7328 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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PSA 7328
Joint Use Services
Christa Christian
Not Applicable
JUNE 8, 2021
JUNE 8, 2026
21-1069
City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 1 of 20
CITY OF DENTON, TEXAS
STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL
SERVICES
This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and TRC Engineers, Inc., with its corporate office at 1430 Broadway, 10th Floor, New York, NY 10018 and authorized to do business in Texas, ("ENGINEER"), for a
PROJECT generally described as: Joint Use Services (the "PROJECT").
SECTION 1
Scope of Services
A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services on file at the office of the Purchasing Agent as Attachment A. These services shall be performed in connection with the PROJECT.
B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting
from oral orders of any person.
SECTION 2
Compensation and Term of Agreement
A. The ENGINEER shall be compensated for all services provided to the CITY pursuant
to this AGREEMENT in an amount not to exceed $50,000 in the manner and in accordance with the fee schedule as set forth in Attachment B.
B. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A.
C. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT
shall be for a term beginning upon the effective date, as described below, and shall continue for a period of one (1) year, effective from date of award. The City and the Contractor shall have the option to renew this contract for an additional four (4) one-year periods.
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Contractor’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date
for each year. At the sole option of the City of Denton, the Contract may be further
extended as needed, not to exceed a total of six (6) months.
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SECTION 3
Terms of Payment
Payments to the ENGINEER will be made as follows:
A. Invoice and Payment
(1)The final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (2.) In the event of a disputed or contested billing, only that portion so contested will
be withheld from payment, and the undisputed portion will be paid. The CITY
will exercise reasonableness in contesting any bill or portion thereof. As a condition precedent to withholding payment, CITY shall provide ENGINEER with written notice itemizing the amount in dispute and all reasons for the dispute. No interest will accrue on any contested portion of the billing until
mutually resolved.
(3) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until
paid in full. In the event of suspension of services, the ENGINEER shall have
no liability to CITY for delays or damages caused the CITY because of such suspension of services.
SECTION 4
Obligations of the Engineer
A. General
The ENGINEER will serve as the CITY's professional engineering representative under
this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto.
B. Standard of Care
The ENGINEER shall perform its services:
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(1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar
circumstances and professional license; and
(2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer.
(collectively “STANDARD OF CARE”). Notwithstanding any clause in this AGREEMENT to
the contrary, ENGINEER expressly disclaims all express or implied warranties and guarantees with respect to the performance of professional services, and it is agreed that the quality of such services will be judged solely as to whether ENGINEER performed the services consistent with the STANDARD OF CARE.
C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other
subsurface investigations in connection with design and engineering work to be
performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A.
(2) In soils, foundation, groundwater, and other subsurface investigations, the
actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may
occur that could affect the total PROJECT cost and/or execution. These
conditions and cost/execution effects are not the responsibility of the ENGINEER.
D. Preparation of Engineering Drawings
The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. Provided that CITY is in compliance with its payment obligations herein, CITY may use such drawings in any manner it desires;
provided, however, that the ENGINEER shall not be liable for the use of such drawings for
any project other than the PROJECT described herein.
E. Engineer's Personnel at Construction Site
(1) The presence or duties of the ENGINEER's personnel at a construction site,
whether as on-site representatives or otherwise, do not make the ENGINEER or
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its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and
responsibilities, including, but not limited to, all construction methods, means,
techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to
exercise any control over any construction contractor or other entity or their
employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or
responsibility to visit the construction site to become familiar with the progress
or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this
AGREEMENT between CITY and ENGINEER be construed as requiring
ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the
CITY.
(3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such
certification to establish materials, systems or equipment and performance
criteria to be required in the AGREEMENT Documents.
F. Opinions of Probable Cost, Financial Considerations, and Schedules
(1) The ENGINEER shall provide opinions of probable costs based on the current
available information at the time of preparation, in accordance with Attachment B. (2) In providing opinions of cost, financial analyses, economic feasibility projections,
and schedules for the PROJECT, the ENGINEER has no control over cost or
price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and
other economic and operational factors that may materially affect the ultimate
PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty
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that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates.
G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge,
information, and belief from selective sampling and observation that the work has
progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the
ENGINEER has made an examination to ascertain how or for what purpose the
construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid.
H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various
components, or exact manner in which the PROJECT was finally constructed. The
ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings.
I. Right to Audit
(1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT.
ENGINEER agrees that the CITY shall have access during normal working
hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance written notice of intended audits.
