2010-299ORDINANCE NO. 2010-299
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH CAMP, DRESSER & MCKEE, INC. FOR PREPARATION OF
A SUSTAINABILITY PLAN AND IMPLEMENTATION STRATEGY FOR THE CITY OF
DENTON; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING
AN EFFECTIVE DATE (RFP 4536 IN AN AMOUNT NOT TO EXCEED $169,190).
WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance
is being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; and
WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. The City Manager is hereby authorized to enter into a professional service
contract with Camp, Dresser & McKee, Inc., to oversee the development of a sustainability plan and
an implementation strategy for the City of Denton, a copy of which is attached hereto and
incorporated by reference herein.
SECTION 11. The City Manager is authorized to expend funds as required by the attached
contract.
SECTION III. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION IV. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the U/ _ day of 2010.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY illjlll,~Vp
7~"4~ g
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
t
BY:
3-O P 4536
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STATE OF TEXAS §
COUNTY OF DENTON §
PROFESSIONAL SERVICES AGREEMENT
FOR PREPARATION OF A SUSTAINABILITY PLAN AND AN IMPLEMENTATION
STRATEGY FOR THE CITY OF DENTON, TEXAS
THIS AGREEMENT is made and entered into as of the o 1_ day of da.,IcM L H ,
2010, 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 Camp Dresser & McKee, Inc., with its corporate offices at 777 Taylor
Street, Suite 1050, Fort Worth, Texas 76102, hereinafter called "CONSULTANT," acting herein,
by and through their respective duly authorized officers and representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with the CONSULTANT, as an independent contractor,
and the CONSULTANT hereby agrees to perform the services herein 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, Creation of a Sustainability Plan and
Implementation Strategy for the City of Denton, Texas.
ARTICLE II
SCOPE OF SERVICES
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
Scope of Services which is attached hereto as Exhibit "A" and is incorporated by
reference as if set forth fully herein.
B. 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.
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ARTICLE III
ADDITIONAL SERVICES
Additional services shall be requested in writing by the OWNER and shall be in
accordance with the Cost Schedule described in Article V.C., hereunder.
ARTICLE IV
PERIOD OF SERVICE
This Agreement shall become effective upon execution of this Agreement by the
OWNER and the CONSULTANT and upon issuance of a notice to proceed by the OWNER, and
shall remain in force for a period of eighteen (18) months, which may reasonably be required for
the completion of the Project, including Additional Services, if any, and any required extensions
approved by the OWNER. This Agreement may be sooner terminated in accordance with the
provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all
reasonable efforts to complete the services set forth herein as expeditiously as possible and to
meet the schedule established by the OWNER, acting through its City Manager or his designee.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
"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 the hourly rates shown in Exhibit "B" which is attached hereto and is
incorporated by reference as if set forth fully in this Agreement, a total fee, including
reimbursement for direct non-labor expenses not-to-exceed $169,190.
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
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payments by the OWNER for any charge, expense, or reimbursement above the
maximum not-to-exceed fee as stated above, without first having obtained written
authorization from the OWNER. The CONSULTANT shall not proceed to perform the
services listed in Article III "Additional Services," without obtaining prior written
authorization from the OWNER.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate shown in Exhibit "B." Payments for additional services shall
be due and payable upon submission by the CONSULTANT, and shall be paid in
accordance with subsection B of this Article IV. Statements shall not be submitted more
frequently than monthly.
D. PAYMENT: If the OWNER fails to make undisputed payments due the CONSULTANT
for services and expenses within thirty (30) days after receipt of the CONSULTANT's
undisputed statement thereof, prompt payment act interest as provided in Chapter 2251 of
the Texas Government Code shall be paid on the amounts due the CONSULTANT. In
addition, the CONSULTANT may, if it has not received payment by the thirty-first (31 S)
day after receipt of statement, after giving ten (10) days written notice to the OWNER,
may suspend services under this Agreement until the CONSULTANT has been paid in
full all amounts due for services, expenses, and charges owed to date; provided, however,
nothing herein shall require the OWNER to pay prompt payment act interest if the
OWNER has a bona- fide dispute with the CONSULTANT concerning the payment or if
the OWNER reasonably determines that the work is unsatisfactory, in accordance with
this Article IV, "Compensation" and the OWNER notifies CONSULTANT in writing
with fifteen (15) days after the receipt of a billing statement from CONSULTANT of the
unsatisfactory work, specifying the OWNER's complaint.
