7599-007 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
Not Applicable
I35 Aesthetics Plan
PSA
Erica Garcia
7599-007
N/A
FEBRUARY 1, 2022
22-265
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 1 of 17
CITY OF DENTON, TEXAS
STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL
SERVICES
This AGREEMENT is between the City of Denton, a Texas home-rule municipality
("CITY"), and Kimley-Horn and Associates, Inc., with its corporate office at 100 W. Oak
Street, Suite 203, Denton, TX 76201 and authorized to do business in Texas,
("ENGINEER"), for a PROJECT generally described as: design services for TXDOT I-35
Aesthetic Package (the "PROJECT").
SECTION 1
Scope of Services
A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees
to perform, professional engineering services set forth in the Scope of Services
attached hereto as Attachment A. These services shall be performed in connection
with the PROJECT.
B. Additional services, if any, will be requested in writing by the CITY. CITY shall not
pay for any work performed by ENGINEER or its consultants, subcontractors and/or
suppliers that has not been ordered in advance and in writing. It is specifically
agreed that ENGINEER shall not be compensated for any additional work resulting
from oral orders of any person.
SECTION 2
Compensation and Term of Agreement
A. The ENGINEER shall be compensated for all services provided pursuant to this
AGREEMENT in an amount not to exceed $113,137.00 in the manner and in
accordance with the fee schedule as set forth in Attachment A. Payment shall be
considered full compensation for all labor, materials, supplies, and equipment
necessary to complete the services described in Attachment A.
B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall
be for a term beginning upon the effective date, as described below, and shall continue
for a period which may reasonably be required for the completion of the PROJECT,
until the expiration of the funds, or completion of the PROJECT and acceptance by the
CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to
completion as described in the PROJECT schedule as set forth in Attachment A.
SECTION 3
Terms of Payment
Payments to the ENGINEER will be made as follows:
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 2 of 17
A. Invoice and Payment
(1) The Engineer shall provide the City sufficient documentation, including but not
limited to meeting the requirements set forth in the PROJECT schedule as set
forth in Attachment A to reasonably substantiate the invoices.
(2) The ENGINEER will issue monthly invoices for all work performed under this
AGREEMENT. Invoices for the uncontested performance of the particular
services are due and payable within 30 days of receipt by City.
(3) Upon completion of services enumerated in Section 1, the final payment of any
balance for the uncontested performance of the services will be due within 30
days of receipt of the final invoice.
(4) In the event of a disputed or contested billing, only that portion so contested will
be withheld from payment, and the undisputed portion will be paid. The CITY
will exercise reasonableness in contesting any bill or portion thereof. No
interest will accrue on any contested portion of the billing until mutually resolved.
(5) If the CITY fails to make payment in full to ENGINEER for billings contested in
good faith within 60 days of the amount due, the ENGINEER may, after giving 7
days' written notice to CITY, suspend services under this AGREEMENT until
paid in full. In the event of suspension of services, the ENGINEER shall have
no liability to CITY for delays or damages caused the CITY because of such
suspension of services.
SECTION 4
Obligations of the Engineer
A. General
The ENGINEER will serve as the CITY's professional engineering representative under
this AGREEMENT, providing professional engineering consultation and advice and
furnishing customary services incidental thereto.
B. Standard of Care
The ENGINEER shall perform its services:
(1) with the professional skill and care ordinarily provided by competent engineers
practicing in the same or similar locality and under the same or similar
circumstances and professional license; and
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 3 of 17
(2) as expeditiously as is prudent considering the ordinary professional skill and
care of a competent engineer.
C. Subsurface Investigations
(1) The ENGINEER shall advise the CITY with regard to the necessity for
subcontract work such as special surveys, tests, test borings, or other
subsurface investigations in connection with design and engineering work to be
performed hereunder. The ENGINEER shall also advise the CITY concerning
the results of same. Such surveys, tests, and investigations shall be furnished
by the CITY, unless otherwise specified in Attachment A.
(2) In soils, foundation, groundwater, and other subsurface investigations, the
actual characteristics may vary significantly between successive test points and
sample intervals and at locations other than where observations, exploration,
and investigations have been made. Because of the inherent uncertainties in
subsurface evaluations, changed or unanticipated underground conditions may
occur that could affect the total PROJECT cost and/or execution. These
conditions and cost/execution effects are not the responsibility of the
ENGINEER.
D. Preparation of Engineering Drawings
The ENGINEER will provide to the CITY the original drawings of all plans in ink on
reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by
CITY, which shall become the property of the CITY. CITY may use such drawings in any
manner it desires; provided, however, that the ENGINEER shall not be liable for the use of
such drawings for any project other than the PROJECT described herein.
E. Engineer's Personnel at Construction Site
(1) The presence or duties of the ENGINEER's personnel at a construction site,
whether as on-site representatives or otherwise, do not make the ENGINEER or
its personnel in any way responsible for those duties that belong to the CITY
and/or the CITY's construction contractors or other entities, and do not relieve
the construction contractors or any other entity of their obligations, duties, and
responsibilities, including, but not limited to, all construction methods, means,
techniques, sequences, and procedures necessary for coordinating and
completing all portions of the construction work in accordance with the
AGREEMENT Documents and any health or safety precautions required by
such construction work. The ENGINEER and its personnel have no authority to
exercise any control over any construction contractor or other entity or their
employees in connection with their work or any health or safety precautions.
(2) Except to the extent of specific site visits expressly detailed and set forth in
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 4 of 17
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 A.
(2) In providing opinions of cost, financial analyses, economic feasibility projections,
and schedules for the PROJECT, the ENGINEER has no control over cost or
price of labor and materials; unknown or latent conditions of existing equipment
or structures that may affect operation or maintenance costs; competitive
bidding procedures and market conditions; time or quality of performance by
third parties; quality, type, management, or direction of operating personnel; and
other economic and operational factors that may materially affect the ultimate
PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty
that the CITY's actual PROJECT costs, financial aspects, economic feasibility,
or schedules will not vary from the ENGINEER's opinions, analyses, projections,
or estimates.
G. Construction Progress Payments
Recommendations by the ENGINEER to the CITY for periodic construction progress
payments to the construction contractor will be based on the ENGINEER's knowledge,
information, and belief from selective sampling and observation that the work has
progressed to the point indicated. Such recommendations do not represent that
continuous or detailed examinations have been made by the ENGINEER to ascertain that
the construction contractor has completed the work in exact accordance with the
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 5 of 17
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
notice of intended audits.
