Loading...
7878 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF 7878 Not Applicable Roadway Funding Strategy Cori Power RFQ MARCH 1, 2022 N/A 22-380 City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 34 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7878 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Freese and Nichols, Inc., with its corporate office at 801 Cherry St., Suite 2800, Fort Worth, TX 76102, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Roadway Funding Strategy services, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF 03/01/2022 City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 34 A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFQ 7878 – Roadway Funding Strategy, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. D. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit B. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 34 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $550,900. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 34 in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 34 OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 34 B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Freese and Nichols, Inc. City of Denton Trey Shanks Purchasing Manager –File 7878 801 Cherry Street, Suite 2800 901B Texas Street Fort Worth, TX 76102 Denton, Texas 76201 DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 34 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 34 ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFQ 7878 – Roadway Funding Strategy services (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule, Compensation Fees Exhibit C – Consultant’s Insurance Requirements Exhibit D – Conflict of Interest Questionnaire What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Trey Shanks. However, nothing herein shall limit CONSULTANT DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 34 from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 34 Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL Consultant 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, Consultant certifies that Consultant’s signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV PROHIBITION ON CONTRACTS WITH COMPANIES DOING BUSINESS WITH IRAN, SUDAN, OR A FOREIGN TERRORIST ORGANIZATION Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Consultant certifies that Consultant’s signature provides written verification to the City that Consultant, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the Consultant submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The consultant shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 34 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXVII PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF 03/01/2022 City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 34 CONSULTANT BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ SARA HENSLEY INTERIM CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF Principal 817-881-9132 CB@freese.com Chris Bosco General Manager of Public Works Public Works ethan cox 2022-845400 City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 34 Exhibit A RFQ 7878 – Roadway Funding Strategy for the City of Denton (on file in the purchasing office) DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 14 of 34 Exhibit B RFQ 7878 – Roadway Funding Strategy Scope of Work PROJECT UNDERSTANDING The City of Denton (the “City”) owns and maintains approximately 1,600 lane-miles of roadway assets, which are inspected on a five-year basis. Based on this data, the City executes maintenance, repair, and capital improvement plans. The overall condition index (OCI) of the City’s roadway network has improved from a 64 in 2015 to 68 in 2020, out of a 100-point scale. However, the City has a goal to improve and maintain the network’s OCI to 70, which will require continued investment in maintenance and capital improvement programs. These programs are funded through a variety of established sources (franchise fees, municipal bonds, and state/federal funding). The City projects that these funding sources will not generate sufficient capital to address all the roadway improvements needed over the next 5 years. Additionally, each funding source is only intended to be used for specific types of roadway improvement projects. For example, municipal GO bonds are not intended to be utilized to fund maintenance improvements. The purpose of this project is to optimize the City’s existing maintenance, repair, and capital improvement strategy, considering both roadway condition and funding sources over the next 40 years. Additionally, this project will evaluate multiple funding strategies that can be established to pay for a portion of these activities. Supplementary services related to development of a dynamic roadway management and funding strategy tool, as well as implementation of an additional funding source can be provided as “Special Services”. BASIC SERVICES Task A: Project Management A.1 Meeting - Project Kickoff: Freese and Nichols (FNI) will meet with the City to review scope, project team, schedule of the project, and present a data request outlining the data needs for the project. FNI will prepare and deliver meeting minutes documenting the discussion items. A.2 Project Administration: FNI will provide project management services including project coordination and communications with the City. Monthly