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
shall become the property of the OWNER upon the termination of this Agreement. If either party
terminates this Agreement prior to its completion, the OWNER is entitled to originals of all
documents that have been produced and paid for by OWNER by CONSULTANT up to the date
of termination. 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
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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
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 IX
INDEMNITY AGREEMENT
The CONSULTANT shall indemnify and save and hold harmless the OWNER and its
officers, 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
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 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 X
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in the State
of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carriers of at least an "A-" or above:
A. Commercial General Liability Insurance with bodily injury limits of not less than
$500,000 for each occurrence and not less than $500,000 in the aggregate, and with
property damage limits of not less than $100,000 for each occurrence and not less than
$100,000 in the aggregate.
B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for
each person and not less than $500,000 for each accident, and with property damage
limits of not less than $100,000 for each accident.
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C. Worker's Compensation Insurance in accordance with statutory requirements, and
Employers' Liability Insurance with limits of not less than $100,000 for each accident.
D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
E. The CONSULTANT shall furnish insurance certificates or insurance policies at the
OWNER's request to evidence such coverages. The insurance policies shall name the
OWNER as an additional insured on all such policies except for the professional liability
policy, and shall contain a provision that such insurance shall not be canceled or modified
without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such
event, the CONSULTANT shall, prior to the effective date of the change or cancellation,
serve substitute policies furnishing the same coverage.
ARTICLE XI
MEDIATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to mediation. No mediation arising out of or relating to this Agreement may proceed
without the agreement of both parties to submit the dispute to mediation. The location for the
mediation shall be the City of Denton, Denton County, Texas unless a different location is
agreed to by the parties.
ARTICLE XII
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 thirty (30) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating parry 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
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Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XIII
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. CONSULTANT retains design
responsibility and liability at all times during this Agreement and after completion of this
Agreement.
ARTICLE XIV
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. All notices shall be deemed effective upon receipt by the party to whom such
notice is given, or within three (3) days' mailing.
Alternatively, notice may be provided by electronic means once OWNER and
CONSULTANT exchange e-mail addresses in writing. In that event the notice shall be effective
as of the date of receipt of the e-mail if received by 5 p.m. on that business day. Otherwise, it
shall be deemed received as of the next business day.
To CONSULTANT:
Camp, Dresser & McKee, Inc.
Douglas Varner, P.E.
777 Taylor Street, Suite 1050
Fort Worth, Texas 76102
To OWNER:
City of Denton, Texas
City Manager
215 East McKinney Street
Denton, Texas 76201
Katherine Barnett-White
Sustainability & Utility Project Coordinator
Utility Administration
215 East McKinney Street
Denton, Texas 76201
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ARTICLE XV
ENTIRE AGREEMENT
This Agreement, consisting of twenty (20) pages and two (2) exhibits, constitutes the
complete and final expression of the agreement of the parties, and is intended as a complete and
exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous
offers, promises, representations, negotiations, discussions, communications, and agreements
which may have been made in connection with the subject matter hereof.
ARTICLE XVI
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 XVII
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 they may now read or
hereinafter be amended.
ARTICLE XVIII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
physical handicap.
ARTICLE XIX
PERSONNEL
A. The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, nor 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.
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C. In those instances deemed necessary by the OWNER, the CONSULTANT, its employees
and/or its Sub-consultants shall be required to submit to background checks.
ARTICLE XX
ASSIGNABILITY
The CONSULTANT shall not assign any of its scope of work under this Agreement, and
shall not transfer any of its scope of work under this Agreement (whether by assignment,
novation, or otherwise) without the prior written consent of the OWNER. Should the
CONSULTANT assign any part of the monies due under this Agreement, CONSULTANT is
required to provide written notice of the same to OWNER. Any assignment of monies due under
this Agreement shall not change any of the terms or conditions of this Agreement to include, but
not limited to the terms and conditions for payment under this Agreement.