(2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any
directly pertinent books, documents, papers and records of such subconsultant,
involving transactions to the subcontract, and further, that the CITY shall have
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access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3)
hereof. CITY shall give subconsultant reasonable advance notice of intended
audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost
of copies at the rate published in the Texas Administrative Code in effect as of
the time copying is performed. (4) Notwithstanding any terms to the contrary in this AGREEMENT, CITY will have the right to review ENGINEER’S costs only for services performed on a
reimbursable basis, in which case only costs such as labor hours, materials,
and subcontractor invoices are subject to review. In no event will ENGINEER’S fixed pricing (including any lump sum pricing, unit pricing, hourly rates, multipliers, or markups), home office overhead, or efficiency in performing the services be subject to review.
J. INSURANCE (1) ENGINEER’S INSURANCE
a. Commercial General Liability – the ENGINEER shall maintain
commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to
this PROJECT or location.
i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and
under the commercial umbrella, if any, but only in regard to
operations performed by ENGINEER under this AGREEMENT, and not to the extent of any act or omission or operation of the additional insured party or parties. This insurance shall apply as primary insurance with respect to any other insurance or self-
insurance programs afforded to the CITY. The Commercial
General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy,
unless the CITY specifically approves such exclusions in writing.
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ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general
liability or commercial umbrella liability insurance maintained in
accordance with this AGREEMENT. b. Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of
$1,000,000 each accident. Such insurance shall cover liability arising out
of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable.
ENGINEER waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto
physical damage coverage.
c. Workers’ Compensation – ENGINEER shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of $100,000.00 each
accident for bodily injury by accident or $100,000.00 each employee for
bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the
extent these damages are covered by workers compensation and
employer’s liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT.
d. Professional Liability – ENGINEER shall maintain professional liability, a
claims-made policy, with a limit of $1,000,000.00 per claim and
aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of
insurance specifically referencing this PROJECT shall be submitted to
the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that the ENGINEER has obtained all
required insurance shall be attached to this AGREEMENT prior to its
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execution. b. Applicable policies shall be endorsed to name the CITY an Additional
Insured thereon, subject to any defense provided by the policy, as its
interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services.
c. Certificate(s) of insurance shall document that insurance coverage
specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance
documentation hereto shall not constitute a waiver of the insurance
requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent
to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. f. Insurers for all policies must be authorized to do business in the State of
Texas and have a minimum rating of A:V or greater, in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that
would change or alter the requirements herein is subject to approval by
the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the
CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT.
i. The CITY shall be entitled, upon its request and without incurring
expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a
claims-made basis, shall contain a retroactive date coincident with or
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prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made.
k. Coverages, whether written on an occurrence or claims-made basis,
shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments.
l. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be
required by the ENGINEER to maintain the same or reasonably
equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. These terms and conditions regarding
insurance shall apply equally to any subconsultants or subcontractors
working on behalf of ENGINEER.
K. Independent Consultant
The ENGINEER agrees to perform all services as an independent consultant and not as a
subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply.
L. Disclosure
The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will
make disclosure in writing of any conflicts of interest that develop subsequent to the
signing of this AGREEMENT and prior to final payment under the AGREEMENT.
M. Asbestos or Hazardous Substances
(1) If asbestos or hazardous substances in any form are encountered or suspected,
the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may
request the ENGINEER to assist in obtaining the services of a qualified
subcontractor to manage the remediation activities of the PROJECT.
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N. Permitting Authorities - Design Changes
If permitting authorities require design changes so as to comply with published design
criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design
criteria and/or practice standards criteria which are published after the date of this
AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT.
O. Schedule
ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment A to this AGREEMENT.
P. Equal Opportunity
(1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic
testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment
practice against individuals with disabilities as defined in the ADA.
SECTION 5
Obligations of the City
A. City-Furnished Data
ENGINEER may rely upon the accuracy, timeliness, and completeness of the information
provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the ENGINEER as required for the
ENGINEER's performance of its services. The CITY will perform, at no cost to the
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ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel.
C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal
authorities; and land, easements, rights-of-way, and access necessary for the
ENGINEER's services or PROJECT construction.
D. Timely Review
The CITY will examine the ENGINEER's studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with
Attachment A.
E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or
becomes aware of any development that affects the scope or timing of the ENGINEER's
services or of any defect in the work of the ENGINEER or construction contractors.