invoices and status reporting will be conducted. Project progress and milestone meetings are outlined in the individual scope tasks. A.3 Project Coordination Meetings: FNI will conduct 30-minute bi-weekly virtual meetings with the City to coordinate activities, track progress, discuss pending needs and review upcoming activities and milestones. Task B: Data Collection and Review B1. Data Collection: FNI will collect existing, relevant data from the City for use in the development of the Roadway Funding Strategy. FNI already has a significant amount of data in-house, including roadway condition assessment data, roadway capital improvement project data, Water and Wastewater GIS data, and InfoAsset Planner models and the Water Master Plan, for this effort but will coordinate with the City to obtain updates and other data as appropriate. FNI will compile data from the City for DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 15 of 34 roadway, water, wastewater, and stormwater infrastructure inventory, including the following, as available:  GIS infrastructure data  Level of service data  Condition, criticality, and risk-based scoring data  Renewal and maintenance data o Asset condition assessment data o Completed maintenance improvement project lists (with costs) o Work orders and complaint database records  Capital improvement data o Planning documents o Infrastructure capital improvement project lists o Completed capital improvement project lists (with costs)  Current funding o Roadway revenue sources and budgets o Funding policies o Relevant financial metrics, such as assumed inflation and interest rates o Current source funding terms o Funding source bond schedules o Funding source constraints B2. Data Capture Interviews: FNI will conduct up to six (6) virtual meetings with City staff from multiple departments, including Water Utilities, to review provided data and to collect institutional knowledge where documentation is not available. FNI will interview staff to understand the current process(es) conducted to plan renewal actions and to develop CIP for roadway and subsurface utility infrastructure. Current approaches for cross-infrastructure coordination will be documented. B3. Roadway Funding Data Review: FNI will review the data and information provided to evaluate its value for inclusion in the roadway funding strategies planning process and feasibility for inclusion in the roadway funding model. FNI will evaluate factors including the completeness of the asset inventory, attribute data, segmentation approach and consistency, risk-based condition assessment data, and other relevant factors. B4. Meeting - Data Assessment Findings: FNI will meet one (1) time with the City to review findings of the data assessment. FNI will prepare and deliver meeting minutes documenting the discussion items. Task C: Roadway Maintenance & Improvement Strategy Evaluation C.1 Review and Update Roadway Lifecycle Projections: FNI will utilize data provided by the City, in Task B, to review projections for roadway degradation curves. Roadway DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 16 of 34 degradation curves projections may consider roadway age, maintenance history, pavement type, roadway classification, traffic loading, and other factors as data is available. FNI will also review estimated condition index impacts and life extension projections of roadway improvement types performed by the City. FNI will update the roadway lifecycle projections based on data review. Where City specific data is not available, FNI will develop projections based on common industry practice. C.2 Meeting - Roadway Lifecycle Projections: FNI will meet one (1) time with the City to review the roadway lifecycle projections. FNI will prepare and deliver meeting minutes documenting the discussion items. C.3 Develop Roadway Lifecycle Model: FNI will develop a roadway lifecycle model based on the previously developed projections (Task C.1). The model will be utilized to estimate the yearly OCI score of each roadway asset in the City’s network over a 40- year timeframe. C.4 Evaluate City’s Existing Roadway Management Activities: FNI will incorporate the City’s existing roadway management activities and strategy into the roadway lifecycle model. The model will be utilized to estimate the yearly OCI of each roadway asset over a 40-year timeframe based on the City’s existing management strategy and a no-maintenance run-to-failure strategy. FNI will prepare summary information and large mapping of the model results. C.5 Meeting - Roadway Lifecycle Model and Existing Management Strategies Evaluation: FNI will meet one (1) time with the City to review the roadway lifecycle model results and the effectiveness of the City’s existing roadway management strategy. FNI will discuss alternative roadway management approaches with the City. The City will identify specific roadway management approaches to be used for further evaluation with the model (Task C.6). FNI will prepare and deliver meeting minutes documenting the discussion items. C.6 Evaluate Alternative Roadway Management Strategies to Optimize Whole Life Cost: FNI will assess alternative roadway management approaches, selected by the City, in the roadway lifecycle model to identify a roadway management strategy to optimize whole-life cost of roadway infrastructure. This iteration of the model will include utility condition index ratings