ARTICLE XXI
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 parry 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 XXII
MISCELLANEOUS
A. The following exhibits are attached hereto and made a part of this Agreement:
Exhibit "A" - Scope of Services
Exhibit "B" - Estimated Cost and Hourly Rates
Standard of Care: The standard of care for all professional engineering and related
services performed or furnished by the CONSULTANT under this agreement will be the
care and skill ordinarily used by members of CONSULTANT'S profession practicing
under similar conditions at the same time and in the same locality.
B. Mutual Waiver of Consequential Damages: Notwithstanding any other provision of this
Agreement to the contrary, neither party including their officers, agents, servants and
employees shall be liable to the other for lost profits or any special, indirect, incidental, or
consequential damages in any way arising out of this Agreement however caused under a
claim of any type or nature based on any theory of liability (including, but not limited to:
contract, tort, or warranty) even if the possibility of such damages has been
communicated.
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Limitation of Liability: In no event shall CONSULTANT'S total liability to OWNER
and/or any of the OWNER'S officers, employees, agents, contractors, or subcontractors
for any and all injuries, claims, losses, expenses or damages whatsoever arising out of or
in any way related to this Agreement from cause or causes, including, but not limited to,
CONSULTANT'S wrongful act, omission, negligence, errors, strict liability, breach of
contract, breach of warranty, express or implied, exceed the total amount of fee paid to
CONSULTANT. However, the parties understand and stipulate that this provision
operates independently from the insurance coverage otherwise required to be maintained
by this Agreement.
C. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after
the final payment or after final completion of all work required under this Agreement,
whichever is longer, have access to and the right to examine any directly pertinent books,
documents, papers, correspondence, to include e-mails, and records of the
CONSULTANT involving transactions relating to this Agreement. CONSULTANT is
required to maintain and make available all electronic records associated with this
Agreement for purposes of examination. CONSULTANT agrees that OWNER shall
have access during normal working hours to all necessary CONSULTANT facilities and
shall be provided adequate and appropriate working space in order to conduct audits in
compliance with this section. OWNER shall give CONSULTANT reasonable advance
notice of intended audits. This paragraph shall work in conjunction with the Audit
provision set forth in Article XXII hereinbelow.
D. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton
County, Texas. This Agreement shall be construed in accordance with the laws of the
State of Texas.
E. For the purpose of this Agreement, the key person shall be Amelia L. Pellegrin, AICP,
LEED AP, Principal; and Douglas Varner, P.E., Principal will be the project manager.
However, nothing herein shall limit CONSULTANT from using other qualified and
competent members of its firm to perform the services required herein. CONSULTANT
understands that OWNER is to be informed of the removal or loss of any of the key
persons working under this Agreement. CONSULTANT also agrees to provide the
OWNER with notice of the name(s) of who it intends to replace the key person.
OWNER shall have a right to reject any replacement key person(s) and CONSULTANT
agrees to name a replacement key person(s) acceptable to the OWNER.
F. 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.
G. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's
disposal all available information pertinent to the Project, including previous reports, any
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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.
H. 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.
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONSULTANT shall retain such books,
records, documents and other evidence pertaining to this Agreement during the contract period
and three 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 CONSULTANT 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 at the CONSULTANT's corporate office (headquarters) in
Cambridge, Massachusetts where all records are retained per the CONSULTANT's record
retention policy. The cost of the audit will be borne by the OWNER unless the audit reveals an
overpayment of 5% or greater by the OWNER. If an overpayment of 5% or greater occurs, the
reasonable cost of the audit, including any travel costs, must be borne by the CONSULTANT
which must be payable within fifteen (15) days of receipt of an invoice by OWNER.
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 Agr me t
through its duly authorized undersigned officer on this the _L~T4l, day of
2010.
"OWNER"
THE CITY OF DENTON, TEXAS
A Texas Municipal Corporation
e
By.
