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6590-074 EXECUTED CONTRACT Cole/Hunter Ranch Traffic Study Docusign City Manager Approval Transmittal Coversheet File Name Purchasing Contact Piggy Back Option Contract Expiration DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB N/A Laura Hermosillo Cole/Hunter Ranch Traffic Study PSA 6590-074 no Revised 6/11 Request for City Manager Approval of Purchase DATE: August 22, 2019 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Pritam Deshmukh at 349-7710 CFO: Antonio Puente, Jr. SUBJECT Consider approval authorizing the City Manager to execute a Professional Services Agreement with HDR, Inc., for design services as set forth in the agreement for the Traffic Study, and providing an effective date (RFQ 6590-074 Professional Services Agreement for design services awarded to HDR, Inc. in the not-to-exceed amount of $70,000). BID/FILE INFORMATION The proposed engineering contract for this project will be on an hourly basis with a not-to- exceed amount of $70,068. Typical services will include the development of traffic model and the assessment of regional traffic impacts associated with the Cole/Hunter Ranch development. Additionally, the consultant will review the adequacy of the proposed roadway network required for local as well as regional traffic in the future buildout conditions. Request for Qualifications for professional engineering services was solicited using the City’s formal solicitation process. City Council approved a pre-qualified list of engineering firms on March 6, 2018 and June 5, 2018 (Ordinance 2018-331). RECOMMENDATION Staff recommends approval of the Professional Services Agreement between the City of Denton and HDR, Inc. in the amount of $70,000 for engineering services associated with the Traffic Study. BASIS FOR SELECTION HDR, Inc. has expertise in performing Traffic Impact Assessment for similar projects as well as regional TxDOT projects of special districts and has performed excellent work in the past of the City. PRINCIPAL PLACE OF BUSINESS HDR Inc. Dallas, Texas ESTIMATED SCHEDULE OF PROJECT Two months from date agreement is fully executed. DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB Revised 6/11 CONTRACT ADMINISTRATOR Pritam Deshmukh. FISCAL INFORMATION 990011282.1365.10100 – Cole/Hunter. Accounting will oversee the monthly billing to the escrow agent and developers to reimburse the City for related expenses. Attachment 1: Professional Services Agreement Requested by: Name Antonio Puente, Jr. Phone 940-349-7283 Respectfully submitted: Purchasing Expenditure Approved: __________________________ City Manager or Designate __________________________ Date DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB 9/4/2019 City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 20 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 6590-074 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 HDR Engineering, Inc., with its corporate office at 17111 Preston Road, Suite 300, Dallas, Texas, 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, a Travel Demand Model Analysis and Evaluation of Land-Use Growth Impacts – Cole/Hunter Ranch Area, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB 9/4/2019 City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 20 A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit A as if written word for word herein. B. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit A, which shall be attached to this Agreement and made a part hereof. C. 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 A. 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: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 20 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 A. 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 $70,000. 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 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. DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 20 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 AND DATA All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement (“Documents”) are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. Documents include drawings, specifications, and data in any medium of expression of the work performed by the CONSULTANT and the data used to perform the work under this Agreement. The CONSULTANT is entitled to retain copies of all Documents. The Documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of the Documents in other projects shall be at OWNER’s sole risk and expense. DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 20 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. After performance of this Agreement is complete and upon termination, Hillwood Enterprises, L.P., a Texas Limited Partnership (“Hillwood”), and SLF II Cole Property, L.P., a Texas Limited Partnership (“Stratford”), and their successors and assigns, will be co-owners (including the copyright and the right of reuse at the discretion of the CONSULTANT) with the OWNER of the Documents furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement and may request that CONSULTANT modify the Documents pursuant to a separate agreement with CONSULTANT at rates or in an amount to be agreed upon by CONSULTANT, Hillwood, and Stratford. Hillwood and Stratford will not direct, control or influence the CONSULTANT in creation of the Documents for the Project under this Agreement, but may retain the CONSULTANT after termination of this Agreement to perform work on, and modify the Documents created for the OWNER pursuant to this Agreement. Hillwood and Stratford’s use of the Project documents shall be at Hillwood and Stratford’s sole risk and expense and OWNER is released from any and all liability relating to CONSULTANT’s modifications of the Project documents on behalf of Hillwood and Stratford. 