUNICIPAL UTILITY DISTRICT POLICY City of Denton 354 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 .................................................................................................................................................... 12 355 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. 356 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 are 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. 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; 357 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. 358 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. 359 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 360 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 and 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 for the area and TCEQ 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: o Treatment capacity; o Capacity/allocation per dwelling unit/commercial unit; and o 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. Furthermore, the City may want to require a fund balance reserve target and require reporting on the fund balance at a time interval deemed appropriate by the City, as allowed by state law. • 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. 361 8 • 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 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: o wastewater interceptors and lift stations; o water lines; o treatment plants; and o 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: o Plans for all utility infrastructure should be prepared, reviewed and approved in accordance with City design standards. o The City should inspect all utility infrastructure, at the MUD developers cost, to ensure compliance with approved infrastructure plans. o 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 362 9 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 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. 363 10 • Where a proposed MUD is in a location where the City could reasonably provide solid waste and recycling services, the city should be the exclusive provider of these services. • 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. 364 11 • The MUD should be compliant with City tree preservation regulations. 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 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: o Bonds should remain obligations of the MUD, until the MUDs dissolution. o 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. o The City and MUD may agree, as a condition for consent, 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), while requiring other infrastructure improvements be financed through other resources. 365 12 o 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. • 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: o The value of the bonds being proposed for issuance; o The projects to be funded by such bonds; o The proposed debt service tax rate after issuance of the bonds; and o 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. 366 13 • If public infrastructure is transferred to the City, all associated warranties should be transferred to the City. 367 Da Municipal Utility District Policy File ID: 22-2075 1 City Council Meeting October 25, 2022 1 368 Purpose of agenda item: File ID: 22-207510/25/2022 2 •To present the updated MUD policy to City Council for approval. Resolution No. 22-2075: •Rescinds the Interim MUD Policy (adopted 2020). •Approve the updated MUD Policy. •Staff recommends approval of the resolution. 369 Previous Direction from Council 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. September 20, 2022 •Council was supportive of the draft updated MUD policy. 10/25/2022 3File ID: 22-2075 370 Updated MUD 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: 22-207510/25/2022 4 371 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: 22-207510/25/2022 5 372 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: 22-207510/25/2022 6 373 IV. Conditions and considerations for consent: •Section is broken up into 12 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: 22-207510/25/2022 7 374 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: 22-207510/25/2022 8 375 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: 22-207510/25/2022 9 376 Resolution No. 22-2075: •Rescinds the interim MUD Policy. •Adopts the updated MUD Policy. Staff Recommendation: •Staff recommends approval of the resolution. 10/25/2022 10File ID: 22-2075 377 Questions? Tina Firgens, AICP Deputy Director of Development Services/ Planning Director File ID: 22-207510/25/2022 11 378 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-2085,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton adopting the Cole Ranch Neighborhood Park #1 Master Plan and providing an effective date. The Parks, Recreation, and Beautification Board recommends approval (4 -0). City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™379 City of Denton ____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation ACM: Christine Taylor, Assistant City Manager DATE: October 25, 2022 SUBJECT Consider approval of a resolution of the City of Denton adopting the Cole Ranch Neighborhood Park #1 Master Plan and providing an effective date. The Parks, Recreation, and Beautification Board recommends approval (4-0). BACKGROUND Cole Ranch is an approximately 3,400-acre property located west of I-35 West and in the path of the southernmost portion of future Loop 288. The City of Denton annexed Cole Ranch in 2006, and it was classified as the Cole Ranch Master Planned Community in 2008 (Ordinance 2008-030). Per the development agreement, Cole Ranch is required to build, maintain and dedicate 60 acres of park land to the City of Denton. In addition, Cole Ranch will be providing access easements to numerous other parks and trails to the City of Denton as development occurs. Public meetings were not held for the planning of this parcel as the amenities were pre-determined by the development agreements and residents currently do not live in the development. Required amenities listed in the development agreement include: • Minimum of 5 acres of park land • Playground designed for ages 2-5 and 5-12 • Landscaping with trees, benches, and a drinking fountain • On-street parking Planning efforts did consider research and planning as noted in the Parks, Recreation and Trails System Master Plan. RECOMMENDATION Approval of the resolution for the planning and development of the Cole Ranch Neighborhood Park #1. ESTIMATED SCHEDULE OF PROJECT Cole Ranch is currently working on the approval of their Phase 1 Plat. It is anticipated that construction on infrastructure could start in 2023. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council approved developer agreement with Cole Ranch in April 2020, (Ordinance 20-760). Parks, Recreation, and Beautification Board reviewed plan in September 2022. FISCAL INFORMATION City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 380 The City of Denton will not be responsible for any construction as presented and maintenance as the development will maintain responsibility for the ongoing maintenance of the property. If the City chose to add various amenities to the park in the future, the city may be responsible for the maintenance and replacement of such amenities as determined. BID INFORMATION N/A. EXHIBITS Exhibit 1- Agenda Information Sheet Exhibit 2- Resolution Exhibit 3- Development Agreement Exhibit 4- Park Master Plan Exhibit 5- Initial Park Master Plan Map Exhibit 6- Presentation Respectfully submitted: Gary Packan Director, Parks and Recreation Prepared by: John Whitmore, Park Planning Manager, Parks and Recreation 381 RESOLUTION NO. A RESOLUTION OF THE CITY OF DENTON ADOPTING THE COLE RANCH NEIGHBORHOOD PARK #1 MASTER PLAN AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Cole Ranch Neighborhood Park #1 Master Plan serves as a plan for the development of a City of Denton Park.; and WHEREAS, the Cole Ranch Neighborhood Park #1 consists of the property in the Cole Ranch Development; and WHEREAS, the Parks Board approved the Cole Ranch Neighborhood Park Number 1 Master plan and the City Council deems it in the public’s best interest to adopt the Cole Ranch Neighborhood Park #1 Master Plan; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The Cole Ranch Neighborhood Park #1 Master Plan, which is attached hereto as Exhibit 3, and made a part hereof, is hereby adopted as an official park master plan of the City of Denton. SECTION 2. The attached plan shall be filed with the City Secretary. SECTION 3. This Resolution shall be effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by , the ordinance was passed and approved by the following vote [ - ]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse L. Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Brandon Chase McGee, At Large Place 5: ______ ______ ______ ______ Chris Watts, At Large Place 6: ______ ______ ______ ______ 382 Page 2 of 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: 383 ORDINANCE NO. 2 O-% C O AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE EXECUTION OF A PROJECT AGREEMENT WITH SLF II COLE PROPERTY, L.P. RELATIVE TO FUNDING, OWNERSHIl', MAINTENANCE, AND REPAIK OF PUBLIC IMPROVEMENTS SERVING PROPERTY LOCATED WITHIN THE "COLE RANCH IlVIPROVEMENT DISTRICT NO. 1 OF DENTON COUNTY, TEXAS" AND O'I`HER RELATED MATTERS; AND PROVIDING AN EFFECTIVE DATE (CONTRACT #7331) WF REAS, all terms with initial capital letters that axe not defined in the te rt of this Ordinance shall have the meanings given to them in the Project Agreement attached as E ibit A" to this Ordinance and incorporated herein for all purposes; and WHEREAS, pursuant to Section 59, Article VI, Texas Constitution, Cole Ranch Improvement District Na. 1 of Denton County, Texas (the "District") has been created during the 86' Regular Session of the Texas Legislature through the passage of H.B. 4693 and codified under Chapter 3981, Special District Local Laws Code (the "District Act"), to include the land shown in Exhibit "A" within the City of Denton, Texas (the "City"), as a special district for the benefit of the public and for public purposes, including the acquisition, construction, improvement, financing, operation, and maintenance of water, wastewater, drainage, road, landscaping, park and recreational facilities; and WHEREAS, the District encompasses approximately 3,169.4296 acres of land {the District Area") in the City of Denton as described by metes and bounds in Exhibit "A" hereto; and WHEREAS, SLF II Cole Property, L.P. ("Owner") is the owner of the real property located in the District Area; and WHEREAS, as ofthe effective date of this ordinance, the District Area is not served by adequate water, wastewater, drainage, road, landscaping, parks, and recreational facilities, and such facilities are not otherwise available to the District Area; and WHEREAS, the District and the Owner propose to acquire, construct, improve, and finance for the benefit of the City certain water, wastewater, drainage, road facilities (collectively, the Improvement Projects") more particularly described and defined as the "Improvement Projects" in that certain Project Agreement, to serve the area within and outside its boundaries and convey such improvements to the City; and WHEREAS, the Owner proposes to acquire, construct, improve, and finance, and the District proposes ta operate and maintain, certain landscaping, parks, and recreational facilities collectively, the "Park Improvements") more particularly described and defined as the "Park Improvements" in the Project Agreement, to serve the area within and outside its boundaries and convey such improvements to the City; and WHEREAS, the District will make adequate arrangements so that it will have the financial capability to enable it to acquire, construct, improve, and finance the Improvement Projects and to 384 operate and maintain the Park Improvements and to discharge any obligations incurred in acquiring and constructing such Improvement Projects and operating and maintaining such Park Improvements; and WHEREAS, the District plans to proceed at the earliest possible time, in an expeditious manner, with the phased acquisition and construction of the Improvement Projects to serve the District Area and contiguous property; and WHEREAS, the District may contract with the Owner to advance funds from the Owner to the District for the phased acquisition and construction ofthe Improvement Projects to serve the District Area and contiguous property; and WHEREAS, the District Area is located within the corporate limits of the City, and within Water Certificate of Convenience and Necessity No. 10195 and Sewer Certificate of Convenience and Necessity No. 20072, each issued to the City; and WHEREAS, the City is a municipal corporation and is operating under a home rule charter adopted under the laws of the State of Texas, and City has the power under the laws of the State of Texas to acquire, own, maintain, and operate the Improvement Projects within its boundaries; and WHEREAS, the City recognizes the positive economic impact that develapment of the District Area and contiguous property will have through the production of new jobs, the stimulation of commercial activity, and the additional ad valorem and sales and use tax revenue generated by such development; and WHEREAS, except as otherwise provided in the District Act, before the District may exercise any powers under the District Act {i) the City must adopt an Qrdinance or resolution consenting to the creation of the District and to the inclusion of land in the District; (ii) the City and the District must negotiate and execute a mutually approved and accepted "operating agreement" as such term is defined in the District Act; and (iii) the City and each developer of property in the District must negotiate and execute a"project agreement" as such term is defined in the District Act; and WI-REAS, in order to satisfy the requirements of Section 3981.0109(a){3) of the District Act, the City and the Owner desire to enter into the Project Agreement attached as E ibit "A"; and WHEREAS, pursuant to Section 3981.0109(a)(3} of the District Act, the District and the City have the authority to enter into an Operating Agreement with regard to the ownership and maintenance of Improvement Projects, Park Improvements and other public improvements; and WHEREAS, the City intends for the attached Project Agreement to establish the rights and obligations of the City and the Owner with respect to the financing, ownership and maintenance of certain Improvement Projects and Park Improvements and other public improvements; NOW, TI REFORE; 385 THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute the Project Agreement attached hereto as E ibit "A" with SLF II Cole Properry, L.P. relative to funding, construction, ownership, maintenance, and repair ofpublic improvements serving property located within the Cole Ranch Improvement District No. 1 of Denton County, Texas and other related matters. SECTION 2. A substantial copy of the Project Agreement is attached hereto as E ibit A" and incorporated herein for all purposes. Minor adjustments to the attached Project Agreement are authorized, such as filling in blanks and minor clarifications or corrections, and any modifications made by City Council in the approval of this ordinance. SECTION 3. The City Manager, or his designee, is further authorized to carry out all duties and obligations to be performed by the City under the Project Agreement, unless otherwise reserved in the Project Agreement for Council approval. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by N /2yA/I/ and seconded by TC55E'..D/9 V/S , the ordinance was passed and approved by the following vote [ { - 3 ] Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Ave Abstain Absent PASSED AND APPROVED this the day of , 2020. S WATTS, MAYOR 386 ATTEST: ROSA RIOS, CITY SECRETARY N iii iF ENT iy .......... O y ; S = By: ' s * i' O . 1 Py`` . APPROVED AS TO LEGAL FORM: ', i ,, AARON LEAL, CITY ATTORNE By: ! /G1 _?:l 387 Ezhibit "A" Proj ect Agreement SLF II Cole Property, L.P. 388 COLE RANCH PROJECT AGREEMENT This Cole Ranch Project Agreement (this "A reement") is executed between SLF II Cole Property, L.P. (the "Owner") and the City of Denton, Texas, a Texas Home Rule municipality the "C"), each a"P" and collectively the "Parties". This Agreement was signed by the Parties on the dates noted adjacent to each Party's signature, but is dated to be effective Apri17, 2020 (the "Effective Date"). ARTICLE I RECITALS WHEREAS, Owner is the owner of the real property located in the City of Denton and described by metes and bounds on Eghibit A(the "Pro e"); and WHEREAS, the Property is located within the boundaries of the Cole Ranch Improvement District No. 1 of Denton County (the "District"), a conservation and reclamation district and body politic and a political subdivision of the State of Texas, created under the authority of Article III, Section 52, Article III, Section 52-a, and Article XVI, Section 59 of the Texas Constitution, and operating under and governed by the provisions of Chapter 3981, Special District Local Laws Code, and Chapter 375, Local Government Code; and WHEREAS, the District was created during the 86th Regular Sessiaiz of the Texas Legislature through the passage of HB 4693 and codified under the District Act, for the benefit of the public and for the purposes, including but not limited to, the acquisition, construction, improvement, nancing, operation, and maintenance of water, wastewater, drainage, road, landscaping, parks, and recreational facilities; and WHEREAS, as of the Effective Date, the Property is not served by adequate water, wastewater, drainage, road, landscaping, parks, and recreational facilities, and such facilities are not otherwise available to the Property; and WHEREAS, the District proposes to acquire, construct, improve, and finance for the benefit of the City certain water, wastewater, drainage, road facilities, and other projects collectively, the "Improvement Pro,ects") more particularly described and defined as the Improvement Projects" in that certain Operating Agreement between the City and the District effective April 7, 2020 (the "Operating A reement"), to serve the area within and outside its boundaries and convey such improvements to the City; and WHEREAS, the Owner proposes to acquire, construct, improve, and finance, and the District proposes to operate and maintain, certain landscaping, parks, and recreational facilities collectively, the "Park Improvements") more particularly described and defined as the "Park Improvements" in the Operating Agreement, to serve the area within and outside its boundaries and convey such improvements to the City; and WHEREAS, pursuant to the Operating Agreement, the District will make adequate arrangements so that it will have the financial capability to enable it to acquire, construct, improve, and finance the Improvement Projects and to operate and maintain the Park 1 2009.013\87881.5 389 Improvements and to discharge any obligations incurred in acquiring and constructing such Improvement Projects and operating and maintaining such Park Improvements; and WHEREAS, pursuant to the Operating Agreement, the District plans to proceed at the earliest possible time, in an expeditious manner, with the phased acquisition and construction of the Improvement Projects to serve the Property and contiguous property; and WHEREAS, pursuant to the Operating Agreement, the District may contract with a Developer" (as that term is defined in the Operating Agreement) to advance funds from the Developer to the District for the phased acquisition and construction of the Improvement Projects to serve the Property and contiguous property; and WHEREAS, the Parties are entering into this Agreement to set forth their understanding regarding issues affecting the development of the Property and matters related to the District. NOW THEREFORE, for and in consideration of the mutual covenants of the Parties set forth in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are acknowledged and agreed by the Parties, the Parties agree as follows: ARTICLE II DEVELOPMENT STANDARDS AND DESIGN GUIDELINES 2.1 Compliance with MPC Zonin. Development and use of the Property shall comply with Ordinance No. MPC 19-OOOIb (as amended, the "MPC Ordinance"). 