from associated water, wastewater, and stormwater pipe. Funding options and constraints will be factored into a subsequent iteration of the model (Task D). The model will be utilized to estimate the yearly OCI and whole-life cost of each roadway asset over a 40-year timeframe based on the optimized roadway management strategy. FNI will prepare summary information and mapping of the model results. C.7 Meeting - Roadway Management Strategies Review: FNI will meet one (1) time with the City to review the alternative roadway management strategies model results. FNI will collect feedback and review revisions with the City in up to two (2) project coordination meetings. FNI will prepare and deliver meeting minutes documenting the discussion items. DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 17 of 34 Task D: Roadway Funding Evaluation D.1 Develop Funding Assumptions: FNI will utilize data provided by the City to develop assumptions for roadway improvement funding, to include such things as: financial factors, funding options, policies, revenue expectations, and revenue constraints for each existing and potential funding source. D.2 Identify Roadway Funding Source Options: FNI will utilize data provided by the City, and from previously developed assumptions (Task D.1), to identify long-term roadway funding options to be incorporated into the roadway lifecycle model. Potential long-term funding options include franchise fees, property taxes, sales taxes, general fund, and user fees. A high level summary of relevant 3rd-party funding options, including County, NCTCOG, State, and Federal options will also be identified. FNI will meet with the City to review the identified roadway funding sources and collect feedback regarding any potential constraints during a project coordination meeting. D.3 Incorporate Roadway Funding Scenarios: FNI will incorporate the roadway funding options into the roadway lifecycle model. The model will then be utilized to estimate the yearly maintenance and improvement cost and OCI of each roadway asset over a 40-year timeframe based on the optimized roadway management strategy and the identified roadway funding options. D.4 Meeting - Roadway Funding Options Review: FNI will meet one (1) time with the City to review the identified roadway funding options for the City’s consideration. The City will provide feedback regarding the identified funding options for further evaluation within the model. FNI will prepare and deliver meeting minutes documenting the discussion items. D.5 Perform Roadway Funding Options Evaluation: FNI will incorporate the feedback and comments from the City into the roadway lifecycle model. FNI will optimize the roadway strategy considering optimized roadway management approaches and the revised roadway funding options. The model will be utilized to estimate the yearly OCI with an intent to meet the City’s goal OCI, whole-life cost of each roadway asset, and revenue demand from identified funding sources over a 40-year timeframe based on the optimized roadway management strategy. FNI will prepare a summary of the yearly roadway network costs, OCI score, projected funding levels for each funding source, and potential financial impact to the community for each funding strategy. D.6 Meeting - Roadway Funding Strategies Evaluation Review: FNI will meet one (1) time with the City to review the optimized roadway management and funding strategies. FNI will revise the roadway management and funding strategies up to two times. FNI will collect feedback and review revisions with the City in up to two (2) project coordination meetings. FNI will prepare and deliver meeting minutes documenting the discussion items. Task E: Roadway Funding Strategy Report DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 18 of 34 E.1 Prepare Draft Roadway Management & Funding Assessment Report: FNI will provide the City a report documenting the data assessment, assumptions, model development, results of the evaluation, recommendations on an optimized roadway management strategy, and potential financial impact to the community. E.2 Meeting - Draft Report Review: FNI will meet one (1) time with the City to discuss the draft report. FNI will prepare and deliver meeting minutes documenting the discussion items. E.3 Finalize Roadway Management & Funding Assessment Report: The City will consolidate and provide one set of review comments of the draft report for FNI to address. FNI will revise the draft report based upon the City’s comments and prepare a final report. FNI will provide the City with two (2) hard copies, and an electronic copy in PDF format of the report. FNI will provide the City with five (5) paper copies of the final report along with digital copies in PDF format. E.4 Present Summary of Project Findings to City Council: FNI will prepare and present a summary of the project’s findings and recommendations to City Council in a work session. FNI will coordinate with City staff in preparation of the presentation prior to the meeting with City Council. BASIC SERVICES SUMMARY OF DELIVERABLES:   Monthly Project Updates (Task A.2)   Data Assessment Findings (Task B.4)   Roadway Lifecycle Projections (Task C.2)   Roadway Lifecycle Existing Strategy Results (Task C.4)   Roadway Lifecycle Optimized Strategy Results (Task C.6)   Roadway Funding Source Options (Task D.2)   Optimized Roadway Management and Funding Strategy (Task D.5)   Draft