C2 7,
GEORGE C. CAMPBELL
CITY MANAGER
Page 10
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By.
AP OVED S TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
"CONSULTANT"
CAMP, DRESSER & McKEE, INC.
A CORPORATION
GI
By: ° .
DOU AS VARNER, P.E.
PRINCIPAL
ATTEST:
By: Ana- Ek&fikk
APPROVED AS TO LEGAL FORM:
By:
Page 11
CITY OF DENTON
INSURANCE REQUIREMENTS FOR
CONS ULTANTSICONTRACTORS
The Offeror's/Bidder's attention is directed to the insurance requirements below. It is highly
recommended that offerors/bidders confer with their respective insurance carriers or brokers
to determine in advance of its proposal or bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an offeror/apparent low
bidder fails to comply strictly with the insurance requirements, that offeror/bidder may be
disqualified from award of the contract. Upon award, all insurance requirements shall
become contractual obligations, which the successful offeror/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 Consultant/Contractor, the
Consultant/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 award, Consultant/Contractor shall file with the
Purchasing Department satisfactory certificates of insurance, containing the proposal/bid
number and title of the project. Consultant/Contractor may, upon written request to the
Purchasing Department, ask for clarification of any insurance requirements at any time;
however, Consultants/Contractors are strongly advised to make such requests prior to
proposal/bid opening, since the insurance requirements may not be modified or waived after
proposal/bid opening unless a written exception has been submitted with the proposal/bid.
Consultant/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-".
• Any deductibles or self-insured retentions shall be declared in the proposal or bid. 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 Consultant/Contractor shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
Page 12
• 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.
• Cancellation: City requires 30-day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
• Should any of the required insurance be provided under a claims-made form,
Consultant/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
Consultant/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.
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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 $500,000.00
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.
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[X] Workers Compensation Insurance
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 28 TAC 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.
L] 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.
[X] 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.
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.
Page 15
[_j 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.
Page 16
ATTACHMENT I
Worker's Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate") -A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner-operators, employees of any such entity, or
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1) a certificate of coverage, prior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage
for all persons providing services on the project; and
Page 17
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.
1. 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
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
Page 18
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.
Page 19
CONFLICT OF INTEREST QUESTIONNAIRE FORM CI
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session.
OFFICE USE ONLY
This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a
Date Received
person who has a business relationship as defined by Section 176.001(1-a) with a local
governmental entity and the person 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 person becomes aware of facts that require the
statement to be filed. See Section 176.006, Local Government Code.
A person commits an offense if the person knowingly violates Section 176.006, Local Government
Code. An offense under this section is a Class C misdemeanor.
y Name of person who has a business relationship with local governmental entity.
Douglas L. Varner, P.E.
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 the originally filed questionnaire becomes incomplete or inaccurate.)
3
Name of local government officer with whom filer has an employment or business relationship.
Katherine Barnett
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer 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
filer of the questionnaire?
0 N
0
o
Yes
B. Is the filer of the questionnaire 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?
Q Yes 0 No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer
serves as an officer or director, or holds an ownership of 10 percent or more?
Q N
E]
o
Yes
D. Describe each affiliation or business relationship.
4
November 1, 2010
Signature of erson d 'ng business with the governmental entity Date
Adopted 06/29/2007
20
EXHIBIT A
Definitions
Project Team - Core City Sustainability staff to set the high level goals, lead the project's execution, and
coordinate with the CDM team on a regular basis (Staff members include Kenny Banks, Katherine
Barnett, and Victoria Venet).
Steering Committee - A select group of City staff representing key departments and government
functions that provide input on strategies / priorities for the Sustainability Plan.
Sustainability Partners - an invited group of external stakeholders that will participate in three workshops
designed to help shape the Sustainability Plan by providing input on sustainability strategies / priorities,
and engaging their constituencies to participate in the development and implementation processes .
Regular Communications
It is assumed that throughout the project, the CDM team will organize regular conference calls
(anticipated to be weekly to start, bi-weekly after the first Workshop and Public Meeting) with the Project
Team as needed to ensure effective communication and progress updates. A communications protocol
will be established in the Kick-Off Meeting Summary Report deliverable from Task 1.