2.2 Desi n Guidelines — Exterior Construction Materials. Development and use of the Property shall comply with the MPC Ordinance design guidelines related to exterior construction materials. These exterior construction materials will be included in restrictions recorded against the Property which restrictions may not be reduced without City consent. Owner waives the right to challenge the enforceability of the MPC Ordinance design guidelines related to exterior construction materials. 2.3 Building Codes. Consistent with City policy, construction of a building or structure intended for human occupancy or habitation on the Property shall comply with the locally adopted international building codes uniformly applied within the corporate limits of the City and in effect at the time an application for a building permit is submitted to the City for that building or structure. 2.4 Compliance with Develo ment Ordinances and Standards. Development and use of the Property shall comply with the City criteria manuals (or their successors), as adopted and amended from time to time, and other development ordinances and standards, as adopted and amended from time to time, that are applied to all properiy in the City and applicable on a preliminary-plat-by-preliminary-plat basis to portions of the Property as it is platted to the extent not in conflict with this Agreement. Construction of all public improvements will comply with the City criteria manual, as adopted and amended from time to time, except the streets and roads comprising Improvement Projects or that function as regional or arterial streets and roads shall be constructed in compliance with "Superpave Mixtures" materials requirements as described in the Texas Department of Transportation Pavefnent Manual (referenced therein as Item 344), as 2 2009.013\87881.5 390 amended, and the Texas Department of Transportation Special Specification 3074 Supe pave Mixtures — Balanced Mix Design ("Super Asphalt") as amended, and all other streets and roads shall be constructed with either Super Asphalt or concrete in compliance with City regulations for concrete streets and roads or as directed by City staff. The Development Plan included in the MPC Ordinance is a plan for development under Texas Local Government Code Chapter 245, but Owner waives any vested rights to the extent they conflict with the terms of this Agreement. ARTICLE III PARKS. OPEN SPACE AND TRAILS 3.1 Dedication. The Owner will dedicate within the Property as park land, open space and trails (each a"Park" and collectively "Parks") the land shown on Exhibit B(the "Park Plan") at no cost to the City. Park land dedication will occur in phases, at the time of fmal plat approval. The Park land acreage dedicated is the minimum required by Ordinance 98-039 based on the projected residential units in the Park Plan. Park land dedication not within the fmal plat triggering the dedication requirement will be dedicated as described in Section 5.1 below by special warranty deed the form of which is attached as Exhibit C, except the "Pocket Parks", Dog Park", "Trails" outside rights-of-way, and "lakes", as depicted on the Park Plan, and the lakes" as described in Section 4.10 of the Operating Agreement, shall be conveyed by a grant of public access easement the form of which is described in Section 5.1 below. If not previously dedicated, dedication of one of the Neighborhood Parks shown on the Park Plan will occur the date that is the earlier of (a) the first date after the elementary school property is preliminary platted and before the City issues a building permit for construction of the elementary school, if an elementary school is developed; or (b) the first date after the City issues 1,000 building permits for residential homes within the Property. If not previously dedicated, dedication of the second Neighborhood Park shown on the Park Plan will occur the date that is the earlier of (a) the first date after the second elementary school property is preliminary platted and before the City issues a building permit for construction of the second elementary school, if a second elementary school is developed; or (b) the first date after the City issues 2,000 building pernuts for residential homes within the Property. If not previously dedicated, dedication of the City Park shown vt the Park Plan will occur before the date the City has issued 1,500 building permits for residential homes within the Property. The Park Improvements for a Park must be constructed befare the City accepts the dedication or conveyance of a speci c tract of Park land. Dedication of Park land consistent with the Park Plan is the exclusive park land dedication requirement applicable to development of the Property so long as the actual number of residential units do not exceed the projected residential units in the Park Plan. If the number of residential units developed on the Properiy exceeds the units utilized to determine the total acreage dedicated or conveyed in the Park Plan, the Owner must dedicate or convey additional park property to the City in accordance with the requirements of Ordinance 98-039, as amended. No Park or land to be dedicated as a Park shall be located within a gas well setback determined in accordance with the MPC Ordinance. No gas well setback shall encroach within property acquired by the City prior to the Effective Date, located outside the Property, and to be used as a public park. 3.2 [Intentionally Left Blank] 3 2009.013\87881.5 391 3.3 Park Development Fees. In lieu of paying park development fees required by the City ordinance, the Owner will improve the Parks with Park Improvements in accordance with the Park Plan. The cost of the Park Improvements for a specific tract of Park land will equal or exceed the City park fees in effect on the date an application to construct that specific tract of Park land is submitted to the City. Such Park Improvements will be constructed before the City accepts the dedication of a specific tract of Park land. After City staff inspection and acceptance of a completed portion of any such Park Improvements, the City will then program and operate that Park and Park Improvements in accordance with the Park Plan. 3.4 Maintenance. Ownership and maintenance of Park land and Park Improvements will be as designated on the Park Plan and governed by the Operating Agreement. If the Park Plan obligates the Owner to own or maintain the Park land, the Owner will or will cause the District, an owner association or another non-profit entity (e.g., a conservation district) to own or maintain the Parks within the Property. The Parks shall be maintained at a level equal to or better than provided by the City to similar improvements in other parts of the City. Notwithstanding the provisions of this Article III, the operation and maintenance of facilities constructed by the City on the "Ci Park" defined in the Operating Agreement shall be the sole responsibility of the City. 3.5 Construction. Prior to and during development in the immediate vicinity of a Park, the Owner shall install, or cause to be installed, temporary protective fencing approved by the City around the Park to protect against intrusion into the Park by development equipment. The Owner shall use its best efforts to prevent damage to Park Improvements, including trees, by its contractors and prevent dumping. All construction within the Park shall comply with MPC Ordinance Section 7.7.4-D, tree protection requirements during construction, and utilize reasonable efforts to minimize the impact to trees, flora and fauna within the Park. Parks disturbed during construction shall be restored to their pre-construction condition as reasonably determined by the City's Director of Parks and Recreation. ARTICLE IV INFRASTRUCTURE AND OVERSIZING 4.1 Infrastructure Construction. Development and use of the Property shall require construction of public infrastructure required to serve development of the Property. The Owner is solely responsible for any costs to construct the Improvement Projects and Owner's reimbursement for Improvement Projects is limited by Operating Agreement Article V. The City has no obligation to construct or contribute financially to the Improvement Projects or other public infrastructure required to serve development of the Property except as provided by the Operating Agreement. The Parties agree that City Offsites, as that term is defined in the Operating Agreement, will be governed by Section 4.11 of the Operating Agreement. 4.2 Oversizin. If the Owner is reimbursed by the District for construction of Improvement Projects, the Owner is not entitled to an impact fee reimbursement for such Improvement Projects. If the City requests oversizing of public improvements consistent with Section 4.08 of the Operating Agreement, then before Owner constructs such oversized improvements, the Owner and the City will enter into an agreement that confirms how such oversized improvements will be funded. If the City enters into an oversizing agreement with 4 2009.013\87881.5 392 Owner, the District will be provided a copy of such agreement. If the City does not otherwise fund the oversized improvements, the Owner is entitled to an impact fee reimbursement for those portions of any project that are Texas Local Government Code Chapter 395 eligible and are not reimbursed by the District. ARTICLE V MLTNICIPAL FACILITIES 5.1 Land Conveyance. The Owner, on behalf of the District, shall convey the land within the Properiy depicted on Exhibit E to the City for the public facility uses noted on that e ibit on a phased basis with final platting. Each conveyance required by this Section 5.1 will be restricted to its intended use and include a reverter right transferring the land back to the Owner if the City fails to use the land for the restricted use within 40 years from the date of transfer. No earlier than 30 years after the date of the transfer, the Owner will give the City written notice that the reverter will be triggered in 10 years if the City fails to use the land for the restricted use. If the Owner fails to timely provide the notice, the reverter will be effective 10 years after the date the Owner provides the notice to the City. If before the property reverts the City issues a certificate of occupancy for the intended public facilities then the reverter will expire. The provisions of this Section 5.1 will be included in the special warranty deed transferring the land or in notes on the fmal plat dedicating the land. Each conveyance required by this Agreement to be by special warranty deed will be in the form of deed attached as Eghibit C. Each conveyance required by this Agreement to be by temporary construction easement will be in the form of the easement attached as Eghibit E-1. Each conveyance required by this Agreement to be by permanent easement will be in the form of the City's then-current "template" easement as modified by attaching to the same the addendum attached as Exhibit E-2. 5.2 CapitalImprovements. a) The Owner, on behalf of the District, shall contribute to the City 2,500,000 towards the cost to construct or expand a police substation that will serve the District. The Owner shall contribute to the City $2,500,000 towards the cost to construct the first fire station to be constructed within the Property or within Hunter Ranch that will serve the District. The Owner's contributions will correspond to the sale of District Bonds (as that term is defined in the Operating Agreement) and development within the Property. The Owner's contribution for the police substation and fire station is limited to an amount equal to $5,000,000 in the aggregate. b) The Owner, on behalf of the District, shall contribute to the City $250,000 towards the cost to design a City water treatment plant. The City will provide the Owner written notice after the design contract is awarded and 60 days before design begins. The Owner's contribution will be paid 60 days after receiving the required notice but no earlier than December 31, 2020. If the Owner funds the $250,000 contribution, Denton will reimburse the Owner for such contribution on a quarterly basis as impact fees are collected from the service area for the City water treatment plant in an amount equal to the Owner contribution. 5 2009.013\87881.5 393 5.3 Land Cost Contributions. The Owner, on behalf of the District, shall contribute one-quarter of the City's land costs to acquire the following acreage depicted on Exhibit E for the described purpose if such contributions will serve the District: West Side Service Center — 35 acres; West Side Solid Waste Transfer Station — 15 acres; West Side Water Booster Pump Station — 5 acres; and Hickory Creek Wastewater Lift Station — 3 acres. The Owner shall contribute one-quarter of the City's land costs up to $30,000/per acre adjusted upward or downward annually by no more than the increase in the consumer price index for all urban consumers, all items for the Dallas/Fort Worth area for the previous year (the "CPI Adjustment"). The Owner's land cost contributions are limited to an amount equal to, in the aggregate, [25% of 58 acres x$30,000 or $435,000] increased annually by the CPI Adjustment. The Owner will not deny, contest, or otherwise oppose any City application, registration, or permit for the siting, construction, or operation of a Transfer/Recovery Facility provided such facility is not within 1,000 feet from a MN, MR, R4 R6 or R7 zoned property on the Property. 5.4 Contribution Timin. When each Developer seeks reimbursement from a series of District Bonds, the Developer agrees to contribute at least ten percent of the amounts due to it from the issuance of such District Bonds until such time as the Owner's contribution for capital improvements described in Section 5.2, land costs described in Section 5.3, and affordable housing costs described in Article VII are fully funded, and to assign that portion of its reimbursement from the District Bonds to the City. Each payment required by this Section 5.4 will be held in a separate segregated City account restricted to its intended use and include a reverter right transferring the funds back to the Owner if the City fails to use the funds for the restricted use within ten years from the date a]] obligations in Section 5.2, Section 5.3 and Article VII are fully funded. Notwithstanding the foregoing, if the District funds the obligation in Section 5.2 and Section 5.3 then the developer contribution will be reduced by a like amount. 5.5 Impact Fee Updates. The development of the Property requires the City to adopt and update its impact fees in compliance with Texas Local Gov't Code Chapter 395. ARTICLE VI DENTON MUNICIPAL ELECTRIC SERVICE 6.1 Electric Service. Denton Municipal Electric (DME) will provide and bill and collect for, retail service to all customers within the Property where DME has single, dual, or triple certified electric service territory rights. The rates to be charge to the residents and users within the Property shall be the same as charged to residents and users located in other areas of the City. The City vi3l retain all revenue from providing such services. 