Roadway Management & Funding Assessment Report (Task E.1)   Final Roadway Management & Funding Assessment Report (Task E.3)   Presentation to City Council (Task E.4)    BASIC SERVICES PROJECT SCHEDULE:  Milestone Schedule  Notice to Proceed March 1, 2022  Kickoff Meeting By March 4, 2022  Data Assessment Findings Meeting  By March 18, 2022  Roadway Lifecycle Projections  By March 25, 2022  Roadway Lifecycle Existing Strategy Results  By April 15, 2022  Roadway Lifecycle Optimized Strategy Results  By May 6, 2022  Roadway Funding Source Options  By March 25, 2022  DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 19 of 34 Optimized Roadway Management and Funding Strategy By May 13, 2022  Roadway Management & Funding Assessment Draft Final Report  By May 31, 2022  Roadway Management & Funding Assessment Final Report 2 weeks from receipt of Final  City comments  Presentation to City Council TBD per City schedule     DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 20 of 34   SPECIAL SERVICES Upon separate written request of the City, FNI will provide the following services related to the Basic Scope of Services. Task F (Roadway Management Strategy Dynamic Modeling Tool) provides services to develop a dynamic modeling tool to modify and update the roadway management and funding strategy over time as circumstances and conditions change. Task G (Roadway User Fee Development and Implementation) provides services for the development and implementation of a monthly user fee to generate dedicated revenue for roadway management needs. Task F: Roadway Management Strategy Dynamic Modeling Tool FNI will work with the City to automate components of the roadway management process using available software tools to minimize the manual effort required for infrastructure investment planning. FNI’s approach intends to maximize use of the City’s existing software tools, including, Cartegraph, CityWorks, ESRI ArcGIS, ESRI Model Builder, as well as readily available programs such as Microsoft PowerBI to assist in coordinated evaluation and effective communication of results with stakeholders. This scope is based on the following assumptions:  Infrastructure inventory and attributes are populated in ESRI ArcGIS  Priority purpose of the software tool: o Automate the analysis and decision-making process for infrastructure investment planning activities o Visualization dashboard for stakeholder communication F.1 Roadway Management Tool Options Analysis: FNI will prepare an evaluation of software tools, emphasizing existing software used by the City, to automate components of the roadway management process. Software options to be evaluated include ESRI ArcGIS Model Builder, Microsoft Excel, Power BI, and Tableau. FNI will identify conceptual approaches for each software to enhance the process execution, including pros and cons of each option. Factors for consideration in the evaluation of each approach will include existing implementation of software by City, staffing requirements to maintain and use software, functionality, integration capability with existing City systems, and cost. F.2 Meeting - Roadway Management Tool Review: FNI will conduct one (1) workshop with the City to discuss software automation/standardization options. FNI will present the results of the software tool options analysis. FNI will facilitate discussion with City staff to identify the preferred software approach for development, as well as the anticipated users of the software tool. F.3 Meeting - Roadway Management Tool Requirements: FNI will conduct one (1) workshop with the City to identify and document the specific requirements for the software tool. FNI will walk through the roadway management standardized process as applicable to identify components that can be automated through the software tool, DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 21 of 34 as well as current constraints. FNI will facilitate discussion with the City’s anticipated software tool users to identify preferred user interfaces for entering data, modifying parameters, conducting analyses, and generating output. F.4 Roadway Management Tool Requirements Document: FNI will prepare a draft Software Requirements Document to detail the scope of the software tool to be developed. The draft document will include:  Tool overview (purpose and scope)  Functional logic (user process and experience)  Design considerations (system requirements, assumptions, constraints, user access, etc.) FNI will provide the draft Software Requirements document to the City for review. FNI will address the City’s feedback and finalize the Software Requirements document. An electronic PDF of the document will be delivered to the City. F.5 Initial Draft Roadway Management Tool: FNI will develop a draft software tool, adhering to the Software Requirements Document. F.6 Meeting - Initial Draft Roadway Management Tool Review: FNI will conduct one (1) workshop with City staff to present the draft software tool, demonstrate the functionality, and facilitate discussion about features and desired modifications. FNI will document requested modifications and note changes that can be made within the scope of the project and modifications that require additional effort to be implemented. F.7 Final Draft Roadway Management Tool: FNI will develop a final draft version of the software tool, adhering to the Software Requirements Document and incorporating implementable