(2) ENGINEER further agrees to include in all its subconsultant agreements
hereunder a provision to the effect that the subconsultant agrees that the CITY
shall, until the expiration of five (5) years after final payment under the
subcontract, have access to and the right to examine and photocopy any
directly pertinent books, documents, papers and records of such subconsultant,
involving transactions to the subcontract, and further, that the CITY shall have
access during normal working hours to all subconsultant facilities, and shall be
provided adequate and appropriate work space, in order to conduct audits in
compliance with the provisions of this section together with subsection (3)
hereof. CITY shall give subconsultant reasonable advance notice of intended
audits.
(3) ENGINEER and subconsultant agree to photocopy such documents as may be
requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost
of copies at the rate published in the Texas Administrative Code in effect as of
the time copying is performed.
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 6 of 17
J. INSURANCE
(1) ENGINEER’S INSURANCE
a. Commercial General Liability – the ENGINEER shall maintain
commercial general liability (CGL) and, if necessary, commercial
umbrella insurance with a limit of not less than $1,000,000.00 per each
occurrence with a $2,000,000.00 aggregate. If such Commercial General
Liability insurance contains a general aggregate limit, it shall apply
separately to this PROJECT or location.
i. The CITY shall be included as an additional insured with all rights
of defense under the CGL, using ISO additional insured
endorsement or a substitute providing equivalent coverage, and
under the commercial umbrella, if any. This insurance shall apply
as primary insurance with respect to any other insurance or self-
insurance programs afforded to the CITY. The Commercial
General Liability insurance policy shall have no exclusions or
endorsements that would alter or nullify: premises/operations,
products/completed operations, contractual, personal injury, or
advertising injury, which are normally contained within the policy,
unless the CITY specifically approves such exclusions in writing.
ii. ENGINEER waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by the commercial general
liability or commercial umbrella liability insurance maintained in
accordance with this AGREEMENT.
b. Business Auto – the ENGINEER shall maintain business auto liability
and, if necessary, commercial umbrella liability insurance with a limit of
not less than $1,000,000 each accident. Such insurance shall cover
liability arising out of “any auto”, including owned, hired, and non-owned
autos, when said vehicle is used in the course of the PROJECT. If the
engineer owns no vehicles, coverage for hired or non-owned is
acceptable.
i. ENGINEER waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by the business auto liability or
commercial umbrella liability insurance obtained by ENGINEER
pursuant to this AGREEMENT or under any applicable auto
physical damage coverage.
c. Workers’ Compensation – ENGINEER shall maintain workers
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 7 of 17
compensation and employers liability insurance and, if necessary,
commercial umbrella liability insurance with a limit of not less than
$100,000.00 each accident for bodily injury by accident or $100,000.00
each employee for bodily injury by disease, with $500,000.00 policy limit.
i. ENGINEER waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by workers compensation and
employer’s liability or commercial umbrella insurance obtained by
ENGINEER pursuant to this AGREEMENT.
d. Professional Liability – ENGINEER shall maintain professional liability, a
claims-made policy, with a minimum of $1,000,000.00 per claim and
aggregate. The policy shall contain a retroactive date prior to the date of
the AGREEMENT or the first date of services to be performed,
whichever is earlier. Coverage shall be maintained for a period of 5 years
following the completion of the AGREEMENT. An annual certificate of
insurance specifically referencing this PROJECT shall be submitted to
the CITY for each year following completion of the AGREEMENT.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that the ENGINEER has obtained all
required insurance shall be attached to this AGREEMENT prior to its
execution.
b. Applicable policies shall be endorsed to name the CITY an Additional
Insured thereon, subject to any defense provided by the policy, as its
interests may appear. The term CITY shall include its employees,
officers, officials, agents, and volunteers as respects the contracted
services.
c. Certificate(s) of insurance shall document that insurance coverage
specified in this AGREEMENT are provided under applicable policies
documented thereon.
d. Any failure on part of the CITY to attach the required insurance
documentation hereto shall not constitute a waiver of the insurance
requirements.
e. A minimum of thirty (30) days notice of cancellation or material change in
coverage shall be provided to the CITY. A ten (10) days notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent
to the respective Department Director (by name), City of Denton, 901
Texas Street, Denton, Texas 76209.
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 8 of 17
f. Insurers for all policies must be authorized to do business in the State of
Texas and have a minimum rating of A:V or greater, in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management.
g. Any deductible or self insured retention in excess of $25,000.00 that
would change or alter the requirements herein is subject to approval by
the CITY in writing, if coverage is not provided on a first-dollar basis. The
CITY, at it sole discretion, may consent to alternative coverage
maintained through insurance pools or risk retention groups. Dedicated
financial resources or letters of credit may also be acceptable to the
CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation
in favor of the CITY as respects the PROJECT.
i. The CITY shall be entitled, upon its request and without incurring
expense, to review the ENGINEER's insurance policies including
endorsements thereto and, at the CITY's discretion; the ENGINEER may
be required to provide proof of insurance premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a
claims-made basis, shall contain a retroactive date coincident with or
prior to the date of the AGREEMENT. The certificate of insurance shall
state both the retroactive date and that the coverage is claims-made.
k. Coverages, whether written on an occurrence or claims-made basis,
shall be maintained without interruption nor restrictive modification or
changes from date of commencement of the PROJECT until final
payment and termination of any coverage required to be maintained after
final payments.
l. The CITY shall not be responsible for the direct payment of any
insurance premiums required by this AGREEMENT.
m. Sub consultants and subcontractors to/of the ENGINEER shall be
required by the ENGINEER to maintain the same or reasonably
equivalent insurance coverage as required for the ENGINEER. When
sub consultants/subcontractors maintain insurance coverage,
ENGINEER shall provide CITY with documentation thereof on a
certificate of insurance.
K. Independent Consultant
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 9 of 17
The ENGINEER agrees to perform all services as an independent consultant and not as a
subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior
shall not apply.
L. Disclosure
The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of
any existing conflicts of interest or potential conflicts of interest, including personal financial
interest, direct or indirect, in property abutting the proposed PROJECT and business
relationships with abutting property cities. The ENGINEER further acknowledges that it will
make disclosure in writing of any conflicts of interest that develop subsequent to the
signing of this AGREEMENT and prior to final payment under the AGREEMENT.
M. Asbestos or Hazardous Substances
(1) If asbestos or hazardous substances in any form are encountered or suspected,
the ENGINEER will stop its own work in the affected portions of the PROJECT
to permit testing and evaluation.
(2) If asbestos or other hazardous substances are suspected, the CITY may
request the ENGINEER to assist in obtaining the services of a qualified
subcontractor to manage the remediation activities of the PROJECT.
N. Permitting Authorities - Design Changes
If permitting authorities require design changes so as to comply with published design
criteria and/or current engineering practice standards which the ENGINEER should have
been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise
plans and specifications, as required, at its own cost and expense. However, if design
changes are required due to the changes in the permitting authorities' published design
criteria and/or practice standards criteria which are published after the date of this
AGREEMENT which the ENGINEER could not have been reasonably aware of, the
ENGINEER shall notify the CITY of such changes and an adjustment in compensation will
be made through an amendment to this AGREEMENT.