F. Asbestos or Hazardous Substances Release.
(1) CITY acknowledges ENGINEER will perform part of the work at CITY's
facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third
parties or employees of City, City hereby releases ENGINEER from any
damage or liability related to the presence of such materials.
(2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance,
contaminant or asbestos onto the PROJECT.
G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E.
regarding the ENGINEER's Personnel at Construction Site, and provisions providing for
contractor indemnification of the CITY and the ENGINEER for contractor's negligence.
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H. Contractor Claims and Third-Party Beneficiaries
(1) The CITY agrees to include the following clause in all contracts with
construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no
direct action against the ENGINEER, its officers, employees, and
subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER."
(2) This AGREEMENT gives no rights or benefits to anyone other than the CITY
and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall
have no third-party beneficiary rights under this AGREEMENT.
(4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER.
I. CITY's Insurance
(1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT.
(2) The CITY may secure Builders Risk/Installation insurance at the replacement
cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance.
J. Litigation Assistance
The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the
parties.
K. Changes The CITY may make or approve changes within the general Scope of Services in this
AGREEMENT. If such changes affect the ENGINEER's cost of or time required for
performance of the services, an equitable adjustment will be made through an amendment
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to this AGREEMENT with appropriate CITY approval.
SECTION 6
General Legal Provisions
A. Authorization to Proceed
ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by
the CITY or by others acting through or on behalf of the CITY of any such instruments of
service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents.
C. Force Majeure
The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder.
D. Termination
(1) This AGREEMENT may be terminated:
a. by the City for its convenience upon 30 days' written notice to ENGINEER.
b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 10 days’ written notice or thereafter fails to
diligently complete the correction.
(2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows:
a. Cost of reproduction of partial or complete studies, plans, specifications
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or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services;
c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage.
(3) Prior to proceeding with termination services, the ENGINEER will submit to the
CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services.
E. Suspension, Delay, or Interruption to Work
The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be
made.
F. Indemnification
IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,
THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST ANY
DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT
UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER
EXERCISES CONTROL (“ENGINEER PARTY”), PROVIDED SUCH DAMAGE ARISES
OUT OF THIRD PARTY CLAIMS, AND ONLY TO THE EXTENT THAT THE DAMAGE
IS CAUSED BY (A) AN ACT OF NEGLIGENCE, INTENTIONAL TORT IN THE
PERFORMANCE OF PROFESSIONAL SERVICES HEREUNDER BY ANY ENGINEER
PARTY, (B) INTELLECTUAL PROPERTY INFRINGEMENT BY ANY ENGINEER
PARTY, OR (C) ENGINEER’S FAILURE TO PAY A SUBCONTRACTOR OR
SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES
IN PROPORTION TO THE ENGINEER’S LIABILITY.
IF ANY ENGINEER PARTY AND THE CITY AND/OR ANY THIRD PARTIES ARE
CONCURRENTLY NEGLIGENT OR OTHERWISE AT FAULT OR STRICTLY LIABLE
WITHOUT FAULT, THEN ENGINEER’S OBLIGATIONS TO INDEMNIFY SET FORTH IN
THIS SECTION 6(F) SHALL CONTINUE, BUT ENGINEER SHALL INDEMNIFY THE
CITY ONLY FOR THE PERCENTAGE OF THE RESPONSIBILITY FOR LOSSES
ATTRIBUTABLE TO THE FAULT OF THE ENGINEER PARTIES, AND, PROMPTLY
AFTER SETTLEMENT OR FINAL ADJUDICATION OF A CLAIM, CITY WILL
REIMBURSE ENGINEER FOR THE COSTS, ATTORNEYS’ FEES, OTHER LEGAL
EXPENSES, AND EXPERT FEES EXPENDED FOR DEFENSE IN THE SAME
PROPORTION AS THE CITY’S PROPORTION OF NEGLIGENCE OR OTHER LEGAL
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FAULT.
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party.
H. Jurisdiction
The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas.
I. Severability and Survival
If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F.,
6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. Notwithstanding the foregoing, This Section 6.I shall not operate as a waiver of any applicable statute of limitations.
J. Observe and Comply
ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws
ordinances and regulations which may exist or may be enacted later by governing bodies
having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY
AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AND EMPLOYEES FROM
AND AGAINST ALL CLAIMS ARISING OUT OF THIRD PARTY CLAIMS, TO THE
EXTENT SUCH CLAIMS ARE CAUSED BY THE VIOLATION OF ANY SUCH ORDER,
LAW, ORDINANCE, OR REGULATION, BY ENGINEER OR ITS EMPLOYEES.