TASK 1 - PRELIMINARY PLANNING & KICK-OFF MEETING
This Task will include all work preliminary work leading up to the official kick-off meeting, the meeting and
the Summary Report.
Phase I Review: CDM will review the Phase I Sustainability Report, the Downtown Implementation Plan,
and the Greenhouse Gas Inventory Report and synthesize relevant data from the Phase I Report on
Denton's current sustainability status into a more useful format for future planning.
Sustainability Partners Identification and Invitations: CDM will work with the Project Team to identify
interests with a stake in the Sustainability Plan, potential Partner organizations that represent those
interests, then individual members to invite to participate in the Steering Committee and as Sustainability
Partners (Partners). CDM will work with the Project Team to prepare a list of potential candidates for
Council consideration, and then send letter invitations to the Kick-off Meeting and the Partners Workshop
respectively, following Council selection and approval.
Draft Vision Statement, Goals, and "Mission & Guidelines": CDM will work with the Project Team to
draft elements of a Vision Statement and identify top tier goals to discuss at the Kick-off Meeting with the
Steering Committee, as well as a "Mission & Guidelines" document to guide Partners through the
planning process: This document should explain what we are doing, why we need the partners help, the
role the partners will play in the development of the plan, the role we hope the partners will play in
continually supporting the plan during implementation, and our estimation of the time commitment that will
be needed from the Partners.
Draft Public Involvement Strategy: CDM will work with the Project Team to outline strategies and
expectations for public involvement in a Draft Public Involvement Strategy. This will identify key
organizations to assist with public participation and meeting attendance, any City staff resources and/or
communications policies, and a variety of media to use in engaging the public in the process.
CDM September 28, 2010 P a g e 11
Graphic Design & Brand Development: Based on this Draft Vision Statement, CDM will also develop
some graphic design concepts, expanding on the City's Sustainable Denton brand and review these with
the Project Team to determine a design aesthetic for the Sustainability initiative going forward. This brand
will be incorporated into all materials and outreach and help to establish a motivational message based
on the sustainability progress the City has already made and what it means to the average citizen.
Kick-off Meeting & Draft Stakeholder Survey: Finally, CDM will facilitate a discussion with the Steering
Committee to develop a draft project work plan and schedule and identify critical success factors through
a 2-3 hour, in person Kick-Off Meeting. In addition, CDM will work with the Steering Committee to develop
the stakeholder survey instrument described in Task 3.
Task 1 Deliverables: Kick-Off Meeting Summary Report, including Draft Project Work Plan,
schedule, critical success factors, a Draft Public Involvement Strategy, and a Draft Stakeholder
Survey. The Summary Report will also include the Draft Vision Statement and top level goals to be
vetted with the Partners at the 1St workshop, and a "Sustainable Denton" graphic design concept
for materials and outreach. A list of Sustainability Partners, letter invitations to those individuals,
and a "Mission & Guidelines" document will also be delivered to outline the Partners role in the
process.
TASK 2 - SUSTAINABILITY PARTNERS WORKSHOPS
CDM will organize and facilitate two (2) Workshops for the Sustainability Partners Workshops (2-3 hour in
person meetings with the consulting team and the Project Team). The purpose of Partners Workshop 1
will be to present the "Mission & Guidelines" and to discuss the Partners' mission in the Plan development
and implementation, the purpose of the project, a Sustainable Denton vision statement, and gather initial
input from Partners for the Sustainability Plan. The survey instrument described in Task 3 will be
administered in Workshop 1 as well.
At the Partners Workshop 2 the consulting team will present the Draft Sustainability Plan and gather
feedback on the strategies and implementation plan, prior to a public comment period.