O. Schedule
ENGINEER shall manage the PROJECT in accordance with the schedule developed per
Attachment A to this AGREEMENT.
P. Equal Opportunity
(1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents
shall engage in any discriminatory employment practice. No person shall, on
the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 10 of 17
testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this AGREEMENT.
(2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and
ENGINEER’s agents shall not engage in any discriminatory employment
practice against individuals with disabilities as defined in the ADA.
SECTION 5
Obligations of the City
A. City-Furnished Data
ENGINEER may rely upon the accuracy, timeliness, and completeness of the information
provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the ENGINEER as required for the
ENGINEER's performance of its services. The CITY will perform, at no cost to the
ENGINEER, such tests of equipment, machinery, pipelines, and other components of the
CITY's facilities as may be required in connection with the ENGINEER's services. The
CITY will be responsible for all acts of the CITY's personnel.
C. Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and
pay for all advertisements for bids; permits and licenses required by local, state, or federal
authorities; and land, easements, rights-of-way, and access necessary for the
ENGINEER's services or PROJECT construction.
D. Timely Review
The CITY will examine the ENGINEER's studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as the
CITY deems appropriate; and render in writing decisions required by the CITY in a timely
manner in accordance with the PROJECT schedule prepared in accordance with
Attachment A.
E. Prompt Notice
The CITY will give prompt written notice to the ENGINEER whenever CITY observes or
becomes aware of any development that affects the scope or timing of the ENGINEER's
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 11 of 17
services or of any defect in the work of the ENGINEER or construction contractors.
F. Asbestos or Hazardous Substances Release.
(1) CITY acknowledges ENGINEER will perform part of the work at CITY's
facilities that may contain hazardous materials, including asbestos containing
materials, or conditions, and that ENGINEER had no prior role in the
generation, treatment, storage, or disposition of such materials. In
consideration of the associated risks that may give rise to claims by third
parties or employees of City, City hereby releases ENGINEER from any
damage or liability related to the presence of such materials.
(2) The release required above shall not apply in the event the discharge, release
or escape of hazardous substances, contaminants, or asbestos is a result of
ENGINEER’s negligence or if ENGINEER brings such hazardous substance,
contaminant or asbestos onto the PROJECT.
G. Contractor Indemnification and Claims
The CITY agrees to include in all construction contracts the provisions of Article IV.E.
regarding the ENGINEER's Personnel at Construction Site, and provisions providing for
contractor indemnification of the CITY and the ENGINEER for contractor's negligence.
H. Contractor Claims and Third-Party Beneficiaries
(1) The CITY agrees to include the following clause in all contracts with
construction contractors and equipment or materials suppliers:
"Contractors, subcontractors and equipment and materials
suppliers on the PROJECT, or their sureties, shall maintain no
direct action against the ENGINEER, its officers, employees, and
subcontractors, for any claim arising out of, in connection with, or
resulting from the engineering services performed. Only the CITY
will be the beneficiary of any undertaking by the ENGINEER."
(2) This AGREEMENT gives no rights or benefits to anyone other than the CITY
and the ENGINEER and there are no third-party beneficiaries.
(3) The CITY will include in each agreement it enters into with any other entity or
person regarding the PROJECT a provision that such entity or person shall
have no third-party beneficiary rights under this AGREEMENT.
(4) Nothing contained in this Section H. shall be construed as a waiver of any right
the CITY has to bring a claim against ENGINEER.
I. CITY's Insurance
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 12 of 17
(1) The CITY may maintain property insurance on certain pre-existing structures
associated with the PROJECT.
(2) The CITY may secure Builders Risk/Installation insurance at the replacement
cost value of the PROJECT. The CITY may provide ENGINEER a copy of the
policy or documentation of such on a certificate of insurance.
J. Litigation Assistance
The Scope of Services does not include costs of the ENGINEER for required or requested
assistance to support, prepare, document, bring, defend, or assist in litigation undertaken
or defended by the CITY. In the event CITY requests such services of the ENGINEER, this
AGREEMENT shall be amended or a separate agreement will be negotiated between the
parties.
K. Changes
The CITY may make or approve changes within the general Scope of Services in this
AGREEMENT. If such changes affect the ENGINEER's cost of or time required for
performance of the services, an equitable adjustment will be made through an amendment
to this AGREEMENT with appropriate CITY approval.
SECTION 6
General Legal Provisions
A. Authorization to Proceed
ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a
written Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of the
ENGINEER, whether in hard copy or in electronic form, are instruments of service for this
PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by
the CITY or by others acting through or on behalf of the CITY of any such instruments of
service without the written permission of the ENGINEER will be at the CITY's sole risk.
The CITY shall own the final designs, drawings, specifications and documents.
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 13 of 17
C. Force Majeure
The ENGINEER is not responsible for damages or delay in performance caused by acts of
God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER
that prevent ENGINEER’s performance of its obligations hereunder.
D. Termination
(1) This AGREEMENT may be terminated:
a. by the City for its convenience upon 30 days' written notice to
ENGINEER.
b. by either the CITY or the ENGINEER for cause if either party fails
substantially to perform through no fault of the other and the
nonperforming party does not commence correction of such
nonperformance within 5 days’ written notice or thereafter fails to
diligently complete the correction.
(2) If this AGREEMENT is terminated for the convenience of the City, the
ENGINEER will be paid for termination expenses as follows:
a. Cost of reproduction of partial or complete studies, plans, specifications
or other forms of ENGINEER'S work product;
b. Out-of-pocket expenses for purchasing electronic data files and other
data storage supplies or services;
c. The time requirements for the ENGINEER'S personnel to document the
work underway at the time of the CITY'S termination for convenience so
that the work effort is suitable for long time storage.
(3) Prior to proceeding with termination services, the ENGINEER will submit to the
CITY an itemized statement of all termination expenses. The CITY'S approval
will be obtained in writing prior to proceeding with termination services.
E. Suspension, Delay, or Interruption to Work
The CITY may suspend, delay, or interrupt the services of the ENGINEER for the
convenience of the CITY. In the event of such suspension, delay, or interruption, an
equitable adjustment in the PROJECT's schedule, commitment and cost of the
ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be
made.
F. Indemnification
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 14 of 17
IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,
THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST
LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S
AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH
THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS
CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL
TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS
REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S
LIABILITY.
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the prior written
consent of the other party.
H. Jurisdiction
The law of the State of Texas shall govern the validity of this AGREEMENT, its
interpretation and performance, and any other claims related to it. The venue for any
litigation related to this AGREEMENT shall be Denton County, Texas.