K. Immigration Nationality Act
ENGINEER shall verify the identity and employment eligibility of its employees who
perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and
State laws as well as establish appropriate procedures and controls so that no services
will be performed by any ENGINEER employee who is not legally eligible to perform
DocuSign Envelope ID: 2CCB6881-DC23-4944-87A2-7C7CE1E3C52F
City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 16 of 20
such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, OR LOSSES ARISING OUT OF THIRD PARTY CLAIMS,
TO THE EXTENT SUCH CLAIMS ARE CASUED BY VIOLATIONS OF THIS
PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS,
AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER.
L. Prohibition On Contracts With Companies Boycotting Israel
ENGINEER acknowledges that in accordance with Chapter 2270 of the Texas Government Code, CITY is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to
those terms in Section 808.001 of the Texas Government Code. By signing this
AGREEMENT, ENGINEER certifies that ENGINEER’S signature provides written
verification to the CITY that ENGINEER: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the AGREEMENT. Failure to meet or maintain the requirements under this provision will be considered a material breach.
M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or
a Foreign Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By
signing this AGREEMENT, ENGINEER certifies that ENGINEER’S signature
provides written verification to the CITY that ENGINEER, pursuant to Chapter
2252, is not ineligible to enter into this AGREEMENT and will not become
ineligible to receive payments under this AGREEMENT by doing business with
Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
N. 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 Engineer submits a disclosure of interested parties (Form 1295) to the City at the time the Engineer submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission.
Engineer will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908.
DocuSign Envelope ID: 2CCB6881-DC23-4944-87A2-7C7CE1E3C52F
City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 17 of 20
The contractor shall: 1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the
Texas Ethics Commission’s website within seven business days.
O. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, which supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of
this AGREEMENT:
Attachment A – RFQ 7328 – Joint Use Services (on file at the office of the Purchasing Agent)
Attachment B – Consultant’s Compensation/Pricing
Attachment C - Conflict of Interest Questionnaire These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in
any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall
be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above.
DocuSign Envelope ID: 2CCB6881-DC23-4944-87A2-7C7CE1E3C52F
City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 18 of 20
P. Limitation of Liability
Notwithstanding anything to the contrary in this AGREEMENT, ENGINEER and CITY
waive any and all claims against each other for incidental, consequential, special, multiple, and punitive damages arising out of or relating to this AGREEMENT, regardless of whether such damages were foreseeable and whether or not the culpable party was advised of the possibility of such damages. This mutual waiver includes, but
is not limited to, rental expenses, loss of use, loss of production, loss of income, loss of
profit (except profit arising directly from the services), loss of financing, loss of business, and loss of reputation. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s breach or termination of the AGREEMENT. Additionally, ENGINEER’S total aggregate liability to CITY under this
AGREEMENT on all claims of any kind arising out of or in any way related to
ENGINEER’S work, from any cause or causes whatsoever, including, but not limited to, negligence, errors, omissions, strict liability, indemnity, or breach of contract, is limited to $500,000 (Five Hundred Thousand Dollars).
DocuSign Envelope ID: 2CCB6881-DC23-4944-87A2-7C7CE1E3C52F
City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 19 of 20
Duly executed by each party’s designated representative to be effective on the date subscribed by the City Manager.
BY: CITY OF DENTON, TEXAS BY: TRC ENGINEERS, INC.
City Manager
Date:__________________
<Company's Legal Name>
<Signatory's Name> <Title>
Date:____________________________
THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms. _________________________ Signature
_________________________ Title _________________________
Department
Date Signed: ______________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY By:
ATTEST: CITY SECRETARY
By:______________________________
_______________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
DocuSign Envelope ID: 2CCB6881-DC23-4944-87A2-7C7CE1E3C52F
2021-
President, Power
5/3/2021
DME General Manager
Electric
5/3/2021
6/9/2021
Prepared for:
CLW\RI'HQWRQ
Prepared by:
TRC
$XJXVW
RFQ #7328 PR,&,1* FOR:
Joint Use Services
ATTACHMENT B
DocuSign Envelope ID: 2CCB6881-DC23-4944-87A2-7C7CE1E3C52F
TRC Pricing Response for RFQ # 7328
[Type here]
Deliverable Description Phase/Time
Frame
Compensation
Description
TRC Pricing
Process Pole
Attachment
Applications
Successfully review, and
approve or reject, Pole
Attachment Applications
received by DME in
accordance with the Pole
Attachment Standards.