6.2 Electric Distribution Infrastructure. DME will extend electric distribution facilities as necessary to serve full development of the Property. The MPC Ordinance includes a phasing exhibit which identifies the sequence of development for the Property. If the Property is developed consistent with the phasing exhibit included in the MPC Ordinance, DME will not charge any Aid-in-Construction fees for electric infrastructure costs necessary to serve the Property as it develops. However, if the Property is developed in manner inconsistent the phasing exhibit included in the MPC Ordinance, DME will evaluate the cost associated with service extension through the undeveloped area to determine if Aid-in-Construction is required. Based on a worst-case scenario, for an overhead extension from phase 1 to phase 5 of Hunter 6 2009.013\87881.5 394 Ranch, Aid-in-Construction could cost approximately $1,000,000. DME is responsible for installation of all primary-voltage electrical cables, transformers, switchgear, streetlight poles and LED streetlight fixtures, streetlight cables, communication fiber optic cables, single-family residential services, and other necessary DME distribution and transmission system equipment, whether onsite or offsite as necessary to provide adequate and reliable electric service to the Property. As required, the Developer, Owner or the District shall provide to DME Public Utility Easements necessary to protect, install, safely operate and maintain the electric infrastructure. Public Utility Easements will be 8 feet in width adjacent to street rights-of-way in single family residential areas, and 15 feet in width adjacent to Primary and Secondary Arterial rights-of-way 20 feet where duct banks are required). Easements will be conveyed through the platting process unless DME requests an easement be transferred by separate instrument. DME agrees to joint trench installation of other franchised utilities such as telephone, cable tv, fiber optic cables, or other non-gas utilities within the designated public utility easements as long as those utilities are on an edge shelf of the trench and not placed directly above the electric facilities. Existing overhead DME electric distribution lines, which are located in the public rights- of-way, will be relocated by DME at no cost to the Developer when development adjacent to the existing electric line requires the line to be relocated in order to accommodate the adjacent development as long as the relocation is also to an overhead position. If the Developer requests the relocation be placed underground, then the Developer shall be responsible for the difference in cost between the overhead relocation and the underground relocation as reasonably determined and demonstrated by DME. Developer will comply with those City approved policies within the DME Electric Service Standards (ESS), as amended, that are available on the City website and uniformly applied within the City. All new distribution electric service within the Property shall be placed underground except for necessary above ground appurtenances such as street lights, switchgear and transformers. The ESS defines the Developer's responsibilities and expectations, including the installation of the civil work as required by DME. Such work includes installation of the following: Primar Volta e Conduit and Pull Boxes — Conduit and pull boxes are provided by DME and installed by the Developer including concrete encasement ofmainline feeders. Switchgear — Switchgear and bases are provided by DME with the Developer responsible for installation of the switchgear bases including grading. Transformers — For single family and duplex uses, single-phase transfornler pads will be provided by DME. All other multi-family uses, whether three-phase service or single-phase service, will be considered commercial and the pads will be provided by the Developer. Three- phase pads to serve commercial development will be provided by the Developer. All pads must 7 2009.013\87881.5 395 meet current DME construction standards. DME is responsible for the installation of the transformer bases. Street Li hts and Conduits — Developer, on behalf of the District, is responsible for the cost to purchase and install all street light assemblies. Street light conduit and pull boxes will be provided by DME. Street light selection can be based on DME's current standard street light offerings. If Developer chooses to use a different street light than the standard offerings, approval will be required by DME. DME will pull primary wire and energize street lights once complete by the Developer. DME will own, operate, maintain, and replace all streetlights within the public rights-of-way of the Property. These lights will be under a flat-rate monthly electric service rate (non-metered) funded by the City of Denton 6.3 Electric Substation Infrastructure. DME is responsible for installation, operation, maintenance, and replacement of all substation facilities necessary to serve full development of the Property. ARTICLE VII AFFORDABLE HOUSING Each Developer seeking reimbursement from a series of District Bonds agrees to contribute to the City's Affordable Housing Program consistent with the terms of Section 5.4 above until such time as an affordable housing contribution equal to $1,500,000 in the aggregate is fully funded. ARTICLE VIII PRIVATE AMENITIES Certain private amenities, such as an amenity center with private use restrictions (e.g., pool, bathrooms, cabana structure, playgrounds and the like, collectively, the "Private Amenities"), will be constructed in phases as development of the Property occurs in accordance with the MPC Ordinance and will be owned, operated and maintained by an owner association or another non-profit entity. The Private Amenities are not part of the Improvement Projects and will not be funded with the proceeds of District Bonds. ARTICLE IX DISTRICT MATTERS 9.1 Certification of Compliance. Each Developer within the District agrees to provide the City and the District a written certification confirming that the Developer is in compliance with the applicable sections of this Agreement with respect to the real property that Developer owns. For purposes of this Section 9.1, each "Developer within the District" means each Developer who has an obligation under the Project Agreement or the Operating Agreement or is requesting reimbursement from the Bonds to be issued. A Developer is released from the certification requirement when that Developer has no obligation under the Project Agreement and the Operating Agreement. The certifications will be provided by the Developer seeking reimbursement as a condition to having iis reimbursements included in a District bond application to the TCEQ; and then again 60 days before the date of sale of the District Bonds. 8 2009.013\87881.5 396 With respect to District Bonds not requiring TCEQ approval, the Developer seeking reimbursement shall provide the certifications 120 days before the sale date of the District Bonds and again 60 days before the sale date of the District Bonds. The certification will be in the form attached as Eghibit F. 9.2 Esto el. Upon receipt of a written request from the Owner, the City Manager will execute a written estoppel certification that (a) identifies any obligations of the Owner or a Developer under this Agreement that are in default, or with the giving of notice or passage of time, would be in default; and (b) stating, to the extent true, that to the best of the City's knowledge and belief, the Owner or a Developer is in compliance with its duties and obligations under this Agreement. 9.3 Joinder Agreement. A new district created by division of the District must enter into a Joinder to the Operating Agreement in the form required by the Operating Agreement or a new operating agreement; and each Developer shall be a third-party beneficiary of any such Joinder or new operating agreement. ARTICLE X ROUGH PROPORTIONALITY 10.1 The Owner and its related entities, successors and assigns (collectively the Developer Parties") release and discharge the City, its past and present employees, officers, council members, attorneys and other representatives (including city consultants, the city attorney, the city engineer, city building official and city bond counsel) (collectively the Ci Parties") from any and all claims, demands, controversies, and causes of action for breach of contract, takings, exactions, claims under Texas Local Government Code Chapter 395, and claims under the Private Real Property Rights Preservation Act, Texas Government Code Chapter 2007, that relate to the Development, provided, however, notwithstanding anything to the contrary in this Section 10.1, the Parties do not release any future contract rights arising under or related to this Agreement. Any claims against the City Parties by the Developer Parties arising prior to the Effective Date which are not specifically released by this Section 10.1 are hereby assigned by the Developer Parties to the City. 10.2 DEVELOPER PARTIES' ACKNOWLEDGE THE CITY'S COMPLIANCE WITH FEDERAL AND STATE CONSTI'I`UTIONS STATUTES AND CASE LAW AND FEDERAL, STATE AND LOCAL ORDINANCES RULES AND REGULATIONS AND OWNERS' WAIVE AND RELEASE CLAIMS FOR OBLIGATIONS IMPOSED BY TffiS AGREEMENT. A DEVELOPER PARTIES ACKNOWLEDGE AND AGREE THAT: I THE IMPROVEMENT PROJECTS TO BE CONSTRUCTED AND THE FEES TO BE IMPOSED BY THE CITY REGARDING THE PROPERTY, IN WHOLE OR IN PART, UNDER THIS AGREEMENT DO NOT CONSTITUTE A: A TAI ING UNDER THE TEXAS OR UNITED STATES CONSTITUTION; B VIOLATION OF THE TEXAS LOCAL GOVERNMENT CODE, AS IT EXISTS OR MAY BE AMENDED; AND/OR C NUISANCE. 9 2009.013\87881.5 397 II THE AMOUNT OF DEVELOPER PARTIES' FINANCIAL OR INFRASTRUCTURE CONTRIBUTION AGREED TO IN'I'HIS AGREEMENT IS ROUGHLY PROPORTIONAL TO THE DEMAND THAT SUCH DEVELOPER PARTIES' DEVELOPMENT PLACES ON TI CITY'S INFRAS'I`RUCTURE. III DEVELOPER PARTIES HEREBY AGREE THAT ANY PROPERTY WHICH THEY CONVEY TO THE CITY OR ACQUIRE FOR THE CITY PURSUANT TO THIS AGREEMENT IS ROUGHLY PROPORTIONAL TO THE BENEFIT RECEIVED BY THE DEVELOPER PARTIES FOR SUCH LAND, AND DEVELOPER PARTIES HEREBY WAIVE ANY CLAIM THEREFOR THAT THEY MAY HAVE. DEVELOPER PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT ALL PREREQUISITES TO SUCH A DETERMINATION OF ROUGH PROPORTIONALITY HAVE BEEN MET, AND THAT ANY VALUE RECEIVED BY THE CITY RELATIVE TO SAID CONVEYANCE IS RELATED BOTH IN NATURE AND EXTENT TO THE IMPACT OF THE DEVELOPMENT OF THE PROPERTY ON THE CITY'S INFRASTRUCTURE. DEVELOPER PARTIES' FURTHER AGREE TO WAIVE AND RELEASE ALL CLAIMS THEY MAY HAVE AGAINST THE CITY PARTIES RELATED TO ANY AND ALL ROUGH PROPORTIONALITY AND INDIVIDUAL DETERMINATION REQUIREMENTS MANDATED BY TI- UrTITED STATES SUPREME COURT IN DOLAN V. CITY OF TIGARD, S 12 U.S. 374 (1994), AND ITS PROGENY, AS WELL AS ANY OTHER REQUIREMENTS OF A NEXUS BETWEEN DEVELOPMENT CONDITIONS AND THE PROJECTED IMPACT OF THE PUBLIC INFRASTRUCTURE. B DEVELOPER PARTIES RELEASE THE CITY PARTIES FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED ON EXCESSIVE OR ILLEGAL EXACTIONS RELATING TO DEVELOPER PARTIES' OBLIGATIONS CREATED IN THIS AGREEMENT. C NOTHING IN THIS SECTION 10.2 WAIVES THE REQUIREMENTS, BENEFITS, AND OBLIGATIONS OF SECTION 4.11 OF THE OPERATING AGREEMENT. D THIS SECTION 10.2 AND SECTION 1 O.1 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. ARTICLE XI ADDITIONAL PROVISIONS 11.1 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; (c) are legislative findings of the City Council, and (d) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 11.2 Term. This Agreement shall be for a term of 40 years from the earlier of (a) the date of city approval of the initial preliminary plat of the Property, or (b) April 8, 2025. Prior to the expiration of the Term, the Parties will consider whether to amend this Agreement. 10 2009.013\87881.5 398 Consistent with the terms of the Operating Agreement, the reimbursement for Improvement Projects will be paid to the Owner, Developer, or their assignees. Notwithstanding the foregoing: (i) any Improvement Projects initiated after the term expires shall not be reimbursed by the District and the City shall not have any obligation to pay or reimburse for such Improvement Projects; and (ii) this Agreement terminates for an end-buyer of a fully developed and improved lot, other than for an Owner or Developer and any Owner or Developer related to or affiliated with the Owner or Developer. This provision shall survive the termination of this Agreement. 11.3 Notices. All notices required or contemplated by this Agreement (or otherwise given in connection with this Agreement) (a "Notice") shall be in writing, shall be signed by or on behalf of the Parly giving the Notice, and shall be effective as follows: (a) on or after the lOth business day after being deposited with the United States mail service, Certified Mail, Return Receipt Requested with a confirming copy sent by FAX; (b) on the day delivered by a private delivery or private messenger service (such as FedEx or UPS) as evidenced by a receipt signed by any person at the delivery address (whether or not such person is the person to whom the Notice is addressed); or (c} otherwise on the day actually received by the person to whom the Notice is addressed, including, but not limited to, delivery in person and delivery by regular mail or by E-mail (with a confirming copy sent by FAX). Notices given pursuant to this section shall be addressed as follows: To the City: City of Denton Attn: City Manager 215 E. McKinney St. Denton, Texas 76201 Fax: (940) 382-7923 Email: Todd.Hilemanna,cityofdenton.com To the District: Cole Ranch Improvement District No. 1 of Denton County Attn: President, Board of Directars c/o Crawford & Jordan LLP 3100 McKinnon Street, Suite 1100 Fax: (214) 981-9071 Email: CCrawford a,crawlaw.net To the Owner: Attn: Ocie Vest SLF II Cole Property, L.P. 5949 Sherry Lane Suite 800 Dallas, TX 75225 Fax: (800) 519.3768 Email: ovest(a stratfordland.com With a copy to: Attn: Misty Ventura Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 11 2009.013\87881.5 399 Fax: (800) 519.3768 Email: mistv.ventura(a svlandlaw.com 11.4 Events of Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time deternuned based on the nature of the alleged failure, but in no event less than 30 days after written notice of the alleged failure has been given). In addition, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been curede The Party required to give notice under this Section 11.4 must provide a copy of such notice to the District. 11.5 GENERAL REMEDIES. IF A PARTY IS IN DEFALTLT, THE AGGRIEVED PARTY MAY, AT ITS OPTION AND WITHOUT PRENDICE TO ANY OTHER RIGHT OR REMEDY UNDER THIS AGREEMENT, SEEK ANY RELIEF AVAILABLE AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO, AN ACTION UNDER THE LJrTIFORM DECLARATORY JUDGMENT ACT, SPECIFIC PERFORMANCE, MANDAMUS, AND INJiJNCTIVE RELIEF. NOTWITHSTANDING THE FOREGOING, HOWEVER, NO DEFAULT UNDER THIS AGREEMENT SHALL: a) entitle the aggrieved Party to terminate this Agreement; or b) entitle the City to suspend performance under this Agreement to (i) any fully developed and improved lot within the Properiy owned by parties other than the Owner or Developer in default and any Owner or Developer related to or affiliated with the Owner or Developer in default; or (ii) any fully developed lot within the Property owned by any Owner or Developer not in default and not related to or affiliated with the Owner or Developer in default; or (iii) any Owner or Developer in compliance with Section 11.6 below; or c) adversely affect or impair the current or future obligations of the City to issue permits, make inspections, issue approvals or provide water or sewer service (whether wholesale or retail) or any other service (including solid waste collection, and police, fire and EMS service) to (i) any fully developed and improved lot within the Property owned by parties other than the Owner or Developer in default and any Owner or Developer related to or affiliated with the Owner or Developer in default; or (ii) any fully developed lot within the Property owned by any Owner or Developer not in default and not related to or affiliated with the Owner or Developer in default; ar(iii) any Owner or Developer in compliance with Section 11.6 below ar d) entitle the aggrieved Pariy to seek or recover exemplary damages; or e) limit the Term of this Agreement. 11.6 ADDITIONAL REMEDIES FOR IMPROVEMENT PROJECTS. In addition to the general remedies provided by Section 11.5 above, in the event that there is a default under this Agreement, or violation of the MPC Ordinance or City ordinance, related to the construction 12 2009.013\87881.5 400 of the Improvement Projects or other public improvements to be dedicated to the City as described in Section 2.4, Section 3.1, Article IV and Section 6.2 of this Agreement, the following additional remedies apply. a) Contract Covenant. The Owner or Developer will include in the contract for construction of those Improvement Projects or other public infrastructure to be dedicated to the City the obligation of the contractor "to recognize and comply with the applicable provisions of the Project Agreement and the Operating Agreement and authorize the City to enforce the terms of the Project Agreement and the Operating Agreement against the contractor" (the "Contract Covenant"). The City shall have the right to audit, upon reasonable notice, the Owner or Developer's compliance with this Section 11.6(a). Upon written request by the City, the Owner or Developer shall provide to the City evidence of the inclusion of the Contract Covenant in any contract for the construction of those Improvement Projects or other public infrastructure to be dedicated to the City for which a permit has been issued by the City but for which the City has not yet accepted those improvements. b) Enforcement Obli agtion. The City may, at its option, provide written notice to the Owner or Developer of a default related to the construction of any Improvement Projects or other public infrastructure to be dedicated to the City (an "Infrastructure Default Notice"). Within 30 days of receiving an Infrastructure Default Notice, the Owner or Developer must provide evidence to the City that the Owner or the Developer is enforcing the Contract Covenant. Such evidence may take the form of a demand letter to the defaulting party or evidence a lawsuit has been filed or other documentation that evidences the Owner ar the Developer is enforcing the Contract Covenant. The Owner or Developer's enforcement obligation under this Section 11.6(b) is neither a guaranty of compliance with the Contract Covenant nor is it an obligation to enforce the City's regulatory requirements. c) City Self-Help Notice. If after receiving the Infrastructure Default Notice, the Owner or Developer fails to comply with the requirements of Section 11.6(b) then the City will send the Owner or Developer a notice with an opportunity to cure within 120 days (the "C Self-Help Notice") putting the Owner or Developer on notice that if they fail to satisfy their obligations in Section 11.6(b) during the 120-day cure period then the City will enforce this Agreement and the Operating Agreement against the defaulting contractor. If the City elects to enforce this Agreement and the Operating Agreement against the defaulting contractor after the Owner or Developer has failed in its obligations to do so, then the Owner or the Developer will reimburse the City for its enforcement costs. d) Termination of Obli at ions. The Owner and Developer obligations in this Section 11.6 are released as to each platted portion of the Property once those Improvement Projects or other public infrastructure to be dedicated to the City to serve that platted portion of the Properiy are accepted by the City. 11.7 Governmental Powers; Waivers of Immunitv. By its execution of this Agreement, the City does not waive or surrender any of its governmental powers, immunities, or rights. 13 2009.013\87881.5 401 11.8 Assignment. Owner has the right (from time to time without the consent of tl e City, but upon written notice to the City) to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of Owner under this Agreement, to any person or entity (an "Assi nee") that is or will become an owner of any portion of the Property or that is an entity that is controlled by or under common control with Owner. Each assignment shall be in writing executed by Owner and the Assignee and shall obligate the Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned, and shall be in the form of the Joinder Agreement attached hereto as Exhibit G(each, a"Joinder A reement"). Each Joinder Agreement shall include (i) a description of the portion of Improvement Projects and other public infrastructure that will be constructed and financed by each Developer, (ii) the division of obligations regarding the dedication of Parks, the conveyance of land for municipal facilities, and the contribution of funds for costs of municipal facilities and the City's affordable housing program, and (iii) the maximum aggregate amount the District may reimburse to the Developer pursuant to Sections 5.01(a) and 5.08 of the Operating Agreement. A copy of each Joinder Agreement shall be provided to all Parties and the District within 15 days after execution. Froin and after such assignment, the City agrees to look solely to the Assignee for the performance of all obligations assigned to the Assignee and agrees that Owner shall be released from subsequently performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations; provided, however, if a copy of the Joinder Agreement is not received by the City within 15 days after execution, Owner shall not be released until the City receives such assignxnent. No assignment by Owner shall release Owner from any liability that resulted from an act or omission by Owner that occurred prior to the effective date of the assignment unless the City approves the release in writing. Owner shall maintain written records of all assignments made by Owner to Assignees, including a copy of each executed Joinder Agreement and the Assignee's Notice information as required by this Agreement, and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity. The City shall not have the right to assign this Agreement. An Assignee shall be considered a"Party" and the "Owner" for the purposes of the rights, title, interest, and obligations assigned to the Assignee. 