I. Severability and Survival
If any of the provisions contained in this AGREEMENT are held for any reason to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
will not affect any other provision, and this AGREEMENT shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F.,
6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause.
J. Observe and Comply
ENGINEER shall at all times observe and comply with all federal and State laws and
regulations and with all City ordinances and regulations which in any way affect this
AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws
ordinances and regulations which may exist or may be enacted later by governing bodies
having jurisdiction or authority for such enactment. No plea of misunderstanding or
ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY
AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND
EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF
THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION,
WHETHER IT BE BY ITSELF OR ITS EMPLOYEES.
K. Immigration Nationality Act
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 15 of 17
ENGINEER shall verify the identity and employment eligibility of its employees who
perform work under this AGREEMENT, including completing the Employment Eligibility
Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with
copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and
State laws as well as establish appropriate procedures and controls so that no services
will be performed by any ENGINEER employee who is not legally eligible to perform
such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS,
AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the
right to immediately terminate this AGREEMENT for violations of this provision by
ENGINEER.
L. Prohibition On Contracts With Companies Boycotting Israel
ENGINEER acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, CITY is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company
that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to
those terms in Section 808.001 of the Texas Government Code. By signing this
AGREEMENT, ENGINEER certifies that ENGINEER’S signature provides written
verification to the CITY that ENGINEER: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the AGREEMENT. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or
a Foreign Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with
companies that do business with Iran, Sudan, or a foreign terrorist organization. By
signing this AGREEMENT, ENGINEER certifies that ENGINEER’S signature
provides written verification to the CITY that ENGINEER, pursuant to Chapter
2252, is not ineligible to enter into this AGREEMENT and will not become
ineligible to receive payments under this AGREEMENT by doing business with
Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
N. 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
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 16 of 17
at the time the Contractor submits the signed contract. The Texas Ethics Commission
has adopted rules requiring the business entity to file Form 1295 electronically with the
Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract
is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th
day after Council award. Once a Form 1295 is acknowledged, it will be posted to the
Texas Ethics Commission’s website within seven business days.
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 - Scope of Services, Compensation, and Project Schedule
These documents make up the AGREEMENT documents and what is called for by one
shall be as binding as if called for by all. In the event of an inconsistency or conflict in
any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall
be resolved by giving precedence first to the written AGREEMENT then to the
AGREEMENT documents in the order in which they are listed above.
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 9/6/18
Page 17 of 17
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:
ENGINEER
City Manager
Date:__________________
Kimley-Horn and Associates, Inc.
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
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2022-843497
Vice President
Scott Arnold
Director of Parks and Recreation
Parks & Recreation
02/01/2022
02/01/2022
02/01/2022
MACK REINWAND,
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kimley-horn.com 6160 Warren Parkway, Suite 210, Frisco, TX 75034 972 335 3580
January 7, 2022
Mr. Drew Huffman
Assistant Direction, Planning & Operations
Parks and Recreation City of Denton
601 East Hickory Street
Denton, Texas 76205
Drew.Huffman@cityofdenton.com
Re: I-35 Corridor: Wall, Hardscape and Landscape Enhancements
Landscape Architecture Professional Services
City of Denton, Texas
Dear Mr. Huffman,
Kimley-Horn and Associates, Inc. (“Kimley-Horn” or the “Consultant”), is pleased to submit this letter of
agreement (the “Agreement”) to the City of Denton (the “Client”) for professional services related to the
beautification of the redesign of the I-35 corridor and interchange. Our project understanding, scope of
services, schedule, and fees are described below:
PROJECT UNDERSTANDING
The City of Denton is pursuing the graphic design of the Mechanically Stabilized Earth (MSE) retaining
walls, and decorative hardscape and landscape enhancements related to the TxDOT project of the
redesigned overpasses on I-35 through the City of Denton (the “Project”), a ~6.5 mile stretch containing
6 overpasses and the interchange at 35E and 35W in the City of Denton, TX (the “City”).
This proposal is for the landscape architecture design services of the major intersections along the
corridor which can be found below. (Figure A).
Attachment A
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· Design of Life Safety lighting and signage is beyond the scope of this Agreement.
· The Consultant does not guarantee the issuance of permits or approvals. If permits are issued
for this project, the conditions and expiration dates are the sole responsibility of Client.
· The Consultant shall be permitted to make such corrections or interpretations as may be
necessary for the fulfillment of the intent of the Contract Documents. Client shall not allow the
contractor to take advantage of any apparent errors, omissions or discrepancies in the
drawings or specifications. In case of any errors, omissions or discrepancies in the drawings
or specifications, Client shall direct the contractor to promptly submit the matter to Client before
the improvements are built. Client shall promptly make a determination and issue the
necessary instructions to the contractor in writing. Any adjustment by the contractor without
this determination and instructions shall be at the contractor’s own risk and expense. The Work
is to be made complete as intended by the Contract Documents.
· In the performance of any services during construction, The Consultant shall not be responsible
for the means, methods, acts, techniques, equipment choice and usage, sequences, schedules
or for safety precautions or programs of any Contractor, Subcontractor, or any other individual
or entity performing or furnishing work. The Consultant shall not have the authority or
responsibility to stop or direct the work of any Contractor or authorize changes to the
Contractor’s scope of work. The Consultant will not be responsible for any inspections or
certifications during or after completion of the project.
· Electrical design (such as site lighting), structural design (such as retaining walls), and site
signage design is beyond the scope of this Agreement.
· The work related to Consultant’s scope is not anticipated to impact United States Army Corps
of Engineers jurisdictional areas or other Environmentally Sensitive Areas.
· The work related to Consultant’s scope is not anticipated to impact any published FEMA
floodplain area.
· It is understood that the design scope of this agreement is limited to the following intersections:
· The merge of I-35E and I-35W
· Oak Street
· US 380
· Loop 288
· Highway 77
· Ganzer Road
· Milam Road
· Due to the everchanging circumstances surrounding the COVID-19 Virus, situations may arise
during the performance of this Agreement that affect availability of resources and staff of
Kimley-Horn, the client, other consultants, and public agencies. There could be changes in
anticipated delivery times, jurisdictional approvals, and project costs. Kimley-Horn will exercise
reasonable efforts to overcome the challenges presented by current circumstances, but
Kimley-Horn will not be liable to Client for any delays, expenses, losses, or damages of any
kind outside of its complete control.
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SCOPE OF SERVICES
The tasks outlined below are the professional services to be provided by Kimley-Horn.
LS = Lump Sum Fee Type
HR = Hourly Fee (Projected)
Task 1 Concept Design Plans (Intersections)
Kimley-Horn will attend a design kick-off meeting with the Client to discuss their vision for the project.