Process
Applications
within the
timelines
provided in the
Pole
Attachment
Standards.
Unit Price – Price
per Pole submitted
(Additional
breakdown of
tasks to be
determined)
$ 2.00
Conduct Field
Inspections
Perform field inspections
to verify information in
Applications and
compliance with
construction
requirements in
accordance with all
applicable standards.
Perform all field
inspections
within the time
frames provided
in the Pole
Attachment
Standards.
Unit Price – Price
per Pole Inspected
(Additional
breakdown of
tasks to be
determined)
$ 8.00
Perform Make-
Ready
Engineering
Produce Make-Ready
Engineering design
documents for Attaching
Entities operating Private
Networks.
Produce
technical
documents
within the time
frames provided
in the Pole
Attachment
Standards.
Unit Price – Price
per Pole reviewed
(Additional
breakdown of
tasks to be
determined)
$ 275.00
Assist Attaching
Entities in
Application
Process
As necessary and
appropriate, assist
Attaching Entities by
answering questions and
explaining the Pole
Attachment Standards as
part of the Application
submission process.
Toll time period
for completing
Application
review and
approval
pending
submission of
complete
Application.
Time & Expense See attached rate
sheet
Documentation
of Application
Process
Document the
Application process,
including invoicing, as
provided in the Pole
Attachment Standards
and contractual
requirements.
Create database
entries,
invoices, and
reports within
time periods
provided in the
Pole
Attachment
Standards and
contractual
obligations.
Unit Price
(Additional
breakdown of
tasks to be
determined)
$ 160.00
DocuSign Envelope ID: 2CCB6881-DC23-4944-87A2-7C7CE1E3C52F
TRC Pricing Response for RFQ # 7328
[Type here]
Safety Incidents
Reports
Report all safety
incidents to the DME
Manager, Pole
Attachment Services.
Immediately at
time of
occurrence or as
soon as
practical
thereafter.
Time & Expense to
prepare report
See attached rate
sheet
Customer
Contacts
Reports
Provide a brief
description of any
contact with DME
customers. Report
should include issue
discussed and resolution
of issue (pending or
completed).
Within one (1)
business day of
contact.
Immediately, if
escalation
required.
Unit Price – Price
per report
submitted
$ 20.00
Application
Process Status
Reporting
Provide DME reports
regarding the status of all
Pole Attachments
Applications in progress.
Weekly, or as
requested by
DME
Unit Price – Price
per report
submitted
$ 32.50
Program
Performance
Reporting
Provide DME higher-level
reports regarding the
work undertaken in a
given month related to
the DME Pole
Attachment Program.
Monthly, or as
requested by
DME
Unit Price – Price
per report
submitted
$ 320.00
Technical
“White-Papers”
or Other
Studies
Provide DME technical
assistance in the
development of “white-
papers” or other
appropriate
documentation.
As requested
DME
Time & Expense –
As required
See attached rate
sheet
Mileage Mileage Per Mile Per Mile $ 2.55
DocuSign Envelope ID: 2CCB6881-DC23-4944-87A2-7C7CE1E3C52F
Job Classification Low High Job Classification Low High
Distribution Operations Manager $165 $195 Distribution Analyst III $75 $85
Distribution Supervisor $125 $160 Distribution Analyst II $65 $75
Support Services Manager $165 $195 Distribution Analyst I $60 $70
Support Services Supervisor $125 $160
Distribution Coordinator $80 $90
Program Manager $145 $170 Administrative Assistant $60 $70
Senior Project Manager $120 $130
Project Manager $100 $120 Contract Consultant $195 205
Associate Project Manager $90 $100 Contract Analyst IV $105 $115
Project Coordinator $80 $90 Contract Analyst III $95 $105
Contract Analyst II $85 $95
Distribution Engineer V $135 $145 Contract Analyst I $75 85
Distribution Engineer IV $125 $135
Distribution Engineer III $115 $125 Senior Construction Manager $120 $160
Distribution Engineer II $105 $115 Construction Manager $110 $130
Distribution Engineer I $95 $105 Construction Inspector $80 $110
Field Construction Coordinator $70 $100
Distribution Designer IV $95 $105
Distribution Designer III $85 $95 Right of Way Agent IV $100 $110
Distribution Designer II $80 $90 Right of Way Agent III $90 $100
Distribution Designer I $75 $85 Right of Way Agent II $80 $90
Right of Way Agent I $70 $80
Distribution Technician III $70 $80
Distribution Technician II $65 $75 Application Developer III $110 $125
Distribution Technician I $60 $70 Application Developer II $95 $110
Application Developer I $80 $95
CAD Technician II $75 $85
CAD Technician I $65 $75 Storm Damage Assessor III $110 $120
Storm Damage Assessor II $100 $110
Storm Damage Assessor I $60 $70
I. Labor
a. Work requests for labor greater than 40 hours will be billed standard,
straight time hourly rate according to listed technical services.
b. All storm services will be billed to the client at the standard straight time hourly rate
plus a multiplier of 1.5 x standard rate
II. Mileage
a. Mileage will be charged at the current IRS rate.