11.9 Encumbrance. Owner and Assignees have the right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of their respective rights, title, or interest under this Agreement for the benefit of their respective lenders without the consent of, but with prompt written notice to, the City and the District. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not, however, obligate any lender to perform any obligations or incur any liability under this Agreement unless the lender agrees in writing to perform such obligations or incur such liability. Provided the City has been given a copy of the documents creating the lender's interest, including Notice (hereinafter de ned) information for the lender, then that lender shall have the right, but not the obligation, to cure any default under this Agreement and shall be given a reasonable tiine to do so in addition to the cure periods otherwise provided to the defaulting Party by this Agreement; and the City agrees to accept a cure offered by the lender as if offered by the defaulting Party. A lender is not a Party to this Agreement unless this Agreement is amended, with the consent of the lender, to add the lender as a Party. Notwithstanding the foregoing, however, this Agreement shall continue to bind the Property and shall survive any transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a 14 2009.013\87881.5 402 lender, whether judicial or non judicial. Any purchaser from or successor owner through a lender of any portion of the Property shall be bound by this Agreement, but shall not be entitled to the rights and benefits of this Agreement with respect to the acquired portion of the Property until all defaults under this Agreement with respect to the acquired portion of the Property have been cured. The City shall not collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of its rights, title, or interest under this Agreement without Owner's prior written consent. 11.10 No Restriction on Propertv Transfer. No provision of this Agreement shall limit the ability of the Owner or any other person to transfer voluntarily or involuntarily its right, title, or interest in or to all or any portion of the Property. 11.11 Binding, Obli at ions. This Agreement shall be recorded in the deed records of Denton County. This Agreement, when recorded, shall be binding upon the Parties and their successors and assigns pernutted by this Agreement and upon the Property; however, this Agreement shall not be binding upon, and shall not constitute any encumbrance to title as to, any end-buyer of a final platted and improved lot, other than any Owner or Developer and any Owner or Developer related to or affiliated with such Owner or Developer, that is subject to a fmal plat recorded in the real property records ofDenton County. 11.12 Releases. From time to time upon written request of Owner or the District, the City Manager shall execute, in recordable form, a release of this Agreement if the requirements of this Agreement have been met. 11.13 Interpretation. The Parties acknowledge that each of them has been actively involved in negotiating this Agreement. Accordingly, the nxle of construction that any ambiguities are to be resolved against the drafting Parly will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for or against any Party, regardless of which Party originally drafted the provision. 11.14 Representations on Authorit and Enforceabilitv. The City represents and warrants that this Agreement has been approved by ordinance duly adopted by the City Council in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. Owner represents and warrants that this Agreement has been approved by appropriate action of Owner, and that the individual executing this Agreement on behalf of Owner has been duly authorized to do so. Each Party acknowledges and agrees that this Agreement is binding upon such Party and enforceable against such Party in accordance with its terms and conditions. 11.15 Entire Agreement. This Agreement, the Consent Resolution, and the Operating Agreement, together constitute all of the agreements between the Parties and supersede all prior agreements, whether oral or written, covering the subject matter of these agreements. 11.16 Amendments. This Agreement shall not be modified or amended except in writing signed by the Parties. 15 2009.013\87881.5 403 11.17 Severabilitv. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. 11.18 A plicable Law; Venue. This Agreement is entered into under and pursuant to, and is to be construed and enforceable in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Denton County. Venue for any action to enforce or construe this Agreement shall be in Denton County. 11.19 Non Waiver. Any failure by a Party to insist upon strict performance by another Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all prU isions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 11.20 No Third Part Beneficiaries. Except as otherwise provided in this Section 11.20, this Agreement only inures to the benefit of, and may only be enforced by, the Parties. If the District is not an Assignee, the District shall be considered a third-pariy beneficiary of this Agreement. An end-buyer of a lot shall be considered a third-pariy beneficiary of this Agreement, but only for the limited purposes for which an end-buyer is bound by this Agreement. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third-party beneficiary of this Agreement. 11.21 Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. Within three business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible time. The term "force majeure" shall include events or circumstances that are not within the reasonable control of the Pariy whose performance is suspended and that could not have been avoided by such Party with the exercise of good faith, due diligence and reasonable care. 11.22 Form 1295. Submitted herewith is a completed Form 1295 generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Owner, and the City agrees to acknowledge such form with the TEC through its electronic filing 16 2009.013\87881.5 404 application not later than the 30th day after the receipt of such form. The Parties understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Owner; and, neither the City nor its consultants have verified such information. 11.23 Counterparts. 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. 11.24 Further pocuments. Each Party shall, upon request of the other Party, execute and deliver such further documents and perform such further acts as may reasonably be requested to effectuate the terms of this Agreement and achieve the intent of the Parties. 11.25 E chibits. The following E ibits are attached to this Agreement and are incorporated herein for all purposes: E iibit A E iibit B E ibit C E iibit D Exhibit D-1 E ibit D-2 E ibit E E iibit E-1 E iibit E-2 E iibit E-3 E iibit F E ibit G Metes and Bounds Description of the Property Park Plan Form of Special Warranty Deed Intentionally Left Blank Intentionally Left Blank Intentionally Left Blank Municipal Facilities Form of Temporary Construction Easement Form of Permanent Easement Addendum Intentionally Left Blank Developer Certification Joinder Agreement REMAINDER OF PAGE INTENTIONALLY LEFT SLANK] 17 2009.013187881.5 405 Executed by Owner and the City to be effective on the Effective Date. ATTEST: By: a — Name: Rosa Rios Title: City Secretary APPROVED AS TO FORM: B - L 4 7n Y Name: Aaron Leal Title: City Attorney STATE OF TEXAS § COUNTY OF DENTON § CITY OF DENTON By: Name: J 1--c .14nr rz'S Title: City Manager Date: / /%( /Z-D 2 e This instrument was acknowledged before me on / /0 , 2020 by / ES p e T/of the City of Denton, Texas on behalf of said city. CA N rCr.- yp i JANE E. RICHAROSON45:.. V6 is Notary Public, State af Texas P; Comm. Expires 06-27-202t rFoF''. Notary ID 8251214 No Public, State of Texas 18 2009.013\87881.5 406 TffiS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to fmancial an operationa o li ations and business terms. X d Hilen,n, ity Manager David Works iam Estes, I irec of Capital Projects/City Engineer 15i:clr of Water/Wastewater Plant Operations irector of Parks and Recreation Economic Development I enneth Banks, General 1V anager of Utilities nio Pue ,FO/Inter General Manager of DME Clark Rose dahl, Dr 'nage M ager s'+2iF FfE'GC'+'/ 4ssT. c.ZT' i¢iz/.¢&e l ir CEar of De el inme lt Services bir`ectar of Solid Waste 19 2009.013\87881.4 407 Daniel e er, Deputy Director of Operations, Streets Deborah Viera Sierra, Assistant Director of Environmental Services 20 2009.013\87881.4 408 SLF II COLE PROPERTY, L.P. By: The M.T. Cole Family Company No. l, LLC, its general partner ack Donald Co1e, Manager By: Amy G fin, Mana r By: Jenn fer ]cxa der, Manager By: Ryan Griffin, Manager By: / Wesley Marshall, Manager THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on this day of , 2020 by Jack Donald Cole, Manager of The M.T. Cole Family Company No. 1, LLC, on behalf of said entity. ti` °'„ CLOREECE R. POWft E E' Q •.= My Notary 1 # 6154092 ;' 1; ;.; Expires February 20, 2021 ; C , -c Notary Public, State of Texas l o ree G e (... Q,r i e , Printed name My Commission Expires: ( .-' 409 THE STATE OF TEXAS COUNTY OF _ This instrument was acknowledged before me on this , ' day of (/1%)C.., 2020 by Ryan Griffin, Manager of The M.T. Cole Family Company No. 1, LLC, on behalf of said entity. P Notary Public, State of Texas C,l 2t -V"5, Printed name My Commission Expires:- ti THE STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on this .[ day of , 2020 by Wesley Marshall, Manager ofThe M.T. Cole Family Company No. l, LLC, on behalf of said entity. Y O I,, CLOREECE R. POWRIEJa• : b' , My Notary ID # 6154092 f"a,. Expires February 20, 2021ff,o' ` L`1Jl-JP-L., U . Notary Public, State of `["[6. 1(. . i" cQ i/Y2 t` , Printed name My Commission Expires. 410 THE STATE OF TEXAS J COUNTY OF § This instrument was acknowledged before me on this (D'= day of , 2020 by Amy Griffin, Manager of The M.T. Cole Fatnily Company No. 1, LLC, on behalf of said entity. s" "S'g;; CLflREECE R. POWRIE ¢ R= My Notary ID # 6154092iA E. +;: Expires February 20, 2021 THE STATE OF TEXAS COUNTY OF Q.. `t"11.c,c., Notary Public, State of Texas ov ee C -1'r1 e. Printed name My Commission Expire __ -(Z , D This instrument was acknowledged before me on this .o ` day of , 2020 by Jennifer Alexander, Manager of The M.T. Cole Family Company No. 1, LLC, on behalf of said entity. Q4.y P?;; CLOREECE R. POWRIE My Notary ID # 6154092a;• +e: 20 2021ExpiresFebruary F,oF ,,,. r . c, 2 -o. Notary Public, State of Texas C1ov aec,e., . e_ Printed name My Commission Expire ''2 - 411 EXHIBIT A- METES AND BOUNDS DESCRIPTION OF THE PROPERTY EXHIBIT "A" PROPERTY DESCRIPTION TRACT 1 (North Tract): SITUATED in Denton County, Texas in the J. W. Kjellberg Survey, Abstract No. 1610, the James McDonald Survey, Abstract No. 873, the LW. Byerly Survey, Abstract No. 1458, the J. Dalton Survey, Abstract No. 353, the J. A. Burn Survey, Abstract No. 132, the T. & P. R. R., Abstract No. 1292, the A. C. Madden Survey, Abstract No. 851, the I. N. Hembree Survey, Abstract No. 594, the J. Bacon Survey, Abstract No. 1540, the Wm. Neill Survey, Abstract No. 970, the B. B. B. & C.R.R. Co. Survey, Abstract No. 176, the T. E. Carruth Survey, Abstract 1707, being a Survey of part of the 562.8 acre "First tract", a Survey of the 798.2 acre "Second Tract", a Survey of part of the 640 acre "Third Tract" described in a deed from T. E. Carruth, et al to M. T. Cole, dated December 22, 1931, recarded in Volume 238, Page 410, a Survey ofpart of the 415 acre tract described in a deed from Rudy Copeland and wife, Mary A. Copeland to M. T. Cole, dated September 26, 1933, recorded in Volume 243, Page 572, both deeds of the Denton County Deed Records, being described by metes and bounds as follows: BEGINNING at an 1/2-inch iron pin found at the Northwest corner of said 798.2 acre tract in the center of Tom Cole Road (East-West asphalt road) and C. Wolfe Road (rock road) from the South; THENCE South 88 degrees 55 minutes 44 seconds East, generally with the center of said Tom Cole Road, 4685.36 feet to an "x" cut in a concrete bridge; THENCE North 89 degrees 43 minutes 13 seconds East, generally with the center of said Tom Cole Road, 2521.29 feet to a 3/4-inch iron pin set in place of a nail found at the Northeast corner of said 798.2 acre tract; THENCE South 00 degrees 23 minutes 40 seconds West, with the East line of said 798.2 acre tract and generally near an old fence, 1865.00 feet to an 1/2-inch iron pin set by a corner post at the East-Southeast corner of said 798.2 acre tract; same being in the North line of said 640 acre tract; THENCE South 88 degrees 52 minutes 00 seconds East, with the North line of said 640 acre tract and generally near an old fence, 1616.90 feet to an 1/2-inch iron pin set near a corner post at the Northwest corner of the 24.73 acre "Tract One" recorded in Volume 871, Page 137; THENCE South O1 degree 07 minutes 58 seconds West, with the West line of said 24.73 acre tract and generally near a fence, 950.05 feet to an 1/2-inch iron pin found at the West-Southwest corner of said 24.73 acre tract; THENCE South 88 degrees 58 minutes 35 seconds East, with a South line of said 24.73 acre tract, 144.97 feet to an l/2-inch iron pin found at an inside corner of said 24.73 acre tract; E ibit "A", Property Description — Page 1 412 THENCE South Ol degree OS minutes 17 seconds West, with a West line of said 24.73 acre tract and with the West line of the 13.89 acre "Tract Two" in said Volume 871, Page 137, 699.86 feet to an 1/2-inch iron pin found at the Southwest corner of said 13.89 acre tract; same being the Northwest corner of the 31.107 acre tract recorded in Clerk's File No. 94-71013; THENCE South 09 degrees 20 minutes O1 second West, with the West line of said 31.107 acre tract, 1010.79 feet to an 1/2-inch iron pin found at the Southwest corner of said 31.107 acre tract; THENCE South 88 degrees 53 minutes 58 seconds East, with the South line of said 31.107 acre tract, 1499.78 feet to an 1/2-inch iron pin found at the Southeast corner of said 31.107 acre tract; THENCE North 07 degrees 10 minutes 06 seconds West, with the East line of said 31. l07 acre tract, 1009.80 feet to an 1/2-inch iron pin found at the Northeast corner of said 31.107 acre tract; same being the Southeast corner of said 13.89 acre tract; THENCE North O1 degree 06 minutes 57 seconds East, with the East line of said 13.89 acre tract and an East line of said 24.73 acre tract 699.98 feet to an 1/2-inch iron pin found at an inside corner of said 24.73 acre tract; THENCE South 88 degrees 52 minutes 57 seconds East, with a South line of said 24.73 acre tract, 144.76 feet to an 1/2-inch iron pin found at the East-Southeast corner of said 24.73 acre tract; THENCE North O1 degree 04 minutes 51 seconds East, with the East line of said 24.73 acre tract, 629.19 feet to an 1/2-inch iron pin found at the Northeast corner of said 24.73 acre tract; THENCE North 89 degrees 25 minutes 26 seconds East, with the South line of the Southeast Airport Addition recorded in Volume G, Page 295 of the Denton County Plat Records, 1534.00 feet to an 1/2-inch iron pin found at the Southeast corner of said Airport Addition, in the center of Westcourt Road (North-South asphalt road); THENCE South 00 degrees 38 minutes 25 seconds West, with an East line of said 415 acre tract and generally with the center of said Westcourt Road, 1150.78 feet to a 5/8-inch iron pin found at an inside corner of said 415 acre tract; THENCE North 89 degrees 48 minutes 14 seconds East, generally along Spring Side Road, 870.00 feet to an 1/2-inch iron pin found at the Northwest corner of the 10 acre tract recorded in Volume 971, Page 251; THENCE southerly along the East side of Underwood Road (North-South asphalt road) as follows: South 00 degrees 11 minutes 34 seconds East, 646.53 feet to a 5-inch pipe corner post; Exhibit "A", Property Description — Page 2 413 South 00 degrees 48 minutes 00 seconds East, generally near a fence for part of the way, 645.16 feet to a 5-inch pipe corner post; South 00 degrees 41 minutes 32 seconds East, 547.42 feet to a 5/8-inch iron pin found at the North-Northwest corner of the 76.768 acre tract recorded in Volume 1166, Page 235; South 00 degrees 00 minutes ll seconds West, with a West line of said 76.768 acre tract and generally near a wood fence for part of the way, 344.00 feet to an 1/2-inch iron pin set at an inside corner of said 76.768 acre tract; THENCE South 89 degrees 58 minutes 11 seconds West, with a North line of said 76.768 acre tract and crossing said Underwood Road, 125.00 feet to an 1/2-inch iron pin set at the West- Northwest corner of said 76.768 acre tract; THENCE South 00 degrees 15 minutes 42 seconds East, with the West line of said 76.768 acre tract and on the West side of said Underwood Road, passing the Southwest corner of said 76.768 acre tract and continuing in all, 156135 feet to an 1/2-inch iron pin found near said Underwood Road; same being the North-Northwest corner of the 96.85 acre tract recorded in Clerk's File No. 98-117450; THENCE South O1 degree 54 minutes 54 seconds West, with a West line of said 96.85 acre tract and generally with said Underwood Road, 1205.51 feet to an one inch iron pin found at the an inside corner of said 96.85 acre tract; same being the Southeast corner of said 415 acre tract; same being where said road turns West; THENCE North 89 degrees 27 minutes 33 seconds West, with the South line of said 415 acre tract and generally with the center of said Underwood Road, 1362.76 feet to an 1/2-inch iron pin set at the East-Southeast corner of the 18.726 acre "Tract II" recorded in Volume 489, Page 551 of the right-of-way of Farm Road No. 2449; THENCE North 00 degrees 28 minutes 37 seconds East, with the East line of said 18.726 acre tract and the right-of-way line of said Farm Road No. 2449, 45.00 feet to an 1/2-inch iron pin set at the Northeast corner of said 18.726 acre tract; THENCE with the North line of said 18.726 acre tract, the North right-of-way line of said Farm Road No. 2449 and generally near a fence as follows: North 89 degrees 31 minutes 23 seconds West, 2944.75 feet to an 1/2-inch iron pin set; South 89 degrees 46 minutes 37 seconds West, 7200.01 feet