In this initial meeting, Kimley-Horn and the Client will confirm the scope of the improvements related to
Kimley-Horn’s scope of work. Based on information from the meeting, Kimley-Horn will develop a set
of concept sketches of proposed features illustrating the general scope, scale, and relationship of
design components and submit them to the Client for review. Kimley-Horn will provide up to three (3)
preliminary design concepts. It is understood that the graphic inspiration for the MSE walls is to follow
along the lines of stylized music.
The elements to be illustrated in the Preliminary Concept Plan(s) are expected to be limited to:
· Architectural elements of major wall sections
· Architectural elements of vertical columns on overpasses
· General hardscape patterns
As a part of this task, Kimley Horn will attend one (1) Client review meeting to review the preliminary
design concepts. Based on input received during the initial design review meeting, Kimley-Horn will
attend one (1) additional meeting with the client to present one (1) final concept design package. Upon
approval of the final concept design package, that package will be used as a basis for preparing the
Landscape Architecture Schematic Design Plans. If additional Client comment revisions are required,
then this effort will be billed at our then current hourly rate schedule.
Task 2 Schematic Design Plans (Intersections)
Based on the final concept design package approved by the Client, Kimley-Horn will develop a set of
Schematic Plans of proposed features illustrating the general scope, scale, and relationship of design
components and submit them to the Client for review. Kimley-Horn will provide up to three (3)
preliminary design concepts.
The elements to be illustrated in the Preliminary Schematic Plan are expected to be limited to:
· Architectural elements of major wall sections
· Architectural elements of vertical columns on overpasses
· General hardscape patterns
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· Pedestrian & trail connectivity layout
· Landscape concept plantings
· Schematic Lighting Design
As a part of this task, Kimley Horn will attend one (1) Client review meeting to review the preliminary
schematic design concepts. Based on input received during the initial design review meeting, Kimley-
Horn will attend one (1) additional meeting with the Client to present one (1) final schematic design
package. Upon approval of the final schematic design package, that package will be used as a basis
for preparing the Landscape Architecture Construction Documents (Not included in this agreement). If
additional Client comment revisions are required, then this effort will be billed at our then current hourly
rate schedule.
Kimley Horn will prepare one (1) Opinion of Probable Construction Cost (OPCC) for Client review as
part of this task. Because the Consultant does not control the cost of labor, materials, equipment, or
services furnished by others, methods of determining prices, or competitive bidding or market
conditions, any opinions rendered as to costs, including but not limited to opinions as to the costs of
construction and materials, shall be made on the basis of its experience and represent its judgment as
an experienced and qualified professional, familiar with the industry. The Consultant cannot and does
not guarantee that proposals, bids or actual costs will not vary from its opinions of cost.
Kimley-Horn will create an OPCC for safety lighting and aesthetic lighting for the subject project. This
will include most current low bid constructions costs of items such as conduit, light pole, foundation,
light fixture, conductor, and electrical service.
This task will also consist of a preliminary material take-off and determining quantities and units for
each of the previously described bid items.
Task 3 Concept Design Plans (Entries and Wayfinding)
Kimley-Horn will attend a Design kick-off meeting with the Client to discuss their vision for the project.
In this initial meeting, Kimley-Horn and the Client will identify the detailed scope of the improvements.
Based on information from the meeting, Kimley-Horn will develop a set of concept sketches of proposed
features illustrating the general scope, scale, and relationship of design components and submit them
to the Client for review. Kimley-Horn will provide up to three (3) preliminary design concepts.
The elements to be illustrated in the Preliminary Schematic Plan are expected to be limited to:
· Entry monumentation at Milam Road
· Major and minor wayfinding elements along the corridor
· Major element at the UNT merge intersection
As a part of this task, Kimley Horn will attend one (1) Client review meeting to review the preliminary
schematic design concepts. Based on input received during the initial design review meeting, Kimley-
Horn will attend one (1) additional meeting with the client to present one (1) final schematic design
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package. Upon approval of the final schematic design package, that package will be used as a basis
for preparing the Landscape Architecture Schematic Design Plans. If additional Client comment
revisions are required, then this effort will be billed at our then current hourly rate schedule.
Task 4 Schematic Design Plans (Entries and Wayfinding)
Kimley-Horn will attend a Design kick-off meeting with the Client to discuss their vision for the project.
In this initial meeting, Kimley-Horn and the Client will identify the detailed scope of the improvements.
Based on information from the meeting, Kimley-Horn will develop a set of concept sketches of proposed
features illustrating the general scope, scale, and relationship of design components and submit them
to the Client for review. Kimley-Horn will provide up to three (3) preliminary design concepts.
The elements to be illustrated in the Preliminary Schematic Plan are expected to be limited to:
· Entry monumentation at Milam Road
· Major and minor wayfinding elements along the corridor
· Major element at the UNT merge intersection
· Enhanced hardscape
· Enhanced landscape plantings
· Amenity features such as raised planters, canopies, seating areas, etc.
· Schematic Lighting Design
As a part of this task, Kimley Horn will attend one (1) Client review meeting to review the preliminary
schematic design concepts. Based on input received during the initial design review meeting, Kimley-
Horn will attend one (1) additional meeting with the client to present one (1) final schematic design
package. Upon approval of the final schematic design package, that package will be used as a basis
for preparing the Landscape Architecture Construction Documents (Not included in this agreement). If
additional Client comment revisions are required, then this effort will be billed at our then current hourly
rate schedule.
Kimley Horn will prepare one (1) Opinion of Probable Construction Cost for Client review as part of this
task. Because the Consultant does not control the cost of labor, materials, equipment, or services
furnished by others, methods of determining prices, or competitive bidding or market conditions, any
opinions rendered as to costs, including but not limited to opinions as to the costs of construction and
materials, shall be made on the basis of its experience and represent its judgment as an experienced
and qualified professional, familiar with the industry. The Consultant cannot and does not guarantee
that proposals, bids, or actual costs will not vary from its opinions of cost.
Task 5 Meetings / Coordination (During Design)
Kimley-Horn can be available to attend design team meetings, Client meetings, and/or conference calls
and any other project related meetings not listed in previous task items. This task includes up to sixty
(60) hours of meetings in addition to the quantity provided in the tasks above. Should additional
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meetings or coordination be required, this effort will be billed on an hourly basis at the then current
hourly rate schedule.