III. Per Diems
a. Per diems will be billed at the current GSA rate for the area
in which the work is performed if overnight travel is required.
IV. Material
a. All materials will be billed at cost plus 15%.
2020 Distribution Rate Schedule
DocuSign Envelope ID: 2CCB6881-DC23-4944-87A2-7C7CE1E3C52F
www.TRCcompanies.com
DocuSign Envelope ID: 2CCB6881-DC23-4944-87A2-7C7CE1E3C52F
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
TRC ENGINEERS, INC.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the
date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business
relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
7/15/2020
Signature of vendor doing business with the governmental entity Date
X
ATTACHMENT C
DocuSign Envelope ID: 2CCB6881-DC23-4944-87A2-7C7CE1E3C52F
Certificate Of Completion
Envelope Id: 2CCB6881DC23494487A27C7CE1E3C52F Status: Completed
Subject: Please DocuSign: City Council Contract 7328 Joint Use Services
Source Envelope:
Document Pages: 26 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 1 Christa Christian
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
4/29/2021 10:40:41 AM
Holder: Christa Christian
Christa.Christian@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Christa Christian
christa.christian@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 4/30/2021 10:01:21 AM
Viewed: 4/30/2021 10:01:33 AM
Signed: 4/30/2021 10:02:32 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 4/30/2021 10:02:35 AM
Viewed: 4/30/2021 10:07:41 AM
Signed: 4/30/2021 10:08:15 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 4/30/2021 10:08:17 AM
Viewed: 4/30/2021 10:49:13 AM
Signed: 4/30/2021 10:52:03 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Edward Myszka
emyszka@trccompanies.com
President, Power
TRC Solutions
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 104.129.206.203
Sent: 4/30/2021 10:52:05 AM
Viewed: 5/2/2021 10:19:55 AM
Signed: 5/3/2021 12:07:45 PM
Electronic Record and Signature Disclosure:
Accepted: 5/2/2021 10:19:55 AM
ID: 1f042145-32ae-40d3-9dc0-dfd2c34142ce
Signer Events Signature Timestamp
Antonio Puente, Jr.
Antonio.Puente@cityofdenton.com
DME General Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 5/3/2021 12:07:47 PM
Viewed: 5/3/2021 12:13:45 PM
Signed: 5/3/2021 12:14:17 PM
Electronic Record and Signature Disclosure:
Accepted: 5/3/2021 12:13:45 PM
ID: f84a09bb-d886-40eb-a612-41ee559ae709
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 5/3/2021 12:14:19 PM
Viewed: 6/9/2021 11:42:14 AM
Signed: 6/9/2021 11:42:28 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 6/9/2021 11:42:31 AM
Viewed: 6/9/2021 12:53:52 PM
Signed: 6/9/2021 12:53:58 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 6/9/2021 12:54:01 PM
Viewed: 6/9/2021 1:17:12 PM
Signed: 6/9/2021 1:17:34 PM
Electronic Record and Signature Disclosure:
Accepted: 6/9/2021 1:17:12 PM
ID: 04e56902-6cf4-422c-acc0-8c4c45382248
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/30/2021 10:02:35 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 5/3/2021 12:14:19 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 5/3/2021 12:14:20 PM
Viewed: 5/4/2021 12:50:37 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 6/9/2021 1:17:37 PM
Viewed: 6/9/2021 1:48:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Arturo Guardado
arturo.guardado@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 6/9/2021 1:17:38 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/30/2021 10:01:21 AM
Certified Delivered Security Checked 6/9/2021 1:17:12 PM
Signing Complete Security Checked 6/9/2021 1:17:34 PM
Completed Security Checked 6/9/2021 1:17:38 PM
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. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
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required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Edward Myszka, Antonio Puente, Jr., 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
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To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
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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..
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** These minimum requirements are subject to change. If these requirements change, we will
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