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. DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 20 ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT 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 DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 20 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: To CONSULTANT: To OWNER: HDR Engineering, Inc. City of Denton Ramon Miguez, P.E. – Vice President Purchasing Manager –File 6590-074 17111 Preston Road, Suite 300 901B Texas Street Dallas, Texas 75248 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 DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 20 PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. 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 – Consultant’s Scope of Services Offer and Project Schedule Exhibit B – Consultant’s Compensation Rate Sheet 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: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 20 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 Karan Khosla, Jory Dille, Roshna Ashraf and Aamani Ramanathan. 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 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 DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 20 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 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. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, 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. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the 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. DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 20 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 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. DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 20 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______________________. CITY OF DENTON, TEXAS “OWNER” __________________________________ TODD HILEMAN, CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ HDR ENGINEERING, INC., A NEBRASKA CORPORATION “CONSULTANT” __________________________________ BY: Ramon Miguez, P.E. ITS: Vice President __________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: ____________________________ DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB 2019-536352 City Engineer Todd Estes Capital Projects 9/4/2019 EXHIBIT A SCOPE OF SERVICES CITY OF DENTON-TRAVEL DEMAND MODEL ANALYSIS AND EVALUATION OF LAND-USE GROWTH IMPACTS –COLE/HUNTER RANCH AREA This Scope of Services is submitted to evaluate traffic impacts of the study area within the limits of FM 156, Jim Christal Rd., IH 35W, and Robson Ranch Rd. The study will involve review and modification of socio-economic data based on the land-use plans to current TDM provided by City of Denton, by utilizing demographic files, Traffic Analysis Zones (TAZs), link network coding and edits for up to 23 TAZs. TransCAD 7.0 will be used for this task. The TDM will include updates from the previous studies completed along FM 428 and Hickory Creek Road, along with its demographic files. The analysis will include performing all four (4) steps in City of Denton’s TDM and select-link analysis for a No-Build scenario and a Build scenario. Our scope of services is presented below in 4 stages. Any changes to the assumed scope of services will result in increased costs. The following information must be provided by the Owner prior to initiation of work. 1. City of Denton’s ArcGIS file including the following items: a. Proposed connector alternatives, if any b. Existing and proposed zoning on tract c. Proposed driveway location/plan 2. Scheduled build-out plans of proposed land uses 3. CIP improvements/plans This scope of services assumed Network and TAZ changes for up-to 23 TAZ’s only. Any TDM effort beyond will require additional fee. I. Project Management/ Establish Scope of Work  Meet with City of Denton to gain approval of Scope of Work. The approved Scope of Work will be used to prepare a Tech Memo that documents our findings and recommendations for submission to City. One (1) meeting has been assumed for budget purposes.  Coordinate with the City to discuss and review project status, coordinate and obtain any information and any other project needs. Up to four (4) coordination meetings have been assumed for budget purpose. DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB  Coordinate with the Cole/Hunter Ranch developer to obtain proposed land uses and obtain proposed roadway configurations. One (1) meeting has been assumed for budget purposes.  Coordinate with the City’s Mobility Plan Consultant to provide consistent land use and roadway configuration for the area. One (1) meeting has been assumed for budget purposes.  