to an 1/2-inch iron pin set; North 84 degrees 30 minutes 45 seconds West, 100.50 feet to an 1/2-inch iron pin set; South 89 degrees 46 minutes 37 seconds West, 200.00 feet to an 1/2-inch iron pin set; E ibit "A", Property Description — Page 3 414 South 84 degrees 03 minutes 59 seconds West, 100.50 feet to an 1/2-inch iron pin set; South 89 degrees 46 minutes 37 seconds West, 678.22 feet to an 1/2-inch iron pin set; North 44 degrees 49 minutes 38 seconds West, 39.98 feet to an 1/2-inch iron pin set at the Northwest corner of said 18.726 acre tract; same being in the East line of said C. Wolfe Road; THENCE North 00 degrees 30 minutes 56 seconds East, with the East line of said C. Wolfe Road and generally near a fence, 1353.53 feet to an 1/2-inch iron pin set; THENCE North 89 degrees 32 minutes 13 seconds West, 17.14 feet to an 1/2-inch iron pin set in the center of said C. Wolfe Road, in the West line of said 798.2 acre tract; THENCE North 00 degrees 32 minutes 15 seconds East, with the West line of said 798.2 acre tract and generally with the center of said C. Wolfe Road, 697235 feet to the PLACE OF BEGINNING and containing 2049.00 acres. TRACT 2 (South Tract): SITUATED in Denton County, Texas in the S. Paine Survey, Abstract No. 1035, the M. Paine Survey, Abstract No. 1036, the George West Survey, Abstract No. 1393, the B. B. B. & C.R.R. Co. Survey, Abstract No. 176, the EN. Oliver Survey, Abstract No. 989, the J. T. Evans Survey, Abstract No. 411, the C. Manchaca Survey, Abstract No. 789, the G. W. Pettingale Survey, Abstract No. 1041, the J. W. Kjellberg Survey, Abstract No. 1610, being a Survey of part of 1.086 acre tract described in a deed from Maurine P. Myers, et al to M. T. Cole Trust NO. 1, recorded in Volume 1018, Page 453, being a Survey of part of the 562.8 acre "First tract" described in a deed from T. E. Carruth, et al to M. T. Cole, dated December 22, 1931, recorded in Volume 238, Page 410, a Survey of the 640 acre tract described in a Deed from T. E. Carruth, et al to M. T. Cole, dated January 4, 1935, recorded in Volume 250, Page 121, a Survey of the 429-3/4 acre tract described in a deed from T. E. Carruth, et al to M. T. Cole, dated March 28, 1936, recorded in Volume 256, Page 285, all Deeds of the Denton County Deed Records, being described by metes and bounds as follows: BEGINNING at an 1/2-inch iron pin set in a broke off Bois d'arc corner post at the Southwest corner of said 640 acre tract; same being in the East line of the 320.350 acre tract recorded in Clerk's File No. 99-67258; THENCE North 00 degrees 35 minutes 15 seconds East, with the East line of said 320.350 acre tract and generally near a fence, 3057.12 feet to a 5/8-inch iron pin found at the Northeast corner of said 320350 acre tract; THENCE North 89 degrees 23 minutes 04 seconds West, with the North line of said 320.350 acre tract, 153.52 feet to an 1/2-inch iron pin set in the West line of said 1.086 acre tract; same being on the East side of H. Lively Road (rock road); Eachibit "A", Property Description — Page 4 415 THENCE northerly with the East side of said H. Lively Road, with the West line of said 1.086 acre tract and generally near a fence as follows: North 49 degrees 11 minutes 19 seconds East, 31.80 feet to an 1/2-inch iron pin set; North 06 degrees 29 minutes 42 seconds East, 103.71 feet to an 1/2-inch iron pin set; North 07 degrees 48 minutes 12 seconds East, 90.24 feet to an 1/2-inch iron pin set; North 19 degrees 36 minutes 29 seconds East, 83.19 feet to an 1/2-inch iron pin set; North 17 degrees 17 minutes 59 seconds East, 221.61 feet to an 1/2-inch iron pin set at the Northwest corner of said 1.086 acre tract; THENCE South 89 degrees 52 minutes O1 second East, with the North line of said 1.086 acre tract, 17.07 feet to an 1/2-inch iron pin found at the Northeast corner of said 1.086 acre tract; same being in the East line of the 160.939 acre tract recorded in Volume 1300, Page 933; THENCE northerly with the East line of said 160.939 acre tract, the East side of said H. Lively Road and generally near a fence as follows: North 00 degrees 48 minutes 45 seconds East, 7234 feet to an 1/2-inch iron pin found; North 00 degrees 23 minutes 31 seconds East, 2695.55 feet to an 1/2-inch iron pin set in the South right-of-way line of Farm Road No. 2449; THENCE easterly with the South right-of-way line of said Farm Road No. 2449 and generally near a fence as follows: North 45 degrees 10 minutes 52 seconds East, 41.58 feet to an 1/2-inch iron pin set; North 89 degrees 46 minutes 37 seconds East, 679.48 feet to an 1/2-inch iron pin set; South 84 degrees 30 minutes 45 seconds East, 100.50 feet to an 1/2-inch iron pin set; North 89 degrees 46 minutes 37 seconds East, 200.00 feet to an 60d nail set in top of a wood right-of-way marker; North 84 degrees 03 minutes 59 seconds East, 100.50 feet to an 1/2-inch iron pin set; North 89 degrees 46 minutes 37 seconds East, 1462.48 feet to an 1/2-inch iron pin found at the Northwest corner of the 18.28 acre tract recorded in Volume 5, Page 709 of the Lis Pendens recards of Denton County, Texas E ibit "A", Property Description — Page 5 416 THENCE South 00 degrees 16 minutes 13 seconds East, with an West line of said 18.28 acre tract and generally near a fence 711.07 feet to an 1/2-inch iron pin found by a corner post at the Southwest corner of said 18.28 acre tract; THENCE North 89 degrees 45 minutes 23 seconds East, with the South line of said 18.28 acre tract and generally near a fence, 1119.68 feet to an 1/2-inch iron pin found by a corner post at the Southeast corner of said 18.28 acre tract; THENCE North 00 degrees 12 minutes 56 seconds West, with the East line of said 18.28 acre tract and generally near a fence, 710.67 feet to an 1/2-inch iron pin set at the Northeast corner of said 18.28 acre tract, in the South right-of-way line of said Farm Road No. 2449; THENCE North 89 degrees 46 minutes 37 seconds East, with the North right-of-way line of said Farm Road No. 2449 and generally near a fence, 4616.62 feet to an 1/2-inch iron pin set in an East line of said 562.8 acre tract; THENCE South 00 degrees 09 minutes 33 seconds West, with an East line of said 562.8 acre tract and generally with the center of a rock road 1652.60 feet to an 1/2-inch iron pin set at the South-Southeast corner of said 562.8 acre tract, where said road turns to the West; THENCE North 89 degrees 28 minutes 35 seconds West, with the South line of said 562.8 acre tract and generally with the center of said rock road, 254.68 feet to an 1/2-inch iron pin set in place of a 60d nail found at the North-Northeast corner of said 429-3/4 acre tract; THENCE South 00 degrees 24 minutes 30 seconds West, with an East line of said 429-3/4 acre tract and generally near an old fence, 2169.07 feet to a Bois d'arc corner post found at the inside corner of said 429-3/4 acre tract; THENCE South 89 degrees 56 minutes 06 seconds East, with a North line of said 429-3/4 acre tract and generally near the evidence of an old fence, passing an 1/2-inch iron pin set by a corner post at 3125.59 feet and continuing in all, 3151.06 feet to a point on the West edge of John Paine Road (North-South rock road); same being in a West line of the 2329.49 acre tract recorded in Clerk's File No. 98-117450; THENCE South 00 degrees 33 minutes 24 seconds West, with a West line of said 2329.49 acre tract and with the West edge of said John Paine Road, 2545.07 feet to an 1/2-inch iron pin found at the Southeast corner of said 429-3/4 acre tract and an inside corner of said 2329.49 acre tract; THENCE North 89 degrees 47 minutes 59 seconds West, with the South line of said 429-3/4 acre tract, a North line of said 2329.49 acre tract and generally near an old fence, 5406.60 feet to a Bois d'arc corner post found at the Southwest corner of said 429-3/4 acre tract and a Northwest corner of said 2329.49 acre tract; THENCE South O1 degree 59 minutes 48 seconds West, with a West line of said 2329.49 acre tract and generally near a fence, 92.25 feet to a Bois d'arc corner post found at an inside corner of E ibit "A", Property Description — Page 6 417 said 2329.49 acre tract and the Southeast corner of said 640 acre tract; an one inch iron pipe found bears South 87 degrees 45 minutes 56 seconds East, 3.46 feet; THENCE North 89 degrees 30 minutes 24 seconds West, with the South line of said 640 acre tract, a North line of said 2329.49 acre tract and generally near an old fence for most of the way, 5806.65 feet to the PLACE OF BEGINNING and containing 1357.12 acres. SAVE AND EXCEPT THE FOLLOWING TRACTS OF LAND: Except Tract 1(Episcopal Diocese Site): 22.18748 acres of land situated in Denton County, Texas, in the George West Survey, Abstract No. 1393 and the G.W. Pettingale Survey, Abstract No. 1041, being more particularly described in that certain Special Warranty Deed from SLF II Cole Property, L.P. to Corporation of the Episcopal Diocese of Dallas dated to be effective as of February 29, 2008 and recorded on March 4, 2008 as Instrument No. 2008-22241 in the Real Property Records of Denton County, Texas. Except Tract 2 (Aldi Site): 184.812 acres of land situated in Denton County, Texas, in the William Neill Survey, Abstract No. 970, the John Bacon Survey, Abstract No. 1540, the Isaac N. Hambree Survey, Abstract No. 594, the Jeremiah Dalton Survey, Abstract No. 353 and the J.W. Kjellberg Survey, Abstract No. 1610, being more particularly described in that certain Special Warranty Deed from SLF II Cole Property, L.P. to Aldi (Texas) L.L.C. dated to be effective as of May 8, 2008 and recorded on May 8, 2008 as Instrument No. 2008-50360 in the Real Property Records of Denton County, Texas. Except Tract 3(Denton County ROW Site): 0.247 acre of land situated in Denton County, Texas, in the Jeremiah Dalton Survey, Abstract No. 353, being more particularly described in that certain Donation Deed from SLF II Cole Property, L.P. to Denton County, Texas dated to be effective as of September 1, 2010 and recorded on October 26, 2010 as Instrument No. 2010-107113 in the Real Property Records of Denton County, Texas, and recorded again on July 25, 20ll as Instrument No. 2011-68617 in the Real Property Records of Denton County, Texas. Except Tract 4(City of Denton Airport Site): 29.444 acres of land, situated in the J. McDonald Survey, A-873, Denton County, Texas, and being more particularly described in that certain Special Warranty Deed from SLF II Cole Property, L.P. to the City of Denton, Texas dated to be effective as of December 27, 2016 and recorded on December 29, 2016 as Instrument No. 163835 in the Real Property Records of Denton County, Texas. E ibit "A", Property Description — Page 7 418 iio,s OS e3y6 t-------- -I 5,,. I V1t 9r /I,, I p _______—_______ C•J 8e\ 6 I_ S Ss 6 I I I' Tom ColeRtlJ-- T- III Smtr Po_T__-- =C- . v g g8 I ' I , paey pvht' i IIbPSC{ e5 I e I C(`t II __—P 5 __—__—_ —;c.ls .S•e9,p J I - jcSJ( 40\ o,l F.`.-,. P S. I 1LD1 TE% LlCII Pbst I I N.P. ROOBC5 360 l I I / __—__— Od —e- J^ t P j& ey `G J "l I ,I I N gJ0 9qIj. J¢ c S 9Z .1 CgO - 4 iy5 5t' eJtt SSt Z 5{. sa. I iPb I 'SVC \i2 Pb I TflACT I P i I P i II' '__ p.b`'{ SLF 11 Gale ProOe tY. LP ' ' W.c. Grn InSi. • 2005-12274 Insi.a 991-13]44 R.P.R.D.C.T, \ I R.P.F.O.0 T. PETR115 IxV. LP i------- 1634.44 Acres BC9 ' ' eJ 6 '' 1 inst.• t99B-tl a5o G• ( A5 —t- _: P.P.R.O.C.T. L___' e\° -J '' I - - , SJ \6o I as{. y, I r t UnderwoodRo._ __ o I o°ey r • i. .....-_. I .= S J='9 ' I M•P Jy',C I . I 9 Tt. - TflALT 2 j ppb5 - SLF 11 Cols PropeNy, LP S` I I T_"—f_ If _ I rI \ e' I F SJ'e i Pes{' V II—===J SJt ey I J•QPOS 4 \ 6\ I I Irist.' 2005-12274 Pps R. .utc t n; est F.P.R.D.C.7. ' sr- 199a-Ss a cl G_` *y - GRP1779.97 Acres I"---- '^P.P.P.D.GT. a Sv( 9 . 0006J 6 i —__ ___ LI pbst P s{, I Q e I e ' SS JNe\ 5 I i s- ` tio Pest• I i J. 5{A\\ ____ `'—"—__—'_ i'__"_ ' I!_—__—_ t. e h`,' S` C - Pb—__—_ i - TWO c 1 InstT.u1996V11195 I x. a. a. o. c r. I GQeSJ¢9eoA\ I=-_-_-_-_ ..I I st• PE,w s x. P L-__. tNlred rd. JI Pb Inst.•u199B-11]950 R. P. fl.0. C. i. An Exhibit of TRACTS OF LANO F.'!5 Firm ke_ No. 10177700 Copyright - 2020 Peloton Land Solutions, Inc. x , w - a WY . W i2 U m Z; K o - Z i a O}Y O ° J o ;. W - 419 Tom Cvle Road d e ti FM 7 149 H. Lively Road , f00-Year PEMA floodplain RobsanRanchRoad CityofOenton Town otArgple EXHIBIT B - PARK PLAN Note: The location and size of proposed parks, trails, ESA and schools are approximate and general in nature and subject to change. Note: School sites shown on this plan are pianned, bui not required. Land underlying a school site shown on this plan may be developed in accordance with the base zoning district regulations. c Note:Amenitycenterswillbeprivatelyownedandmaintained,andwill not be accessible to [he general public. C Oentan Enterprise Airport U Mia.iae. laigh6orhood QPaM Min.S ac Neiqnnoihond l Pa k I1 1 Allred Raad Vintage Dr. Ezisting City Park tegeaid Site $oundary A£LUD 10' wi.tle ReQianal Trai! M— 6' wlde keiqhvUrho ATrail ' 7 Cky Park Sthaoi E tis6ng Gry Park Naigh6orbood Park Ppckat Park i llog Park Fioodplain Existing Cakes traiis within ESA areas may be naNrai surface traiis i HILLWOOD' Cole Ranch March04,2020 co uam s fly i(ftFti • Lk<f Park Plan — ( TBG o mo 420 z/ii/2oio EXHIBIT'B' Cole Ranch - Park Improvement Summary Tables Park Dedication and Development Requirements for Cote Ranch Park *Requirement pevefoper Multi-Familv SinRle Familv Planned Park DeveloumentDedicationwith50% Units Units Dedication Fees (as of 12/2019) Requirement Reduction Amount Cole Ranch 3,200 5,90 55.7 27.85 60*" $2,315,300 Per Ordinance 98-039 up to 50% reduction where substantial private park and recreational area proposed. Development is not using this credit and pro iding the minimum required amount of park land and devleopment ix 50 acre City Park & 2x 5 acre Neigh6orhood Parks (minimumj Developer financial commitment to construct City -owned parks includes only the City Park and Neighobrhood Parks Trail System (Not required by the Park Dedication and Development Ordinance) 10' Resional Treils 6" Communitv Trails Totai Treils Cvle Ran h 12 Mifes 14 Miles 26 Miles All mileage on the trails is approximate until design is finalized The City of Denton will have an access easement on all trails outside of the right-of-way 10'trails will have a 30' easement and 6' treils will have a 26' easement, this allows for additional space if needed for programming, easement could be modified as needed pending space allocation Parks and Treiis - Ownership, Maintenence and Access Description Ownership Maintenance Access City Park** City District/HOA D en to public Neighborhood Park City DistrictlNOA O en to ublic Qog Park* District HOA with PAE District HOA pen to public Pocket Park* District HOA with PAE District HOA pen to pubfic Amenity Centers District/HOA District/HOA Private Trails* District/HOA with PAE District/HOA pen to public Lakes* Distfi[tlHpA with PAE District HOA Open to public PAE - Public Access Easement City is responsible for the maintenance and operation of any buildings/structures not constructed by the developer such as a recreation center, skate pa rk , etc. Page 1 of 2 421 Park imprnvements ParkTvue Description of Imarovements City Park Minimum 50 acres Picnic Tables, Trash Cans and Benches Playground area with equipment incorporating shade structures Trails Practice fields for baseball, softhalf, soccer and football Dedicated parking area Dog Park Approximately 3 acres One enclosed dag free-play facility pro ided Up to three play areas included in the design Dedicated parking area Neighborhood Park Minimum 5 acres each Minimum two Neighborhood Parks Provided adjacent to each elementary school site if agreed by City and DISD PEayground designed for ages 2-5 and 5-12 Landscaped with trees, hen hes and drinking fountains On-street parking provided Pocket Parks/Amenity Centers Aprroximately one-half to one acre in size Estimated 15 park/amenity center areas Meets the ten minute walk pro ision Passive park use with landscaping, benches, etc. Private amenity centers with dedicated parking On-street parking pro ided for pocket parks Page 2 of 2 422 EXHIBIT C- FORM OF SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUIVIBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS That ADD APPROPRIATE GRANTOR INFORMATION HERE INCLUDING ENTITY TYPE AND STATE OF FORMATION AS APPLICABLE] (herein called "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the CITY OF DENTON, a Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E. McKinney, Dentan, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty set forth below, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on E ibit "A", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Notwithstanding the foregoing grant of conveyance, Grantor, subject to the limitation of such reservations made herein, reserves, for [ADD APPROPRIATE PRONOITN HERE, AND HERE] devisees, heirs, successors and assigns the following (collectively, herein "Reservations from Conveyance"): (i) all oil, gas, and other minerals in, on and under, and that may be produced from the Property, and (ii) all of Grantor's interest in the water (including, without limitation, underground water from any and all depths and geological formatioris, surface water, diffuse surface flow and runoff, and harvested rain water, and all of the water rights associated with the Property, including any and all permits issued by the North Texas Groundwater Conservation 1560.029\86729.4 423 District and any and all permits, licenses or other governmental authorizations related to such water) that is in and under the Property and that may be produced from it, subject to applicable laws and ordinances. Grantor, [ADD APPROPROPRIATE PRONOiJN HERE] devisees, heirs, successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals or water and/or related to exploration and/or production of the oil, gas, and other minerals or water reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas, and other minerals or water, and/or related to the exploration or production of same. As used herein, the term "Minerals" shall include oil, gas, and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. Nothing herein shall be construed to prohibit the production of the reserved oil, gas, and other minerals and/or the pooling of the reserved mineral estate with other lands, so long as all surface operations are located entirely on lands other than the Property. As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. The use of the Property shall be restricted to any and all [ADD APPROPRIATE USE RESTRICTION HERE] uses. Exceptions to Conveyance and Warranty: See E ibit "B" attached hereto and made a part hereof for all purposes. Grantor hereby assigns to Grantee, without recourse, warranty, or representation, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, 1560.029\86729.4 424 the Property existing on the date of this deed, unless expressly reserved herein or in the Contract of Sale between Grantor and Grantee. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. EXECUTED the day of , 20_ GRANTOR ADD APPROPRIATE SIGNATURE BLOCK(S) AND ACKNOWLEDGEMENT(S)] Upon Filing Return To: Capital Projects — Real Estate Attn: Deanna Cody, Deputy Director 216 W. Mulberry Street Denton, Texas 76201 Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 I560.029\86729.4 425 EXHIBIT D INTENTIONALLY LEFT BLANK Eachibit D - Page 1 2009.013\878813 426 EXHIBIT D-1 INTENTIONALLY LEFT BLANK E ibit D-1 - Page 1 2009.013\878813 427 EXHIBIT D-2 INTENTIONALLY LEFT BLANK E chibit D-2 - Page 1 2009A 13\878813 428 V C 5 cS p FM 2449 r N. LivefyRo-ad a Tom Cole Road EXHIBIT E - MTJNICIPAL FACILITIES Denton Enterprise Airport r, _C l i 4 aNo_ Q _ i i q j i, G 1. ..- 4pprox. 3 ac Fire 5tatian Robson Ranch Road c y or Otfsi[eMunicipal5ireswithDeVelOperCapita[Ccnn.hiin n5' TOWf1f Pu o eofSi[e S ae West SitleSolid Waste Transfer S[atic • Wesi Sitle Water Booster Pump S' .. . i. •• Munitipal Services Site Hickwy Creek Waste Wa[er Lift S[atio Y the loca[ion ofthese offsi[e sites has noc yet been dete(m netl i Note: The location and size of proposed municipal facilities are approximate and general in nature and subject to change. G J Q i . al o` I 3 Ga Future Lnop, zas d er+3 = I?l I a c A/ D z ! J L I0 I • l. j „ Alired Roa i' Vintage Dr. tegenU Ste Ba ndary ACLUO ItE $1d110I1 Elavatetl Wat¢r 7 i HILL IOOD' Cole Ranch March03,2020 CC 4AtUHFfiES w: Sm, ;yKAs «,, Municipal Facilities Plan TB o, : , 429 EXHIBIT E-1- FORM OF TEMPORARY CONSTRUCTION EASEMENT NOTICE OF CONFIDENTIALTTY RIGHTS: If you are a natural person, you may remove or strike any or all of the following information from any instrument that transfers an interest in real property before it is filed for record in the public records: your Social Security number or your driver's license number. TEMPORARY CONSTRUCTION EASEMENT AGREEMENT STATE OF TEXAS § COUNTY OF DENTON § This Temporary Construction Easement (the "Agreement") is between a ("Grantor") and the City of Denton, a Texas home-rule municipal corporation ("Grantee" or "City") and is effective when executed by Grantor and Grantee ("Effective Date"). For and in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the covenants contained herein, Grantor and Grantee agree as follows: 1. Subject to the terms of this Agreement, Grantor hereby grants and conveys to Grantee a non-exclusive temporary easement (the "TCE") across the property described in E ibit A" attached hereto (the "TCE Property"). This grant is subject to all matters of record affecting the TCE Property. 2. This Agreement is being executed by Grantor at the request of the City. The City is planning to undertake certain improvements related to (the Project") within the easement area described in that certain easement dated , 20_ and recarded as Instrument No. , in the Real Property Records of Denton County, Texas (the "Permanent EasemenY'). Grantee's work related to the Project is referred to here as the "Work." Grantee's Work must be performed pursuant to, and in accordance with the City-approved plans for the Project. The TCE and TCE Property shall only be used by Grantee for the purposes of construction staging, stockpiling materials, and access to and from the Project work area (collectively, the "Permitted Uses") and for no use other than the Permitted Uses. Notwithstanding anything to the contrary, Grantee shall have no right to construct any permanent improvements on the TCE Property, nor any improvements that will continue to exist on the TCE Property after the Termination Date (defined below). Grantee is responsible for location and protection of all utilities and other improvements within the TCE Property prior to commencement, and during the execution, ofthe Work. Access to the Project area shall be limited to access through the TCE Properry itself, the easements described in the Permanent Easements, or public rights of way, and not across other property owned by Grantor in which Grantee has no such interest. Grantee shall not block, inhibit, or otherwise impede access to the other areas at any time. 3. Grantor reserves and retains the right to grant other rights and easements across, over, or under the TCE Properiy to such other persons as Grantor deems proper; provided, such other rights shall not unreasonably interfere with or prevent the use by Grantee of the TCE Property for the purpose set forth herein. 1560.029\87449.2 430 4. The TCE is not assignable by Grantee without the prior written consent of Grantor, which consent may be withheld in Grantor's sole and absolute discretion. 5. Grantor may use the TCE Property for any and all purposes which do not unreasonably interfere with or prevent the use by Grantee of the TCE Property for the purposes set forth herein. 6. The TCE shall automatically terminate upon the earlier of the completion of the Wark or months after the Effective Date of this Agreement (the "Termination Date"). In the event of a default by Grantee hereunder and the continuance of such default for 30 days after written notice by Grantor to Grantee of such default, Grantor shall have the right to immediately terminate this Agreement and the TCE upon written notice to Grantee. Grantee shall also have the right to terminate this Agreement and the TCE upon written notice to Grantor. In the event of any termination or expiration of this Agreement, Grantee shall remove all of its property and materials from the TCE Property and restore the TCE Property pursuant to paragraph S(and as otherwise required pursuant to this Agreement) as promptly as possible exercising commercially reasonable diligence and efforts. 7. Other than the Work and Permitted Uses described herein, Grantee shall not make any alterations, additions, or improvements to the TCE Property without Grantor's prior written consent, which may be withheld in Grantor's sole and absolute discretion. Grantee shall at all times comply with all applicable laws, rules, and ordinances of any governmental agency or authority. Grantee shall stay within the limits of the TCE Property or other property in which it holds an interest and shall not enter upon the adjacent land of Grantor without Grantor's express prior written consent to each such entry, which consent may be withheld in Grantor's sole and absolute discretion. No trespassing, ingress, or egress is allowed on the adjacent property in which Grantee has no interest. Grantor shall be notified at least 48 hours prior to Grantee entering the TCE Property for the first time, and Grantor shall have the right to have its representative present when Grantee enters the TCE Properiy for the first time. The TCE Property, and the adjacent properties, may be used for agricultural operations and may be in cultivation or may be subject to grazing by livestock. If required by Grantor, temporary fences and gates shall be constructed to specifications previously agreed by Grantor and Grantee. All gates shall be kept closed at all times, except when passing through same. No hunting, fishing, or other recreational activities nor activities other than the Permitted Uses or completion of the Work are allowed at any time. Grantee acknowledges receipt of the attached Exhibit "B" — Clarifications and Understanding of the Terms and Conditions for Temporary Construction Easements. 8. Prior to the end of the term of this Agreement, or upon any termination of this Agreement, Grantee shall, at no cost or expense to Grantor, promptly repair any damage to any improvements on the TCE Property and surrounding property and restore the surface to its condition that existed prior to Grantee's or any Grantee Party's entry thereon (including, but not limited to, the removal of rocks with a dimension of four inches (4") or larger, the replacement of any disturbed topsoil, either removed, stockpiled, and placed on site, or imported, the reseeding and establishment of grasses or other landscape of varieties acceptable to Grantor, (including fertilizer, temporary irrigation, or watering) and the repair, reconstruction, or replacement of fences) ofthe TCE Property and surrounding properly. Upon the expiration or termination ofthis 1560.029\87449.2 431 TCE, the TCE Property shall be left in a landscaped condition, free of all trash, litter garbage, refuse, and debris. 9. Grantee shall not use the TCE Property, or permit use of the TCE Property by any Grantee Party, in a manner which violates any law or regulation, or constitutes a public or private nuisance. Except far the normal use of fuels, lubricants, and chemicals required for the Work, Grantee shall not, and shall not permit the City, the City Contractor (defined below) or any oftheir respective employees, managers, officers, agents, contractors, subcontractors, suppliers, invitees, or representatives (each a"Grantee Party" and collectively, "Grantee Parties") to, locate, generate, manufacture, use, or dispose on or about the TCE Property any chemical, pollutant, waste, or other substance that is the subject of any law or regulation pertaining to public health, safety, protection, or conservation of the environment or regulation of Hazardous Substances. "Hazardous Substances" means any and all pollutants, toxic substances, hazardous materials, substances, or waste, including, but not limited to, petroleum, crude oil, or any fraction thereof. If Grantor in good faith believes that Hazardous Substances may have been located, generated, manufactured, used, or disposed of on or about the TCE Property by the Grantee or any of its employees, agents, contractors, subcontractors, suppliers, or invitees, Grantor may have environmental studies of the TCE Property conducted as it deems appropriate. In the event such studies reveal that a Hazardous Substance has been located, generated, manufactured, used, or disposed on or about the Property, except as noted above, the Grantee shall be responsible for the cost of such study. 10. Grantor Parties. For the purposes of this Agreement, the term "Grantor Parties" shall include Grantor, Grantor's affiliates and their respective equity owners, successors, and assigns, and such parties' respective officers, directors, employees, managers, agents, consultants, contractors, subcontractors, suppliers, invitees, and representatives. 11. Required Insurance. For purposes of this Agreement, the term "City Contractor" shall mean the City's general contractor for the Project. Notwithstanding anything to the contrary, commencing prior to entry onto the TCE Property by any Grantee Party, and through the remainder of the term of this Agreement, Grantee shall require the City Contractor, at Grantee's or the City Contractor's cost, to maintain a policy or policies of general liability insurance, including personal injury and property damage, with contractual liability coverage, in the amount of Two Million Dollars ($2,000,000.00) for property damage and Two Million Dollars ($2,000,000.00) per occurrence for personal injuries or deaths of persons occurring in or about the TCE Property. These policies must be issued by insurers licensed with the State of Texas on forms acceptable to Grantor, with the liability insurance endorsed to include Grantor as an additional insured and stating that such insurance is primary over any other insurance carried by Grantee or City's Contractor. All policies must also contain a waiver of subrogation in favor of Grantor. Evidence of such coverage in form and substance acceptable to Grantor must be furnished to Grantor prior to entry onto the TCE Property by Grantee, the City Contractor, or any Grantee Party. 13. Mechanic's Liens. If, as a result of or in connection with the activities of the Grantee Parties, any lien or claim far lien is filed against the TCE Property or any other property of Grantor, Grantee shall immediately give notice to Grantor thereof and cause such lien or claim for lien to be released of record within thirty (30) days after Grantee's receipt of notice of such lien. 1560.029\87449.2 432 15. Grantee shall cause any user of the TCE to clean public rights-of-way and easements used by Grantee in connection with the Work as reasonably necessary based on such user's activities. Grantee shall remove trash from the TCE Property and the rights-of-way described in the preceding sentence daily. 16. Grantee shall not bury any trash or waste material of any kind on the TCE Property. 17. All notices required or permitted hereby shall be in writing and become effective after being deposited in the U.S. Mail, certified or registered with appropriate postage prepaid or, if delivered by some other manner, when actually received. Notices to the parties shall be addressed as follows: To Grantor: [insert name and address] With a copy to: [insert name and address] To Grantee: City of Denton 215 East McKinney Street Denton, Texas 76201 Attn: City Manager's Office With a copy to: City of Denton 216 West Mulberry Street Denton, Texas 76201 Attn: Real Estate Office From time to time a party may designate a new address for the purpose of receiving notices hereunder by giving notice of its new address to the other party in the manner provided above. 18. Survival. The obligations of Grantee set forth herein shall survive any termination of this Agreement. 19. Counterparts. This Agreement may be executed by facsimile, electronic mail, or otherwise in multiple counterparts, each of which will, or all purposes, be deemed an original, but which together will constitute one and the same instrument. ADD SIGNATURE PAGES] 1560.029\87449.2 433 EXHIBIT "A" TCE PROPERTY see following pages] 1560.029\87449.2 434 EXHIBIT "B" CLARIFICATION AND UNDERSTANDING OF THE TERMS AND CONDITIONS FOR TEMPORARY CONSTRUCTION EASEMENTS In addition to the terms and conditions contained in the Temporary Construction Easement Agreement, the following conditions shall apply: 1. Any gates accessed by the contractor shall be kept closed at all times, except when passing through same, and locked whenever the contractor is not on-site. Grantee is responsible for repairing and restoring all siltation, erosion, drainage, and other effects its operations may cause to offsite streets, rights ofway, park areas, association property, and common areas. 2. Erosion control silt fence (or other approved silt control material) is required along the length of any construction areas, as well as in all channels, swales, or other low areas. 3. All vegetated and grassed areas damaged or disturbed by construction ofthe Project or by any Grantee Party's use ofthe TCE Properiy shall be restored as close as reasonably practical to pre-construction condition, including any irrigation, landscaping, or other improvements in adjacent open space area. Landscape and grasses must be established immediately upon completion of construction operations. In areas where grasses are Coastal Bermuda ("Coastal"), the grass must be reestablished by "plugging" and not by broadcast seeding. Ifweather conditions warrant, a winter rye mix approved by Grantor may be planted in lieu of the Coastal, with the Coastal being properly planted in the following spring (this requires that the winter rye by killed by use of a herbicide approved by Grantor, the ground stripped and plowed, and the Coastal being plugged and irrigated until such time that 70°/a coverage has been established). 4. Any existing fences damaged or removed for construction shall be replaced with comparable material reasonably acceptable to Grantor. 5. Temporary fences in grazing pastures shall be 5-strand barbed wire on steel T-posts spaced at 8' centers. Any modifications to the fencing requirements must be agreed to in writing by the Grantor. 6. Any gates or cattle guards damaged by construction shall be repaired or replaced, including all damaged materials, painting, and any other work required to return the gate or cattle guard to pre-construction condition. All trash and debris shall be collected and disposed of on a daily basis. 8. Grantee shall provide contact information (24 hours a day/7 days a week) for field supervisors and office personnel who can be contacted should any problems arise on the construction site. 9. Grantor Contact Information: [insert] 1560.029\87449.2 435 EXHIBIT E-2 - FORM OF PERMANENT EASEMENT ADDENDUM ADDENDUM TO PERMANENT EASEMENT This Addendum to the foregoing Easement (the "EasemenY') modifies the Easement as follows: 1. The Easement is not assignable by Grantee without the prior written consent of Grantor, which consent shall not be unreasonably withheld, conditioned, or delayed. 2. This section applies only to easements for underground linear infrastructure projects: Grantor reserves and retains the right to grant other rights and easements across, over, or under but not parallel and overlapping) the Property to such other persons as Grantor deems proper, provided such other grants do not interfere with the use of the Easement by Grantee for the purpose set forth herein. Notwithstanding anything to the contrary, Grantor and any future owners of the fee title to the Property and their designees shall retain the following rights with respect to the Property: a) to build fences (unless construction of said fence requires a building permit, in which case Grantor must obtain written consent from Grantee), one or more roads, driveways, alleys, and to construct underground utilities across, over, and under the Property; and b) to landscape the Property. Grantor and any future owner of the fee title to the Property shall locate any such fences, roads, alleys, or utilities crossing Grantee's facilities within the Property at an angle of approximately 90 degrees; provided, however, the crossing angle of such improvements with the facilities may be reduced to no less than 60 degrees to the extent such reduction is deemed appropriate or desirable by Grantor or such future owners of the Property in their reasonable discretion, but in no event shall such fences, roads, alleys, or utilities cross the facilities within the Property at less than a 60 degree angle without the prior consent of Grantee. The horizontal and vertical location of all fences, roads, alleys, or utilities or landscaping improvements within the Property shall be subject to reasonable minimum horizontal and vertical clearance requirements of the Grantee. The right of Grantor and any future owners of the Property to landscape the surface of the Property as set forth above shall not give Grantor and any future owners of the Property the right to place hardscape (such as fountains, walls, and retaining walls) on the surface of the Property without the prior written consent of Grantee so long as the construction of such hardscape does not require a building permit. In the event the construction of such hardscape does require a building permit, Grantor and any future owners must obtain from Grantee written consent of the construction. Further, Grantor, at its expense, shall have the right to relocate any facilities installed pursuant to this Easement provided that the level of service provided by such facilities at the new location will not be impaired or disrupted in any respect either in the process of such relocation or after the completion thereof and further provided that the new location is compatible with the then-existing adjacent infrastructure of Grantee. 