ADDITIONAL SERVICES
Kimley-Horn can provide the following services, however; they are not included in the scope of this
Agreement:
1. Design Development Plans
2. Construction Documents
3. Bidding Assistance
4. Construction Phase Services
5. Structural engineering of walls, fencing, columns, and structures.
6. Lighting Photometrics / Circuitry
7. Lighting Footing Design / Engineering
8. Preparation of Record Drawings
9. 3D Renderings and/ or 3D Fly Through Videos
10. Drawing revisions requested after Construction Documents are complete
11. Any item not specifically included in the Scope of Services
SCHEDULE
Vertical walls and decorative flatwork:
Schematic Design Concepts to TxDOT – March 1, 2022
Construction Documents to TxDOT – June 1, 2022
Landscape Design and Wayfinding Elements:
Schematic Design Concepts to City – April 2022
Construction Documents to City - TBD
INFORMATION PROVIDED BY THE CLIENT
We shall be entitled to rely on the completeness and accuracy of all information provided by the Client.
The Client shall provide information requested by Kimley-Horn during the project, including but not
limited to the following:
1. It is understood that the City will provide the basis of design for the required medallions to be
modified into the form liner design.
2. It is understood that the City may engage a local artist to assist in the design of major and/or
minor wayfinding elements.
3. It is understood that the City will perform the iterative design presentations to City Council, Art
Committee and any other entities or groups determined by the City. Kimley-Horn will provide
the exhibits as a part of the tasks included below.
4. Permission to enter the subject property;
5. Executed copy of this Agreement
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FEE AND BILLING
Basic Services provided for a lump sum fee:
Task 1 Concept Design Plans (Intersections) $ 15,500.00
Task 2 Schematic Design Plans (Intersections) $ 19,000.00
Task 3 Concept Design Plans (Entries and Wayfinding) $ 20,250.00
Task 4 Schematic Design Plans (Entries and Wayfinding) $ 35,500.00
Total Lump Sum Direct Costs $ 90,250.00
Basic Services provided for an hourly rate fee:
Task 5 Meetings/ Coordination During Design $ 17,500.00
Total Hourly Fee (Projected) $ 107,750.00
Office Expense 5% $ 5,387.00
Grand Total (Projected) $ 113,137.00
Kimley-Horn will not exceed the total maximum labor fee shown without authorization from the Client.
Individual task amounts are provided for budgeting purposes only. Kimley-Horn reserves the right to
reallocate amounts among tasks as necessary.
Labor fee will be billed on an hourly basis according to our then-current rates. Direct reimbursable
expenses such as express delivery services, fees, air travel, and other direct expenses will be billed at
1.15 times cost. A percentage of labor fee will be added to each invoice to cover certain other expenses
as to these tasks such as telecommunications, in-house reproduction, postage, supplies, project related
computer time, and local mileage. Administrative time related to the project may be billed hourly. All
permitting, application, and similar project fees will be paid directly by the Client. Should the Client
request Kimley-Horn to advance any such project fees on the Client’s behalf, a separate invoice for
such fees, with a fifteen percent (15%) markup, will be immediately issued to and paid by the Client.
Payment will be due within 25 days of your receipt of the invoice and should include the invoice number
and Kimley-Horn project number.
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CLOSURE
In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to,
the terms and conditions in the attached Standard Provisions, which are incorporated by reference.
As used in the Standard Provisions, the term "Consultant" shall refer to Kimley-Horn and Associates,
Inc., and the term "Client" shall refer to the City of Denton.
If you concur in all the foregoing and wish to direct us to proceed with the services, please have
authorized persons execute both copies of this Agreement in the spaces provided below retain one
copy and return the other to us. Fees and times stated in this Agreement are valid for sixty (60) days
after the date of this letter.
We appreciate the opportunity to provide these services to you. Please contact me if you have any
questions.
Best Regards,
KIMLEY-HORN AND ASSOCIATES, INC.
Jonathan Campbell, PLA Paul McCracken, P.E.
Associate/ Project Manager Senior Vice President
Attachments: Standard Provisions
Agreed to this day of , 2022.
City of Denton
By:
(Print Name)
Title:
KIMLEY-HORN AND ASS
Jonathan Campbell, PLA
Associate
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JANUARY1ST
Sara Hensley
Interim City Manager
Rev 10/2020
1
KIMLEY-HORN AND ASSOCIATES, INC.
STANDARD PROVISIONS
(1) Consultant's Scope of Services and Additional Services. The Consultant will perform only the services
specifically described in this Agreement. If requested by the Client and agreed to by the Consultant, the Consultant
will perform Additional Services, which shall be governed by these provisions. Unless otherwise agreed to in writing,
the Client shall pay the Consultant for any Additional Services an amount based upon the Consultant’s then-current
hourly rates plus an amount to cover certain direct expenses including telecommunications, in-house reproduction,
postage, supplies, project related computer time, and local mileage. Other direct expenses will be billed at 1.15 times
cost.
(2) Client's Responsibilities. In addition to other responsibilities herein or imposed by law, the Client shall:
(a) Designate in writing a person to act as its representative, such person having complete authority to transmit
instructions, receive information, and make or interpret the Client's decisions.
(b) Provide all information and criteria as to the Client's requirements, objectives, and expectations for the project and
all standards of development, design, or construction.
(c) Provide the Consultant all available studies, plans, or other documents pertaining to the project, such as surveys,
engineering data, environmental information, etc., all of which the Consultant may rely upon.
(d) Arrange for access to the site and other property as required for the Consultant to provide its services.
(e) Review all documents or reports presented by the Consultant and communicate decisions pertaining thereto within
a reasonable time so as not to delay the Consultant.
(f) Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals and
consents from other parties as may be necessary.
(g) Obtain any independent accounting, legal, insurance, cost estimating and feasibility services required by Client.
(h) Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects
the Consultant's services or any defect or noncompliance in any aspect of the project.
(3) Period of Services. Unless otherwise stated herein, the Consultant will begin work after receipt of a properly
executed copy of this Agreement. This Agreement assumes conditions permitting continuous and orderly progress
through completion of the services. Times for performance shall be extended as necessary for delays or suspensions
due to circumstances that the Consultant does not control. If such delay or suspension extends for more than six
months, Consultant’s compensation shall be renegotiated.
(4) Method of Payment. Client shall pay Consultant as follows:
(a) Invoices will be submitted periodically for services performed and expenses incurred. Payment of each invoice will
be due within 25 days of receipt. The Client shall also pay any applicable sales tax. All retainers will be held by the
Consultant and applied against the final invoice. Interest will be added to accounts not paid within 25 days at the rate
of 12% per year beginning on the 25th day. If the Client fails to make any payment due under this or any other agreement
within 30 days after the Consultant's transmittal of its invoice, the Consultant may, after giving notice to the Client,
suspend services and withhold deliverables until all amounts due are paid.
(b) If the Client relies on payment or proceeds from a third party to pay Consultant and Client does not pay Consultant’s
invoice within 60 days of receipt, Consultant may communicate directly with such third party to secure payment.