Prepare invoices in accordance with the City’s current invoicing procedures. Submit these invoices no later than 30 days of the end of the reporting period. Each invoice shall also include a copy of the progress report(s) for the period covered by the invoice. II. Preliminary Feasibility Review A. Identify Future Land Use and Review Current Roadway Network for needs and improvements  The limits of the roadway network and study area of review will be defined. The width of the study area for each arterial will be at least a ¼ mile on each side of the centerline; but may extend outward to fully incorporate complete parcels or include adjacent parcels also prime for development.  Review of current/existing mobility, thoroughfare, and bike/ped documents and applicable elements to be incorporated into GIS layers.  Land use information will be updated to reflect the most current and future scenarios. Data will be reviewed and analyzed using Geographical Information System (GIS) to establish a final 2040 land use scenario. This will include, but is not limited to, the review of data collected from the city, the North Central Texas Council of Governments (NCTCOG), and latest aerial imagery. Information will be converted into GIS layers as a deliverable.  Typical section recommendations will be provided with focus on the recommended roadway configurations and designs for individual arterials.   III. Travel Demand Modeling A. Review Existing City of Denton’s Travel Demand Model  The Travel Demand Model provided by City of Denton will be reviewed to develop base & future scenarios. Roadway network with Travel Demand Model of the study area will be reviewed for any coding inconsistencies, developments and centroid connections. DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB  Figure 1 shows the Study Area network and TAZ structure in the current TDM. It should be noted that HDR will be working on a No-Build future year condition and a Build scenario. Figure 1: Location Map - City of Denton's current TDM B. Code/Modify Roadway Network and Land Use in TDM to reflect the impact of connector alternatives (up to 2 Alternatives)  The geometric and land-use changes pertaining to study area (up to 23 TAZs) will be provided by City to be reflected in TDM. The HDR team will modify the roadway network and land use in TDM and send them to City for review. It should be noted that City of Denton should provide all the land-use information.  HDR team will incorporate and address comments for geometric and land-use coding. If necessary, HDR will have a final review from the City to have a consensus before running the model. DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB C. Traffic Forecasts and Traffic Analysis (Full Model Run)  HDR team will update the TDM with Land-Use Data and alternative north-south/east- west connector options pertaining to the study area (up to 23 TAZs) to run the trip generation model. This will follow by trip distribution, modal split, and traffic assignment.  Utilize TDM and select-links to come up with link volumes to reflect the traffic demand of the future year.  Incorporate any suggested improvements by the City IV. Tech Memo  Prepare a draft memo summarizing: o Traffic impacts and results obtained from TDM o Geometric and Environmental considerations.  QA/QC – Memo, Analysis and Results  Address comments (if any) V. Additional Services – Meetings/Discussions with Client and City of Denton  Phase IV would include additional team meetings, telephone calls, and meetings with Client and City of Denton for discussion of the project after submission of TDM, preliminary feasibility results and select-link to the City. This phase would be handled on an hourly basis. EXHIBIT B Hourly Billable Rates by Position Position Hourly Rate Principal/Vice President $300.00 Project Manager $250.00 Transportation Planner $200.00 Project Engineer/Traffic $150.00 Engineer Traffic EIT $100.00 CAD Tech $100.00 Clerical / Administrative $85.00 Cole/Hunter Ranch TDM Study – The fee for the scope of services as described in Exhibit A will be on an hourly basis with a not to exceed budget of seventy thousand dollars ($70,000). DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB CITY OF Denton - Cole Ranch TDMManhour / Fee Estimate - HDRCAD/ENGRTECH$300.00 $250.00 $200.00 $150.00 $100.00 $100.00 $85.001Task One, Project Management/Coordination and Meetings64$11,580aProject Management8816 $2,680bKickoff and Coordination Meetings (up to 7)14 14 12 848 $8,9002Task Two: Data Collection- Land Use48$10,200aIdentification of Future Land Use41216 $3,400bUpdate Land Use in GIS 41216 $3,400cReview Current Roadway network needs41216 $3,4003Task Three: Travel Demand Modeling221$26,100aReview of TDM at the study corridor24814 $1,900bDevelop 2040 socio-economic data for TDM (23 TAZs)2 36 115153 $17,400cUpdate TDM TAZs with developed socio-economic data24410 $1,500dUpdate network for proposed connectors2123044 $5,3004Task Four: Future Model Runs (NoBuild/Build ) & Documentation144$14,880aModel Runs- 2040 No Build88 $800bModel Runs- 2040 Build88 $800cPrepare Line Diagrams (Traffic Projections)4201236 $4,080dIdentification of improvements