Task 2 Deliverable: Sustainability Partners Workshop Agendas, presentation materials, and
Summary Reports (2)
TASK 3 - DISTRIBUTE SURVEY & ANALYZE AND REPORT SURVEY RESULTS
CDM will work with the Project Team to finalize a Sustainability Survey to gather input from the Partners
and the public. The purpose of the survey will be twofold: to solicit ideas of sustainability strategies to
consider in the Plan, and to gather input on how to prioritize those strategies down to a manageable
number (20-30) to facilitate implementation and desirable outcomes. CDM will distribute the Survey
electronically and on paper at the Partners Workshop 1 and Public Meetings (see Task 4), analyze data
and summarize results in a brief report. The electronic survey should also be accessible through the
City's Sustainability website. Survey results can also be summarized on the City's website from the
Report deliverable.
Task 3 Deliverable: Sustainability Survey Results Report - to be included as an Appendix to the
Sustainability Plan.
TASK 4 - PUBLIC MEETINGS
CDM will work with the Project Team, the Steering Committee, the Partners and elected officials to
organize and facilitate two (2) public meetings. Ideally, the Mayor and/or a City Council member will be in
attendance and present opening remarks to demonstrate the City's high level commitment to the project.
CDM will organize and execute outreach to key individuals and organizations to facilitate active and
cm September 28, 2010 P a g e 12
diverse participation in the public meetings. The Public Involvement Strategy will be developed as part of
Task 1 and will remain flexible so as to be able to respond to successful methods for encouraging
participation - some methods for encouraging participation include flyers, in person
meetings/announcements to key organizations, email list-serves, organizational newsletters and other
regular publications, web-page announcements, DTV, and perhaps also through social media such as
Facebook.
These two meetings will occur the same week in different venues (to be determined) to provide an
overview of the project purpose and schedule, present the Vision Statement and Goals, and invite ideas
and input for the Sustainability Plan in terms of specific strategies and priorities. This may be
accomplished through 3-4 smaller breakout sessions by topic. The paper survey will be available for the
Public Meetings as well. CDM will compile the results of the public meetings into a Public Participation
report to be included in the Sustainability Plan.
The City will publish the information presented at the meetings and any photographs on the City's
Sustainability website. CDM will provide content for the website. The City is responsible for website
programming, design, updating, and hosting.
Task 4 Deliverable: Public Participation Report - a summary of public input received and how it
will be incorporated into the planning process, to be included as an Appendix to the Sustainability
Plan.
TASK 5 - SWOT MEETING
CDM will compile and consolidate the sustainability strategy ideas collected through public meetings,
survey, Kickoff Meeting, Partners Workshops, and other venues into one list of potential strategies for
inclusion in the Plan.
CDM will develop a Prioritization Framework with the Project Team and the results of the survey
instrument to assist in ranking the proposed strategies according to a number of prioritization criteria as
identified through the Framework development. Some of these criteria will likely include return on
investment, triple bottom line, and any other key factors such as resources available and emissions
reduction potential. The consulting team, working with the Project Team, will utilize the criteria and a
simple, qualitative scoring system to apply the prioritization framework to the proposed strategies. The
outcome will be a numerical score assigned to each proposed strategy to help rank strategies according
to the framework criteria. This numerical score is not the final answer, as other political priorities may
arise - rather, it provides a backdrop to facilitate decision-making. This will be accomplished through
conference calls and e-mail exchanges and one formal meeting.
This list of prioritized strategies will form the basis of the SWOT meeting. Steering Committee and
Partners members will be invited to the SWOT meeting to discuss the top strategies from the prioritization
framework, to identify any critical gaps or challenges, and to identify key performance metrics and
implementation actions.
Task 5 Deliverable: A prioritized list of strategies consolidated from the public process and one
meeting with the Project Team to finalize that list. One SWOT meeting with the Project Team,
Steering Committee and Partners and a Summary Report.
TASK 6 - DRAFT SUSTAINABILITY PLAN
Prior to Draft Sustainability Plan development, CDM will present an update on progress to date to the
Committee on the Environment (COE) to gather initial input and guidance. CDM will present draft
prioritized list of strategies, key performance metrics and implementation actions to the COE for input and
feedback.
Cm September 28, 2010 P a g e 13
CDM will develop the Draft Sustainability Plan based on the Vision for a Sustainable Denton, the top level
sustainability goals, and a targeted number of sustainability strategies (20-30).