(c) If the Client objects to an invoice, it must advise the Consultant in writing giving its reasons within 14 days of receipt
of the invoice or the Client’s objections will be waived, and the invoice shall conclusively be deemed due and owing. If
the Client objects to only a portion of the invoice, payment for all other portions remains due.
(d) If the Consultant initiates legal proceedings to collect payment, it may recover, in addition to all amounts due, its
reasonable attorneys' fees, reasonable experts' fees, and other expenses related to the proceedings. Such expenses
shall include the cost, at the Consultant's normal hourly billing rates, of the time devoted to such proceedings by its
employees.
(e) The Client agrees that the payment to the Consultant is not subject to any contingency or condition. The Consultant
may negotiate payment of any check tendered by the Client, even if the words “in full satisfaction” or words intended to
have similar effect appear on the check without such negotiation being an accord and satisfaction of any disputed debt
and without prejudicing any right of the Consultant to collect additional amounts from the Client.
(5) Use of Documents. All documents and data prepared by the Consultant are related exclusively to the services
described in this Agreement, and may be used only if the Client has satisfied all of its obligations under this Agreement.
They are not intended or represented to be suitable for use or reuse by the Client or others on extensions of this project
or on any other project. Any modifications by the Client to any of the Consultant’s documents, or any reuse of the
documents without written authorization by the Consultant will be at the Client's sole risk and without liability to the
Consultant, and the Client shall indemnify, defend and hold the Consultant harmless from all claims, damages, losses
and expenses, including but not limited to attorneys' fees, resulting therefrom. The Consultant’s electronic files and
source code remain the property of the Consultant and shall be provided to the Client only if expressly provided for in
this Agreement. Any electronic files not containing an electronic seal are provided only for the convenience of the
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Rev 10/2020
2
Client, and use of them is at the Client’s sole risk. In the case of any defects in the electronic files or any discrepancies
between them and the hardcopy of the documents prepared by the Consultant, the hardcopy shall govern.
(6) Opinions of Cost. Because the Consultant does not control the cost of labor, materials, equipment or services
furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions rendered
as to costs, including but not limited to the costs of construction and materials, are made solely based on its judgment
as a professional familiar with the industry. The Consultant cannot and does not guarantee that proposals, bids or
actual costs will not vary from its opinions of cost. If the Client wishes greater assurance as to the amount of any cost,
it shall employ an independent cost estimator. Consultant's services required to bring costs within any limitation
established by the Client will be paid for as Additional Services.
(7) Termination. The obligation to provide further services under this Agreement may be terminated by either party
upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with the
terms hereof, or upon thirty days’ written notice for the convenience of the terminating party. The Consultant shall be
paid for all services rendered and expenses incurred to the effective date of termination, and other reasonable expenses
incurred by the Consultant as a result of such termination.
(8) Standard of Care. The standard of care applicable to Consultant’s services will be the degree of care and skill
ordinarily exercised by consultants performing the same or similar services in the same locality at the time the services
are provided. No warranty, express or implied, is made or intended by the Consultant's performance of services, and
it is agreed that the Consultant is not a fiduciary with respect to the Client.
(9) LIMITATION OF LIABILITY. IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THE
PROJECT TO THE CLIENT AND THE CONSULTANT, THE RISKS ARE ALLOCATED SUCH THAT, TO THE
FULLEST EXTENT ALLOWED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS
AGREEMENT OR THE EXISTENCE OF APPLICABLE INSURANCE COVERAGE, THAT THE TOTAL LIABILITY, IN
THE AGGREGATE, OF THE CONSULTANT AND THE CONSULTANT'S OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, AND SUBCONSULTANTS TO THE CLIENT OR TO ANYONE CLAIMING BY, THROUGH OR UNDER THE
CLIENT, FOR ANY AND ALL CLAIMS, LOSSES, COSTS OR DAMAGES WHATSOEVER ARISING OUT OF OR IN
ANY WAY RELATED TO THE SERVICES UNDER THIS AGREEMENT FROM ANY CAUSES, INCLUDING BUT NOT
LIMITED TO, THE NEGLIGENCE, PROFESSIONAL ERRORS OR OMISSIONS, STRICT LIABILITY OR BREACH OF
CONTRACT OR ANY WARRANTY, EXPRESS OR IMPLIED, OF THE CONSULTANT OR THE CONSULTANT'S
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUBCONSULTANTS, SHALL NOT EXCEED TWICE THE
TOTAL COMPENSATION RECEIVED BY THE CONSULTANT UNDER THIS AGREEMENT OR $50,000,
WHICHEVER IS GREATER. HIGHER LIMITS OF LIABILITY MAY BE NEGOTIATED FOR ADDITIONAL FEE. THIS
SECTION 9 IS INTENDED SOLELY TO LIMIT THE REMEDIES AVAILABLE TO THE CLIENT OR THOSE CLAIMING
BY OR THROUGH THE CLIENT, AND NOTHING IN THIS SECTION 9 SHALL REQUIRE THE CLIENT TO
INDEMNIFY THE CONSULTANT.
(10) Mutual Waiver of Consequential Damages. In no event shall either party be liable to the other for any
consequential, incidental, punitive, or indirect damages including but not limited to loss of income or loss of profits.
(11) Construction Costs. Under no circumstances shall the Consultant be liable for extra costs or other
consequences due to unknown conditions or related to the failure of contractors to perform work in accordance with
the plans and specifications. Consultant shall have no liability whatsoever for any costs arising out of the Client’s
decision to obtain bids or proceed with construction before the Consultant has issued final, fully-approved plans and
specifications. The Client acknowledges that all preliminary plans are subject to substantial revision until plans are fully
approved and all permits obtained.
(12) Certifications. All requests for the Consultant to execute certificates, lender consents, or other third-party reliance
letters must be submitted to the Consultant at least 14 days prior to the requested date of execution. The Consultant
shall not be required to execute certificates, consents, or third-party reliance letters that are inaccurate, that relate to
facts of which the Consultant does not have actual knowledge, or that would cause the Consultant to violate applicable
rules of professional responsibility.
(13) Dispute Resolution. All claims by the Client arising out of this Agreement or its breach shall be submitted first
to mediation in accordance with the American Arbitration Association as a condition precedent to litigation. Any
mediation or civil action by Client must be commenced within two years of the accrual of the cause of action asserted
but in no event later than allowed by applicable statutes.
(14) Hazardous Substances and Conditions. Consultant shall not be a custodian, transporter, handler, arranger,
contractor, or remediator with respect to hazardous substances and conditions. Consultant's services will be limited to
analysis, recommendations, and reporting, including, when agreed to, plans and specifications for isolation, removal,
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
Rev 10/2020
3
or remediation. The Consultant will notify the Client of unanticipated hazardous substances or conditions of which the
Consultant actually becomes aware. The Consultant may stop affected portions of its services until the hazardous
substance or condition is eliminated.