along the corridor/Incorporate CIPs1212$1,200eDocument results in Technical Memorandum/Report8080$8,000fPrepare GIS Dashboard85 QA/QC41620$5,200TOTAL 4625076293 128505$69,160$300.00$250.00$200.00$150.00$100.00$90.00$85.00TOTAL COSTS$1,200$15,500$10,000$11,400$29,300$1,080$680$69,160Direct CostContract Rate UnitQuantityAmountStandard Postage0.49Each-$0.00Mileage$0.535 per mile800$428.00Toll Charges$4.00Each-$0.00Mylar Plots (11"x17")$2.00Sheet-$0.00Large format printing$2.00SF150$300.008 1/2"x11" B/W Paper Copies$0.10Sheet100$10.008 1/2'x11' Color Paper Copies$0.50Sheet100$50.00Photocopies B/W (11"x17")$0.20Sheet100$20.00Photocopies Color (11"x17")$1.00Each100$100.00Roadway Tube (per counter/24 Hours)$130.00each/day$0.00TMCs$425.00 Per Intersection$0.00SUB-TOTAL DIRECT COST$908.00SUB-TOTAL LABOR$69,160.00TOTAL COST$70,068.00TOTAL(Per Task)TASK DESCRIPTION Project PrincipalTOTALProject ManagerTransportation PlannerTraffic Engineer EIT ADMINDIRECT EXPENSESHDR Inc. DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 20 Exhibit C 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.  Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 14 of 20  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: 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 DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 15 of 20 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 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). DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 16 of 20 [ ] 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: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 17 of 20 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 18 of 20 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 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; DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB City of Denton, Texas Contract 6590-074 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 19 of 20 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: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 5E970E22-A7F2-4499-9B93-1BE2D8D143BB E HDR Engineering, Inc. 9/4/2019 NA NA Certificate Of Completion Envelope Id: 5E970E22A7F244999B931BE2D8D143BB Status: Completed Subject: ****City Manager Approval ******Docusign Item 6590-074 - Cole/Hunter Ranch Traffic Study Source Envelope: Document Pages: 28 Signatures: 8 Envelope Originator: Certificate Pages: 6 Initials: 0 Laura Hermosillo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 laura.hermosillo@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 8/26/2019 5:01:14 PM Holder: Laura Hermosillo laura.hermosillo@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Laura Hermosillo laura.hermosillo@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 8/26/2019 5:10:01 PM Viewed: 8/26/2019 5:10:18 PM Signed: 8/26/2019 5:10:20 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: 129.120.6.150 Sent: 8/26/2019 5:10:22 PM Viewed: 8/27/2019 7:13:51 AM Signed: 8/27/2019 7:14:15 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/27/2019 7:14:17 AM Viewed: 8/27/2019 8:47:00 AM Signed: 9/4/2019 4:28:17 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ramon Miguez, P.E. ramon.miguez@hdrinc.com Ramon F. Miguez HDR Engineering, Inc Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.168.243.194 Sent: 9/4/2019 4:28:19 PM Viewed: 9/4/2019 4:29:47 PM Signed: 9/4/2019 5:07:19 PM Electronic Record and Signature Disclosure: Accepted: 9/4/2019 4:29:47 PM ID: 69d62c0e-d616-4c69-9be1-01a49cdffa62 Signer Events Signature Timestamp Todd Estes Todd.Estes@cityofdenton.com City Engineer Capital Projects Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 71.84.152.239 Signed using mobile Sent: 9/4/2019 5:07:21 PM Viewed: 9/4/2019 6:26:32 PM Signed: 9/4/2019 6:27:20 PM Electronic Record and Signature Disclosure: Accepted: 9/4/2019 6:26:32 PM ID: d56c405b-1d01-4e04-a5a0-feb630a8bcdc 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: 47.184.96.114 Signed using mobile Sent: 9/4/2019 6:27:22 PM Viewed: 9/4/2019 6:27:48 PM Signed: 9/4/2019 6:27:55 PM 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: 129.120.6.150 Sent: 9/4/2019 6:27:58 PM Viewed: 9/5/2019 10:26:10 AM Signed: 9/5/2019 10:26:37 AM Electronic Record and Signature Disclosure: Accepted: 9/5/2019 10:26:10 AM ID: d5489263-4e45-4383-b00c-31a8ea6e3f61 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 Pritam Deshmukh Pritam.Deshmukh@cityofdenton.com Deputy City Engineer Security Level: Email, Account Authentication (None) Sent: 9/5/2019 10:29:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/5/2019 10:29:35 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Annie Bunger Annie.Bunger@cityofdenton.com Contract Control Specialist City of Denton Security Level: Email, Account Authentication (None) Sent: 9/5/2019 10:29:36 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/5/2019 10:29:37 AM Certified Delivered Security Checked 9/5/2019 10:29:37 AM Signing Complete Security Checked 9/5/2019 10:29:37 AM Completed Security Checked 9/5/2019 10:29:37 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Ramon Miguez, P.E., Todd Estes, Todd Hileman, Rosa Rios 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. 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.