3. Grantee shall repair any damage to improvements on the Property or surrounding property and restore the surface of the Property and surrounding property from damage resultiii4 from Grantee's use of the Property. 1560.026\87618.3 436 4. The Grantee shall not use the Property, or permit use of the Property by any other person, in a manner that violates applicable laws or regulations or constitutes a hazard to the health, safety, and/or welfare of the public. Except for the normal use of fuels, lubricants, and chemicals required to install said public infrastructure and their normal byproducts of use, the Grantee shall not, and shall not permit any of its employees, agents, contractors, subcontractors, suppliers, or invitees to generate, manufacture, or dispose of on or about the Property any hazardous substance. IfGrantor in good faith believes that a hazardous substance may have been generated, manufactured, or disposed of on or about the Property by the Grantee or any of its employees, agents, contractors, subcontractors, suppliers, or invitees, Grantor may have environmental studies of the Property conducted as it deems appropriate. In the event such studies reveal that a hazardous substance has been generated, manufactured, or disposed of on or about the Property, except as noted above, the cost of such studies shall be paid by Grantee. 5. Except with regard to those arising from the gross negligence or willful act or omission of Grantor, Grantor shall not be responsible for any claims, suits, losses, liability, costs, and expenses from a User's use of the Property. A"User" is defined to include any person, other than the Grantee, providing materials or service in connection with the design and construction of the Facilities. 6. All notices required or permitted hereby shall be in writing and become effective after being deposited in the U.S. mail, certified or registered with appropriate postage prepaid, or, if delivered by some other manner, when actually received. Notices to the parties shall be addressed as follows: To Grantor: with a copy to: To Grantee: City of Denton City Manager's Office 215 E. McKinney Street Denton, Texas 76201 with a copy to: From time to time a party may designate a new address for the purpose of receiving notices hereunder by giving notice of its new address to the other party in the manner provided above. 7. This grant of Easement shall automatically terminate and revert to Grantor or its successors in interest upon abandonment by Grantee. 8. This Easement and Addendum to be effective as of the date first set forth in the Easement. 9. In the event of a conflict between this Addendum and the Easement, the provisions of this Addendum shall control. 1560.026\876183 437 EXHIBIT E-3 INTENTIONALLY LEFT BLANK E chibit E-3 - Page 1 2009.013\878813 438 EXHIBIT F - DEVELOPER CERTIFICATION EXHIBIT F DEVELOPER CERTIFICATION DATE] Name of Issuer: Cole Ranch Improvement District No. 1 of Denton County Name of Bond Issue: Bonds, Series Cole Ranch Improvement District No. 1 of Denton Counry) Re: Developer Certification To whom it may concern: Pursuant to the Project Agreement (the "Pro ect Agreement") dated as of _, 2020, between (the "Owner") and the City of Denton, Texas, a Texas Home Rule municipality (the "C") and the requirements of the City and Cole Ranch Improvement District No. 1 of Denton County (the "District"), the [Developer] makes the following certiiications with respect to the real properiy that the [Developer] owns as a condition precedent to the District issuing bonds to reimburse the [Developer] for funds advanced for the Improvement Projects for which the District bonds are issued: l. Compliance with MPC Zoning. Development and use of the Property complies with the applicable zoning regulations, including the Master Planned Community zoning overlay district. 2. Parks, Open Space and Trails. The [Developer] [Owner] [District] dedicated the Park land and constructed the applicable Park Improvements required by the Project Agreement which Park land and Park Improvements are maintained by the [Owner][District]. 3. Infrastructure. The [Developer] [Owner] [District] constructed and dedicated public infrastructure required to serve development of the Property as required by the Project Agreement. 4. Municipal Facilities. The [Developer] [Owner] [District] dedicated the land and contributed funds towards the construction of capital improvements as required by the Project Agreement. 5. Affordable Housin. The [Developer] [Owner] [District] contributed funds towards the affordable housing as required by the Project Agreement. Any and all information provided by the [Developer], contained in this certification, to the best knowledge of the undersigned, is true and correct, as of [insert date]. Exhibit F - Page 1 2009.013\87881.3 439 Developer Signature Block] STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on , 2020 by , the of on behalf of said Notary Public, State of Texas E ibit F - Page 2 2009.013\87881.3 440 EXHIBIT G JOINDER AGREEMENT THIS JOINDER AGREEMENT (the "Joinder"), dated as of , 20_, is executed by and between (the "Original Developer") and (the "New Developer"), in connection with that certain Project Agreement (the "Project A reement") entered into between the City of Denton, Texas (the "C"), and the Original Developer, dated effective as ofApri17, 2020. Capitalized terms used herein shall have the definitions provided in the Proj ect Agreement. WHEREAS, before the New Developer may exercise any rights under the Project Agreement, the New Developer must enter into a joinder to the Project Agreement or a separate project agreement with the City; and WHEREAS, the new Developer desires to enter into and execute this Joinder in order to become a pariy to the Project Agreement with respect to area it owns within the Ranch Improvement District No. 1 of Denton County (the "District"). NOW THEREFORE, the Original Developer and the New Developer agree as follows: 1. Attached hereto as Exhibit "A" is a true, correct, and complete copy of the Project Agreement. The terms and provisions of the Project Agreement are incorporated herein for all purposes. 2. The New Developer hereby acknowledges, agrees, and confirms that, by its execution of this Joinder, the New Developer shall be deemed to be a"Party" to the Project Agreement, but only with respect to the portion of the District that it owns, and shall have all of the rights and obligations of the Original Developer thereunder with respect to the portion of the District that it owns, as if it had originally executed Project Agreement. The New Developer hereby ratifies, as of the date hereof, and agrees to be bound by, all of the applicable terms, provisions and conditions contained in the Project Agreement with respect to the portion of the District that it owns, to the same effect as if it were an original party thereto. From and after the date hereof, the Original Developer shall be released from subsequently performing any such obligations under the Project Agreement with respect to the portion of the District owned by the New Developer and from any liability that results from the New Developer's failure to perform such obligations. 3. Attached hereto as E ibit "B" is a description of the portion of the Improvement Projects (as defined in the Project Agreement) and other public infrastructure that the New Developer will cause the District to construct and finance, and the division of obligations regarding i) the dedication of Parks, (ii) the conveyance of land for municipal facilities, (iii) the contribution of funds for costs of capital improvements and land costs for municipal facilities, and (iv) the contribution of funds for the City's affordable housing program. From and after the date hereof, the Original Developer shall be released from subsequently perforrrung any such obligations under the Project Agreement with respect to the portion of the District owned by the New Developer and 1560.029\84387.9 441 from any liability that results from the New Developer's failure to perform such obligations. The maximum aggregate amount the District may reimburse the New Developer as described in Sections 5.01(a) and 5.08 of the Operating Agreement is $ , and such maximum aggregate amount applicable to the Original Developer is reduced by such amount. 4. The New Developer agrees to provide a copy of this Joinder to the City within 30 days for its execution by all parties. 5. The Parties intend that the City and the District, but no other parties, be third party beneficiaries of this Joinder. 6. This Joinder may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one agreement. 7. This Joinder shall be governed by and construed and interpreted in accordance with the laws of the State of Texas, and exclusive venue shall lie in Denton County, Texas. IN WITNESS WHEREOF, each party has caused this Joinder to be duly executed by its authorized officer as of the day and year first above written. SIGNATURE PAGE TO FOLLOW] 2 1560.029\84387.9 442 ORIGINAL DEVELOPER By: Name: • Title: Address: Fax: Phone: Email: NEW DEVELOPER By: Name: : Title: Address: Fax: Phone: Email: 1560.029\84387.9 443 Eghibit A Proiect Agreement E ibit A — Page 1 1560.029\84387.9 444 Exhibit B Description of the Portion of the Improvement Proiects to be Constructed and Financed and Division of Obligations E ibit B — Page 1 1560.029\84387.9 445 July 26, 2022 Mr. Gary Packan City of Denton Parks and Recreation Director 901 B Texas Street Denton, TX 76209 Subject: Cole Ranch – Phase 1 Parks, Trails and Open Space Proposal Reference: Cole Ranch – Phase 1 Preliminary Plat ‐ Application No. PP21‐0034 Cole Ranch Project Agreement – Instrument No. 93273 Recorded July 1, 2020 Dear Mr. Packan, We are pleased to provide this Proposal for the Cole Ranch Phase 1 Parks, Trails and Open Space in conformance with the Cole Ranch Phase 1 Preliminary Plat and the Cole Ranch Project Agreement, both as referenced above. The Proposal includes the following specific documents and exhibits for your review: 1. Phase 1 Parks, Trails and Open Spaces exhibit. 2. Summary of costs for Phase 1 Parks, Trails and Open Spaces and Park Development Fee calculations. 3. Phase 1 Neighborhood Park conceptual design, cost estimate and area calculations. 4. Cole Ranch Public Park Land Area Calculations table. 5. Cole Ranch Project Agreement – Exhibit B – Park Plan 6. Cole Ranch Project Agreement – Exhibit B – Park Requirements Tables As always, please feel free to contact us with any questions or comments you might have in this matter. Very Truly Yours, THE COLE RANCH COMPANY, LLC Ocie L. Vest, PE Southridge Park, LLC Attachments CC: Jennifer Alexander, Manager, The Cole Ranch Company 446 Passive Open SpaceNeighborhood ParkAmenity CenterDog Park10 Ft. Wide Regional TrailPHASE 1 PARKS,TRAILS & OPENSPACES1234132455Pocket Parks55555447 7/26/2022 Description Phase 1A Cost Phase 1B Cost Total Cost Amenity Center 2,593,386.00$ 2,593,386.00$ Dog Park 1,167,690.00$ 1,167,690.00$ Pocket Parks (3) 664,175.00$ 625,047.94$ 1,289,222.94$ Neighborhood Park 2,326,694.00$ 2,326,694.00$ FM 2449 Trail and Greenbelt 669,812.00$ 669,812.00$ Underwood Road Greenbelt 786,685.45$ 786,685.45$ Gas Well Park 1,361,469.00$ 904,554.53$ 2,266,023.53$ Lake Park 551,180.00$ 551,180.00$ Entry 543,452.00$ 340,400.00$ 883,852.00$ Neighborhood Street Landscaping 43,500.00$ 31,500.00$ 75,000.00$ Subtotal 9,921,358.00$ 2,688,187.92$ 12,609,545.92$ Contingency ‐ 10% 992,135.80$ 268,818.79$ 1,260,954.59$ Design Fees ‐ 10% 992,135.80$ 268,818.79$ 1,260,954.59$ Permitting Fees ‐ 1% 99,213.58$ 26,881.88$ 126,095.46$ General Contractor Markup ‐ 8% 793,708.64$ 215,055.03$ 1,008,763.67$ Totals 12,798,551.82$ 3,467,762.42$ 16,266,314.24$ Description Phase 1A Cost Phase 1B Cost Total Cost Amenity Center 2,593,386.00$ 2,593,386.00$ Dog Park 1,167,690.00$ 1,167,690.00$ Pocket Parks (3) 664,175.00$ 625,047.94$ 1,289,222.94$ Neighborhood Park 2,326,694.00$ 2,326,694.00$ Gas Well Park 1,361,469.00$ 904,554.53$ 2,266,023.53$ Lake Park 551,180.00$ 551,180.00$ Regional Trails ‐ 10 ft wide 279,600.00$ 118,200.00$ 397,800.00$ Subtotal 8,944,194.00$ 1,647,802.47$ 10,591,996.47$ Contingency ‐ 10% 894,419.40$ 164,780.25$ 1,059,199.65$ Design Fees ‐ 10% 894,419.40$ 164,780.25$ 1,059,199.65$ Permitting Fees ‐ 1% 89,441.94$ 16,478.02$ 105,919.96$ General Contractor Markup ‐ 8% 715,535.52$ 131,824.20$ 847,359.72$ Totals 11,538,010.26$ 2,125,665.19$ 13,663,675.45$ Description No. Dwelling Units Fee/DU Total Fees Single Family 700 291.00$ 203,700.00$ Multifamily 550 187.00$ 102,850.00$ Totals 1250 306,550.00$ Summary of Parks, Trails and Landscaped Open Space ‐ Cole Ranch Phase 1 Park Development Fees Calculation ‐ Cole Ranch Phase 1 Summary of Parks and Trails ‐ Cole Ranch Phase 1 448 cole ranch - neighborhood park #1 0 30’60’120’ Site boundary Proposed 100-yr floodplain Existing 100-yr floodplain conceptualmaster plan 1 5 4 6 6 2 2 3 3 7 7 8 Legend 01_ Blue Heron Lake 02_ Fishing pier 03_ 10’ regional trail 04_ Pavilion 05_ Playground 06_ On-street parking 07_ Lawn area 08_ Enhanced planting GROSS AREA: ± 8.6 ac FLOODPLAIN AREA: ± 5.2 ac (55%) DEDICATED AREA: ± 5.1 ac HARDSCAPE ITEM UNIT QTY. UNIT COST TOTAL sidewalk 5' width lf 3,195 $31.25 $99,844 10' concrete regional trail sf 14,000 $7.00 $98,000 medium shade structure ea 1 $75,000.00 $75,000 decomposed granite paving 10' width sf 9,000 $5.50 $49,500 signage allow 1 $60,000 $60,000 playground allow 1 $400,000.00 $400,000 stone retaining walls lf 900 $150.00 $135,000 drinking fountains ea 1 $3,500.00 $3,500 retaining wall fencing lf 600 $80.00 $48,000 fishing piers sf 1,500 $75.00 $112,500 site furnishings allow 1 $75,000.00 $75,000 lighting allow 1 $75,000.00 $75,000 Subtotal $1,231,344 LANDSCAPE ITEM UNIT QTY. UNIT COST TOTAL canopy trees ea 80 $950.00 $76,000 ornamental trees ea 40 $450.00 $18,000 sod sf 85,000 $0.75 $63,750 hydromulch sf 184,000 $0.15 $27,600 shrubs & groundcover sf 84,000 $7.50 $630,000 irrigation sf 200,000 $0.90 $225,000 site development costs (grading, drainage, water, electric) allow 1 $100,000.00 $100,000 Subtotal $1,095,350 Contingency $674,741 Grand Total $3,001,435 Cost/gross ac $349,004 Cost/ac $588,517 OPINION OF PROBABLE COST: The information shown is based on the best information available and is subject to change without notice. Cost esimate includes: • 10% contingency - $231,069• 10% design fees - $231,069• 2% permitting fees - $23,107• 8% contractor fee - $184,856 449 6/10/2022Min. Area Area Max. Area Floodplain Area Floodplain Area Area Provided Outside Total AdjustedPark Name Required (AC) Provided (AC) Floodplain (75%) (AC) Provided (AC) Reduction (3:1) Floodplain (AC) Area (AC)Neighborhood Park No. 1 5.00 8.60 6.45 5.20 1.73 3.40 5.13City Park 50.00 76.00 57.00 38.00 12.67 38.00 50.67Neighborhood Park No. 2 5.00 5.20 3.90 0.00 0.00 5.20 5.20Notes:Maximum percentage of floodplain area (75%) and floodplain area ratio reduction (3:1) per Ordinance No. 98‐039.Cole Ranch Public Park Land Area Calculations450 EXHIBIT B - PARK PLAN 451 1 2/11/2020 Multi-Family Units Single Family Units Park Dedication Requirement *Requirement with 50% Reduction Developer Planned Dedication Amount Park Development Fees (as of 12/2019) Cole Ranch 3,200 5,900 55.7 27.85 60** $2,315,300 Cole Ranch Access Open to public Open to public Open to public Open to public Private Open to public Open to public Cole Ranch - Park Improvement Summary Tables EXHIBIT "C" *10' trails will have a 30' easement and 6' trails will have a 26' easement, this allows for additional space if needed for programming, easement could be modified as needed pending space allocation *The City of Denton will have an access easement on all trails outside of the right-of-way *All mileage on the trails is approximate until design is finalized 12 Miles 14 Miles Total Trails 26 Miles 10' Regional Trails 6" Community Trails Trail System (Not required by the Park Dedication and Development Ordinance) Park Dedication and Development Requirements for Cole Ranch *Per Ordinance 98-039 up to 50% reduction where substantial private park and recreational area proposed. Development is not using this credit and providing the minimum required amount of park land and devleopment **1x 50 acre City Park & 2x 5 acre Neighborhood Parks (minimum) ***Developer financial commitment to construct City -owned parks includes only the City Park and Neighobrhood Parks Parks and Trails - Ownership, Maintenence and Access Description Ownership Maintenance City Park**City District/HOA District/HOA with PAE District/HOA District/HOA with PAE Neighborhood Park Dog Park* Pocket Park* Amenity Centers Trails* City District/HOA with PAE ** City is responsible for the maintenance and operation of any buildings/structures not constructed by the developer such as a recreation center, skate park , etc. * PAE - Public Access Easement Lakes*District/HOA with PAE District/HOA District/HOA District/HOA District/HOA District/HOA District/HOA Page 1 of 2 EXHIBIT 'B' 452 2 Meets the ten minute walk provision Passive park use with landscaping, benches, etc. Private amenity centers with dedicated parking On-street parking provided for pocket parks Landscaped with trees, benches and drinking fountains On-street parking provided Pocket Parks/Amenity Centers Aprroximately one-half to one acre in size Estimated 15 park/amenity center areas Minimum 5 acres eachNeighborhood Park Provided adjacent to each elementary school site if agreed by City and DISD Minimum two Neighborhood Parks Playground designed for ages 2-5 and 5-12 Dog Park Approximately 3 acres One enclosed dog free-play facility provided Up to three play areas included in the design Dedicated parking area Picnic Tables, Trash Cans and Benches Playground area with equipment incorporating shade structures Trails Practice fields for baseball, softball, soccer and football Dedicated parking area Park Improvements Park Type Description of Improvements City Park Minimum 50 acres Page 2 of 2 453 0 400’800’1600’Park Plan Cole Ranch February 14, 2020 Out Parcel Out Parcel 35W 35W City Park Riparian Buffer and Water Related Habitat ESA Min. 5 ac Neighborhood ParkHigh School Middle School Elementary School Elementary School Dog Park Min. 5 ac Neighborhood Park 100-Year FEMA Floodplain Floodplain Floodplain Tom Cole Road Vintage Dr.Underwood Dr.Denton Enterprise Airport Future Loop 288City of Denton Town of Argyle Allred Road FM 2449 H. Lively Road C. Wolfe RoadJohn Paine RoadRobson Ranch Road Existing City Park Future Loop 288 Note: The location and size of proposed parks, trails, ESA and schools are approximate and general in nature and subject to change. Note: School sites shown on this plan are planned, but not required. Land underlying a school site shown on this plan may be developed in accordance with the base zoning district regulations. Note: Amenity centers will be privately owned and maintained, and will not be accessible to the general public. Pocket Park Pocket Park Existing Lake Legend Site Boundary ACLUD 10’ wide Regional Trail 6’ wide Neighborhood Trail * City Park School Existing City Park Neighborhood Park Pocket Park Dog Park Floodplain Existing Lakes * trails within ESA areas may be natural surface trailsACLUD 1ACLUD 2ACLU D 2 454 Cole Ranch Neighborhood #1 Park Master Plan Parks and Recreation October 25, 2022 PAC 12/4/20204, 2020 10/25/22 ID 22-2085 455 History of Project 10/25/2022 •Cole Ranch is an approximately 3,400-acre property located west of I-35 West. •Per the development agreement approved by Council in April 2020,Cole Ranch is required to build,maintain and dedicate 60 acres of park land to the City of Denton. •Agreement also states required amenities within the park. •Master Plan supported by Parks,Recreation and Beautification Board. 