(15) Construction Phase Services.
(a) If the Consultant prepares construction documents and the Consultant is not retained to make periodic site visits,
the Client assumes all responsibility for interpretation of the documents and for construction observation, and the Client
waives any claims against the Consultant in any way connected thereto.
(b) The Consultant shall have no responsibility for any contractor's means, methods, techniques, equipment choice
and usage, sequence, schedule, safety programs, or safety practices, nor shall Consultant have any authority or
responsibility to stop or direct the work of any contractor. The Consultant's visits will be for the purpose of endeavoring
to provide the Client a greater degree of confidence that the completed work of its contractors will generally conform to
the construction documents prepared by the Consultant. Consultant neither guarantees the performance of
contractors, nor assumes responsibility for any contractor’s failure to perform its work in accordance with the contract
documents.
(c) The Consultant is not responsible for any duties assigned to it in the construction contract that are not expressly
provided for in this Agreement. The Client agrees that each contract with any contractor shall state that the contractor
shall be solely responsible for job site safety and its means and methods; that the contractor shall indemnify the Client
and the Consultant for all claims and liability arising out of job site accidents; and that the Client and the Consultant
shall be made additional insureds under the contractor’s general liability insurance policy.
(16) No Third-Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or benefits
to anyone other than the Client and the Consultant, and all duties and responsibilities undertaken pursuant to this
Agreement will be for the sole benefit of the Client and the Consultant. The Client shall not assign or transfer any rights
under or interest in this Agreement, or any claim arising out of the performance of services by Consultant, without the
written consent of the Consultant. The Consultant reserves the right to augment its staff with subconsultants as it
deems appropriate due to project logistics, schedules, or market conditions. If the Consultant exercises this right, the
Consultant will maintain the agreed-upon billing rates for services identified in the contract, regardless of whether the
services are provided by in-house employees, contract employees, or independent subconsultants.
(17) Confidentiality. The Client consents to the use and dissemination by the Consultant of photographs of the project
and to the use by the Consultant of facts, data and information obtained by the Consultant in the performance of its
services. If, however, any facts, data or information are specifically identified in writing by the Client as confidential,
the Consultant shall use reasonable care to maintain the confidentiality of that material.
(18) Miscellaneous Provisions. This Agreement is to be governed by the law of the State of Texas. This Agreement
contains the entire and fully integrated agreement between the parties and supersedes all prior and contemporaneous
negotiations, representations, agreements or understandings, whether written or oral. Except as provided in Section
1, this Agreement can be supplemented or amended only by a written document executed by both parties. Any
conflicting or additional terms on any purchase order issued by the Client shall be void and are hereby expressly
rejected by the Consultant. Any provision in this Agreement that is unenforceable shall be ineffective to the extent of
such unenforceability without invalidating the remaining provisions. The non-enforcement of any provision by either
party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the
remainder of this Agreement.
DocuSign Envelope ID: BA450AFF-9551-451A-8B3F-B2903A04B3E8
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: BA450AFF-9551-451A-8B3F-B2903A04B3E8
Kimley-Horn and Associates, Inc.
X
X
X
1/25/2022
X
Certificate Of Completion
Envelope Id: BA450AFF9551451A8B3FB2903A04B3E8 Status: Completed
Subject: Please DocuSign: City Council Contract 7599-007
Source Envelope:
Document Pages: 30 Signatures: 7 Envelope Originator:
Certificate Pages: 6 Initials: 1 Erica Garcia
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
erica.garcia@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
1/24/2022 4:14:01 PM
Holder: Erica Garcia
erica.garcia@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Erica Garcia
erica.garcia@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 1/24/2022 4:24:41 PM
Viewed: 1/24/2022 4:24:58 PM
Signed: 1/24/2022 4:26:03 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 1/24/2022 4:26:05 PM
Viewed: 1/24/2022 4:28:59 PM
Signed: 1/24/2022 4:29:20 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Catherine Clifton, Interim City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 68.191.210.54
Signed using mobile
Sent: 1/24/2022 4:29:22 PM
Viewed: 1/24/2022 5:19:56 PM
Signed: 1/24/2022 5:22:38 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Scott Arnold
Scott.arnold@kimley-horn.com
Vice President
Kimley-Horn and Associates, Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 208.127.245.208
Sent: 1/24/2022 5:22:42 PM
Viewed: 1/25/2022 8:45:17 AM
Signed: 1/25/2022 2:24:58 PM
Electronic Record and Signature Disclosure:
Accepted: 3/27/2020 10:55:11 AM
ID: a1f38400-e5cc-4b57-8548-4dd7e031355d
Signer Events Signature Timestamp
Gary Packan
Gary.Packan@cityofdenton.com
Director of Parks and Recreation
Parks and Recreation
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 1/25/2022 2:25:01 PM
Viewed: 1/25/2022 2:57:51 PM
Signed: 1/25/2022 2:58:56 PM
Electronic Record and Signature Disclosure:
Accepted: 1/25/2022 2:57:51 PM
ID: bdc9795b-485b-4fa9-98b2-b1d02939c951
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 1/25/2022 2:58:59 PM
Viewed: 2/2/2022 8:07:28 AM
Signed: 2/2/2022 8:12:18 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: 2/2/2022 8:12:21 AM
Viewed: 2/2/2022 8:14:28 AM
Signed: 2/2/2022 8:14:35 AM
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: 198.49.140.104
Sent: 2/2/2022 8:14:39 AM
Viewed: 2/2/2022 8:40:59 AM
Signed: 2/2/2022 8:41:51 AM
Electronic Record and Signature Disclosure:
Accepted: 2/2/2022 8:40:59 AM
ID: 2f3a86e0-1369-4f0e-a1d8-7f1b0954f698
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: 1/24/2022 4:26:05 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 1/25/2022 2:59:00 PM
Viewed: 1/25/2022 2:59:59 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 2/2/2022 8:41:54 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Drew Huffman
Drew.Huffman@cityofdenton.com
Parks and Recreation Assistant Director
Security Level: Email, Account Authentication
(None)
Sent: 2/2/2022 8:41:55 AM
Electronic Record and Signature Disclosure:
Accepted: 7/13/2018 2:52:26 PM
ID: 0fcc9a04-4fe5-41d0-935e-32877832cf92
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/24/2022 4:24:41 PM
Certified Delivered Security Checked 2/2/2022 8:40:59 AM
Signing Complete Security Checked 2/2/2022 8:41:51 AM
Completed Security Checked 2/2/2022 8:41:55 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. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Scott Arnold, Gary Packan, Rosa Rios, Drew Huffman
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
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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
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
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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
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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,
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available to me by City of Denton during the course of my relationship with you.