The plan will identify strategies for meeting sustainability goals and metrics for measuring progress,
including policies, projects and program development. The draft plan will also layout a short-term
implementation plan for 3-5 years, to be accompanied by an implementation and communications tool as
identified in Task 7. The plan will also accommodate goals and strategies - in less detail - that may be
more appropriate for longer-term consideration.
Before the Draft Plan is opened up to public review (CDM suggests a 30 day comment period) CDM will
assist the Project Team in presenting the Draft Plan to the Partners and the Steering Committee, and in
presenting the Draft Plan to the City Council.
Task 6 Deliverable: COE presentation prior to Draft development. Draft Sustainability Plan in
electronic format for review. Presentations to Partners (see Task 2 - Workshop 2), the Steering
Committee and the City Council prior to public comment period.
TASK 7 - DRAFT IMPLEMENTATION & COMMUNICATION TOOL
Concurrent with the review period for the Draft Sustainability Plan, CDM will work with the Project Team
to develop a draft data management tool for tracking progress and communicating results. This web-
based tool will provide data management capabilities to track progress and metrics, and will include
dashboard and reporting functions to visually communicate results both internally and externally. The
following provides a description of the major functions of the proposed tracking system. CDM will work
with the Steering Committee to refine the purpose and functions of the tool at the Kick-off Meeting and
following review of the Draft Sustainability Plan. The Prioritization Framework as developed in Task 5
above will also serve to guide the development of metrics or "key performance indicators" (KPI's) for
tracking and dashboard management.
Management Dashboard - Information Portals and Dashboards typically provide a mechanism to
integrate data from existing information systems and deliver "management at a glance" - visualization of
KPI's and trends that support decision-making. The Dashboard aids stakeholders at multiple levels in
recognizing and responding to business events, project status, and progress towards critical goals. The
tool will include a management dashboard that presents a high-level summary of data from the system.
For example, the dashboard will present summaries of strategy progress to date reported across relevant
project dimensions such as by City department or by high-level goals.
Operational Data Component - The data presented in the tool will be managed via an operational data
component which will be available to appropriate stakeholders to add, edit and delete project tracking
data. Examples of the type of data tracked in the system may include water consumed at public facilities,
or vehicle miles traveled by City staff. The intent is to utilize data that are already readily available to City
staff to minimize data collection and quality management requirements. CDM will work with the Project
Team to identify KPI's that represent the goals of the project, but that also facilitate measurement and
verification.
Reporting - The tool will also include reporting functionality that provides the ability to export tool
information to Word, Excel or PDF. A "progress report" functionality will be developed to allow the users
to report out to upper management as well as elected officials.
Sign-On - The tool will include a sign-on component to manage users by role, such as by City
department. The system can include a "general public" non-credentialed user, if public access is needed.
Public Website - CDM will also provide a template and design assistance to create a Sustainable
Denton Scorecard for the public website to showcase progress and increase engagement. The scorecard
will be created externally as a PDF or other stand alone document and posted to the website by the City.
Cm September 28, 2010 P a g e 14
Task 7 Deliverable: Draft Data Tracking & Implementation Tool (containing all of the elements
outlined within this task) for Project Team Review and Testing.
TASK 8 - FINAL PLAN & IMPLEMENTATION AND COMMUNICATIONS TOOL
Following Steering and Stakeholder Committee review of Task 5 and 6 deliverables, and a public
comment period, CDM will finalize the Sustainability Plan and Data Tracking & Implementation Tool. CDM
will work with the Project Team, Steering committee, and Partners to organize a multi-media, multi-
organizational launch of the Sustainability Plan, and determine a feasible strategy for ongoing
collaboration between the City and the Partners.
Task 8 Deliverables: Final Sustainability Plan (electronic format); Data Tracking & Implementation
Tool (web-based); and a Presentation (powerpoint) summarizing the Sustainability Plan and
ongoing implementation for City communications purposes. CDM will also present the Final Plan
to City Council.
CDM September 28, 2010 P a g e 15
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