10/25/22 ID 22-2085 456 10/25/2022 10/25/22 ID 22-2085 Park Location 457 Park Location 10/25/22 ID 22-2085 458 Project Details Ordinance 20-760 Project Agreement Exhibit 3 10/25/22 ID 22-2085 459 10/25/2022 10/25/22 ID 22-2085 Project Details 460 10/25/2022 HARDSCAPE ITEM UNIT QTY.UNIT COST TOTAL sidewalk 5'width lf 3,195 $31.25 $99,844 10'concreteregional trail sf 14,000 $7.00 $98,000 medium shade structure ea 1 $75,000.00 $75,000 decomposed granite paving 10'width sf 9,000 $5.50 $49,500 signage allow 1 $60,000 $60,000 playground allow 1 $400,000.00 $400,000 stone retaining walls lf 900 $150.00 $135,000 drinking fountains ea 1 $3,500.00 $3,500 retaining wall fencing lf 600 $80.00 $48,000 fishing piers sf 1,500 $75.00 $112,500 site furnishings allow 1 $75,000.00 $75,000 lighting allow 1 $75,000.00 $75,000 Subtotal $1,231,344 LANDSCAPE ITEM UNIT QTY.UNIT COST TOTAL canopy trees ea 80 $950.00 $76,000 ornamental trees ea 40 $450.00 $18,000 sod sf 85,000 $0.75 $63,750 hydromulch sf 184,000 $0.15 $27,600 shrubs &groundcover sf 84,000 $7.50 $630,000 irrigation sf 200,000 $0.90 $225,000 site development costs(grading,drainage, water, electric) allow 1 $100,000.00 $100,000 Subtotal $1,095,350 Contingency $674,741 Grand Total $3,001,435 Cost/Gross acre $349,004 Cost/acre $588,517 •Estimated construction costs Cole Ranch Neighborhood Park #1 10/25/22 ID 22-2085 461 10/25/2022 COLE RANCH PHASE 1 -ASSESSMENT Dwelling Type Units 1998 Ordinance 2022 Ordinance $291.00/SF &$187/MF $2,515.00/SF &$1,741/MF Single-Family 711 $206,901 $1,788,165 Multi-Family 550 $102,850 $957,550 TOTALS 1,261 $309,751 $2,745,715 Total Estimated Park Construction Expense $3,001,435 •Comparison of 1998 versus 2022 ordinance and projected park cost. Park Dedication Ordinance 10/25/22 ID 22-2085 462 Questions? 10/25/22 ID 22-2085 463 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 22-1779,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas, denying Oncor Electric Delivery Company LLC’s application to increase rates related to Oncor’s statement of intent to increase rates filed on or about May 13, 2022; requiring the reimbursement of municipal rate case expenses; finding that the meeting complies with the open meetings act; making other findings and provisions related to the subject; and declaring an effective date City of Denton Printed on 10/21/2022Page 1 of 1 powered by Legistar™464 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/DCM/ACM: Sara Hensley, City Manager DATE: October 25, 2022 SUBJECT Consider adoption of an ordinance of the city of City of Denton, Texas, denying Oncor Electric Delivery Company LLC’s application to increase rates related to Oncor’s statement of intent to increase rates filed on or about May 13, 2022; requiring the reimbursement of municipal rate case expenses; finding that the meeting complies with the open meetings act; making other findings and provisions related to the subject; and declaring an effective date BACKGROUND On or about May 13, 2022, Oncor Electric Delivery Company LLC (“Oncor” or “Company”) filed a Statement of Intent to increase its revenues by approximately $251 million, which equates to a net increase of approximately 4.5% in Oncor’s overall revenue. Oncor proposed to implement its proposed increase in rates effective June 17, 2022. On June 7, 2022, the City took initial action on Oncor’s application and suspended Oncor’s proposed effective date to keep Oncor’s proposed rates from going into effect. This permitted the City, through its participation in the Alliance of Oncor Cities (“AOC”), an opportunity to review the rates and, if prudent, negotiate on behalf of Oncor customers within the City of Denton for a more reasonable rate increase. AOC could not come to an agreement with Oncor on negotiated rates and is recommending its member cities deny Oncor’s rate increase. This will likely result in Oncor appealing the matter to the Public Utility Commission of Texas (“PUCT”) for a final determination of rates. City of Denton Jurisdiction Municipalities have exclusive, original jurisdiction over an electric utility’s rates, services, and operations within a city’s boundaries. This means that for a utility like Oncor to change its rates it must seek approval to do so from the city in which it provides its service. Even if a city has ceded its jurisdiction to the PUCT, a city nonetheless has the statutory right to participate in rate proceedings before the PUCT. But, the PUCT has appellate jurisdiction over rate-setting decisions a city makes. This means that Oncor may appeal to the PUCT, a city’s decision regarding rates. Previous Suspension of Oncor Rates Oncor filed its Statement of Intent to raise rates with the City and with the PUCT on the same date, May 13, 2022. On June 7, City acted to suspend the effective date of Oncor’s requested rate increase by 90 days. Contemporaneously with the City’s prior action to suspend the rate increase, the City also: (1) authorized intervention in proceedings related to Oncor’s proposed rate increase as a member of the coalition of cities known as the Alliance of Oncor Cities; (2) directed Oncor to reimburse AOC’s rate case City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 465 expenses; and (3) retained the law firm of Herrera Law and Associates, PLLC with respect to rate proceedings involving Oncor before the Public Utility Commission of Texas and courts of law and to retain consultants to review Oncor’s rate application subject to AOC’s approval. Public Utility Commission of Texas Proceedings Because Oncor filed its application with the City and with the PUCT on the same date, the City, as part of the AOC intervened in the proceedings before the PUCT. During the suspension period, through AOC the City participated in the proceedings, including hearings, at the PUCT. AOC through its Special Counsel, Herrera Law & Associates, PLLC, engaged rate consultants to evaluate Oncor’s proposal to increase rates and is participating in the hearings being held as directed by the PUCT. The hearings regarding Oncor’s application to increase rates are expected to run through October 5, 2022, after which the administrative law judges’ (“ALJs”) will issue a proposal for decision (“PFD”). The ALJs’ proposal for decision will be presented to the PUCT commissioners likely sometime in February 2023, for a final decision. Areas of Concern with Oncor Rate Request While there were numerous issues raised by Oncor’s application to increase rates, AOC focused on several key issues that standing alone have the greater effect on Oncor’s proposed increase: Oncor’s rate of return, its depreciation expense, Oncor’s funding for its self-insurance reserve and its incentive compensation for its employees including its executives, and Oncor’s post Test Year adjustment to its payroll expense. Regarding Oncor’s rate of return, AOC’s rate expert concluded that a rate of return of 6.31% was a reasonable return that would allow Oncor continued access to the capital markets to raise financing for its ongoing operations. By comparison, Oncor proposed a rate of return of 7.05%. AOC’s rate expert’s proposed rate of return is comprised of 57.20% long-term debt and 42.50% common equity; a cost of long-term debt of 4.39%; and a cost of equity (aka, return on equity) of 8.90%. By comparison, Oncor’s rate of return is based on a capital structure of 55.00% long-term debt and 45.00% common equity; the same cost of long-term debt of 4.39%; and a cost of equity of 10.30%. The effect of AOC’s expert’s conclusion regarding Oncor’s rate of return is a decrease of about $177.8 million to Oncor’s requested increase in rates. With regard to Oncor’s depreciation expense, Oncor’s rate expert concluded that Oncor’s depreciation expense should be decreased by about $75.0 million. Regarding Oncor’s self-insurance reserve, though AOC’s expert did not disagree with the amount of Oncor’s funding for its self-insurance reserve, AOC’s expert-recommended amortization of 10 years (versus Oncor’s proposed 5-year amortization). The effect of a longer amortization period is to reduce Oncor’s request for self-insurance reserve is a decrease of $58.9 million to Oncor’s proposed increase. With regard to Oncor’s incentive compensation expense, AOC’s expert recommended a decrease of $29.8 million to Oncor’s proposed amount for incentive compensation. With regard to Oncor’s proposed post Test Year adjustment to increase its payroll expense, AOC’s expert recommended a decrease of $9.2 million to Oncor’s proposed increase. Combined, AOC’s experts’ conclusions regarding Oncor’s rate of return, depreciation expense, self- insurance reserves, incentive compensation, and payroll adjustment combined equate to a decrease of about $211.7 million to Oncor’s proposed increase of about $251 million. In addition to AOC’s analysis, parties representing other municipalities in the proceeding before the PUCT also concluded that Oncor’s requested increase was too high. Those parties proposed a decrease of about 466 $314 million to Oncor’s proposed increase in rates. Added to AOC’s findings, AOC and the other cities participating in the proceeding before the PUCT recommended that the PUCT reduce Oncor’s proposed increase of $251 million, by about $525.7 million. The effect of these recommendations is that AOC and the other cities participating in Oncor’s rate case at the PUCT, recommended to the PUCT that Oncor’s present revenue be decreased by about $275 million. Rate Case Expenses Cities, by statute, are entitled to recover their reasonable rate case expenses from the utility. The accompanying Resolution directs Oncor to continue to reimburse AOC’s rate case expenses on a monthly basis based on a presentation of approved invoices from the cities. Conclusion AOC’s Special Counsel and consultants’ analyses found that Oncor’s rates should be decreased. However, because: (1) the PUCT has appellate jurisdiction over the City’s actions setting Oncor’s rates; and (2) any rate the City sets would be in effect for only a short period, AOC’s Special Counsel recommends that the City deny Oncor’s proposed increase in rates. Additionally, to do otherwise could cause significant confusion in the pricing of electricity by retail electric providers (“REPs”). The REPs are the entities that sell electricity services to end-use customers and have a direct relationship with the end-use customer. The REPs generally need from four to six weeks to change their billings to customers. Thus, requiring Oncor to change its rates consistent with Oncor’s and the other cities’ rate experts’ findings pending Oncor’s appeal to the PUCT, likely would not provide the REPs sufficient time to adjust their billings to end-use customers, and likely would require the REPs to change their billings twice: once to conform their billings to the City’s decision and again to conform their billings to the PUCT’s decision. A denial of Oncor’s proposed increase maintains the status quo until the PUCT issues its final order regarding Oncor’s rates and provides the REPs adequate time for the REPs to change their billings to end- use customers. The City must take final action on Oncor’s proposed increase by no later than October 30, 2022. If the City does not take action by October 30, 2022, Oncor’s proposed rates will be deemed approved by operation of law. OPTIONS 1.Deny rate increase and allow the PUCT to issue a final order 2.Take no action and allow Oncor’s proposed rates to take effect 3.Postpone to Oct. 25, 2022, for a decision on that date RECOMMENDATION Denial of the Oncor rate increase request PRIOR ACTION/REVIEW (Council, Boards, Commissions) June 7, 2022 – Suspension of Oncor’s rate increase effective date Oct. 7, 2022 – Internal Staff Report regarding denial of rate increase EXHIBITS 1.Agenda Information Sheet2.Ordinance3.Presentation 4. LLC Member Check 467 Respectfully submitted: Ryan Adams Chief of Staff 468 PAGE 1 of 3 ORDINANCE NO. ________________ AN ORDINANCE OF THE CITY OF DENTON (“CITY”) DENYING ONCOR ELECTRIC DELIVERY COMPANY L.L.C.’S APPLICATION TO INCREASE RATES RELATED TO ONCOR’S STATEMENT OF INTENT TO INCREASE RATES FILED ON OR ABOUT MAY 13, 2022; REQUIRING THE REIMBURSEMENT OF MUNICIPAL RATE CASE EXPENSES; AND DECLARING AN EFFECTIVE DATE WHEREAS, Oncor Electric Delivery Company L.L.C. (“Oncor” or “Company”) filed a Statement of Intent with the City on or about May 13, 2022, to increase its revenues; and WHEREAS, Oncor initially proposed to implement its proposed increase in rates on or about June 17, 2022, and WHEREAS, Oncor’s proposed increase in rates, if approved or implemented, would result in an increase of approximately $251 million in its annual revenue, which equates to an overall increase in revenue of approximately 4.5%; and WHEREAS, the City is a regulatory authority under the Public Utility Regulatory Act (“PURA”) and under Chapter 33, §33.001 et seq. of PURA has exclusive original jurisdiction over Oncor’s rates, operations, and services within the municipality; and WHEREAS, in order to maximize the efficient use of resources and expertise in reviewing, analyzing and investigating Oncor’s rate request and its changes in tariffs the City coordinated its efforts with a coalition of similarly situated municipalities known as the Alliance of Oncor Cities (“AOC”); and WHEREAS, Oncor failed to establish that its overall revenue request resulted in no more than an amount that will permit Oncor a reasonable opportunity to earn a reasonable return on the utility’s invested capital used and useful in providing service to the public in excess of the utility’s reasonable and necessary operating expenses; and WHEREAS, Oncor failed to establish that its proposed rates were just and reasonable; and WHEREAS, the City has previously: (1) suspended Oncor’s proposed rate increase by 90 days; (2) authorized intervention in proceedings related to Oncor’s proposed rate increase as a member of the coalition of cities known as the Alliance of Oncor Cities; (3) directed Oncor to reimburse AOC’s rate case expenses; and (4) retained the law firm of Herrera Law & Associates, PLLC with respect to rate proceedings involving Oncor before the City, the Public Utility Commission of Texas, and courts of law and to retain consultants to review Oncor’s rate application subject to AOC’s approval. NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: 469 PAGE 2 of 3 SECTION 1. The findings set out in the preamble are in all things approved and incorporated herein as if fully set forth. SECTION 2. Oncor failed to show its proposed rates are just and reasonable. SECTION 3. The City hereby DENIES Oncor’s request to increase rates and in support of DENIAL finds that: a) Oncor failed in its burden of proof to establish its requested increase in revenue, or the changes set forth in its tariffs attached to Oncor’s Statement of Intent to increase rates, results in just and reasonable rates; b) Oncor failed in its burden of proof to establish adoption of its proposed rate base, expenses, investment, return on equity, and other rate issues as presented in Oncor’s Statement of Intent to increase rates, result in just and reasonable rates. SECTION 4. The City hereby orders Oncor to reimburse the City’s rate case expenses as provided in the Public Utility Regulatory Act and t Oncor shall continue to do so on a monthly basis and within 30 days after submission of the AOC’s invoices for the AOC’s reasonable costs associated with the City’s activities related to this rate review or to related proceedings involving Oncor before the City, the Public Utility Commission of Texas, or any court of law. SECTION 5. The City, in coordination with the AOC, delegates to the City Manager and/or the City Attorney, or designee of such office, review of the invoices of the lawyers and rate experts for reasonableness before submitting the invoices to Oncor for reimbursement. SECTION 6. A copy of this ordinance shall be sent to Mr. Matt Henry, Vice President, General Counsel, Oncor, 1616 Woodall Rodgers Expressway, Dallas, Texas, 75202; Mr. Robert Schmidt, Regulatory Manager, Oncor/Regulatory Financial, 1616 Woodall Rodgers Expressway, Dallas, Texas, 75202; and to Mr. Alfred R. Herrera, Herrera Law & Associates, PLLC, 4400 Medical Pkwy, Austin, Texas 78756. SECTION 7. 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 8. This ordinance supersedes any prior inconsistent or conflicting resolution or ordinance. SECTION 9. This ordinance shall become effective from and after its passage. 470 PAGE 3 of 3 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 day of ________________________, 2022. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 471 Denial of Oncor Rate Increase Ryan Adams City Manager’s Office October 25, 2022 ID 22-1779 472 Oncor Service in Denton •1,233 Oncor customers in Denton •Denton retains Original Jurisdiction over Oncor rates •Changes in rates must seek City approval •City has right to participate in rate proceedings at the Public Utility Commission of Texas (PUCT) if City action is appealed by Oncor •Denton participates in a coalition of cities, Alliance of Oncor Cities (AOC), to evaluate rate requests 22-1779; 10/25/22 2 473 Oncor Rate Request and Suspension •Oncor issues Statement of Intent to increase revenues •Provided to the City in mid-May with effective date of June 17, 2022 •Appx. $251M (4.5%) increase across its service area •Suspension of rate increase by City Council on June 7, 2022 •Suspended implementation of the increase •Permitted City, with other AOC cities, to hire consultants to review rates 22-1779; 10/25/22 3 474 Rate Increase Review •Review focused on rate of return, depreciation expense,self- insurance reserve, incentive compensation, and other drivers •AOC, along with other coalitions of cities, found that the increase was too high and proposed rate decreases. •Recommended decrease of $211.7M across service-area •Recommended rate decreases to PUCT 22-1779; 10/25/22 4 475 Recommendation to Deny Rate Increase •AOC was unable to negotiate a mutually acceptable rate alternative with Oncor •Staff recommends denial of rate increase request •Would leave the final decision to PUCT (likely Feb. 2023) •Current rates would hold steady •Eliminates any confusion by adopting “interim” rates while PUCT considers the issue •Denial must occur by Oct. 30, 2022. 22-1779; 10/25/22 5 476 Questions? 22-1779; 10/25/22 6 477 478