feedback obtained in the Initial Draft Roadway Management Tool Review Meeting. F.8 Meeting - Final Draft Roadway Management Tool Review: FNI will conduct one (1) workshop with City staff to present the final draft software tool, demonstrate the functionality, and facilitate discussion about features and desired modifications. FNI will document requested modifications and note changes that can be made within the scope of the project and modifications that require additional effort to be implemented. F.9 Final Roadway Management Tool: FNI will develop a final version of the software tool, adhering to the Software Requirements Document and incorporating implementable feedback obtained in the Final Draft Roadway Management Tool Review Meeting. FNI will deliver the Final Roadway Management Tool to the City in preparation for staff training. F.10 Training Workshop: FNI will conduct one day of training for City staff. The goals of the training workshop are to train staff on the Process Workflow and use of the Roadway Management Tool in the development of prioritized improvement planning. FNI will provide up to five (5) laptop computers for the training workshop. DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 22 of 34 Licensing accommodations are dependent of the software selected for the Roadway Management Tool. The training workshop will be held at the City of Denton office. F.11 On-Call Support: FNI will provide 40 hours of on-call support to City staff for implementation assistance of the Roadway Management Tool. Additional support will be provided to the City upon request as an Additional Service. Task G: Roadway User Fee Development and Implementation G.1 Roadway User Fee Kickoff Meeting: FNI will meet with the City to discuss key policy issues for the creation of the Roadway User Fee. The following policy issues will be discussed at the initial meeting to discuss and finalize the methodological approach for the development of the Roadway User Fee. a) Identification of system users expected to receive assessment b) Approach to assessing fee to individual properties c) Fee structure d) Exemptions e) Appeals policy G.2 Data Collection: This effort will be limited to existing, available information. FNI will collect and integrate into a GIS database the following information, as available: a) Existing parcel information from the City and/or Denton County Appraisal District. b) Current utility billing records c) Building development area from Appraisal District data or other existing GIS data approved by the City d) Land use data from the City, Denton Central Appraisal District, FNI’s internal files, and the City’s recently completed impact fee study e) Trip factors for the various land uses – FNI will utilize the service unit equivalency table prepared as part of the current city roadway impact fee study as a basis for defining tiered fee structuring. G.3 Roadway User Fee Rate Model: FNI will create up to three (3) Roadway User Fee Rate Models using a combination of the information collected in Task GS.2. Each model option will assume a single rate for each single-family residential property, and non- single family residential property rates will be determined based on a combination of the data collected in Task G.2. Options will include: a) Basis for classification of travel characteristics b) Fee structure DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 23 of 34 c) Rates (Residential and non-residential fee options) by classification and/or tier d) Exemptions e) FNI will meet with the City to discuss fee structure options, and based on meeting input from the City staff, FNI will modify the three (3) fee rate options for consideration by City Council. G.4 Roadway User Fee Ordinance, Fee Schedule and Appeals Process: FNI will support the city in the development of a draft Roadway User Fee ordinance, fee schedule and appeals process for Council adoption. The City will be responsible for all public outreach, required noticing and publishing of public noticing consistent with state and/or local requirements. G.5 Fee Table Structure: FNI will provide the City with a fee table structure for the Roadway User Fee to be added into the City’s existing utility billing system. G.6 City Council Meeting for Utility Ordinance and Fee Schedule Adoption: The City will present the Roadway User Fee Ordinance and Fee Schedule to be considered for adoption. FNI will support with the development of meeting materials for public hearings. G.7 Roadway User Fee Utility Billing Integration: FNI will coordinate with City staff to integrate the Roadway User Fee data developed in GIS into the City’s utility billing system. FNI will utilize the City’s unique identifiers for each property to allow for ongoing maintenance of the appropriate Roadway User Fee between the City’s GIS and utility billing system. a) Quality control testing prior to transition: FNI will coordinate with City staff to conduct up to two (2) trial billing runs. Following each cycle FNI will conduct trial data exports to GIS for maintenance updates. b) Utility billing maintenance methodology: FNI will coordinate with the City to develop a data integration approach for maintenance of the dataset. This will include maintenance of data through project development to keep dataset current. G.8 Cost of Service Evaluation: FNI will perform an independent Cost of Service Evaluation based on the roadway lifecycle and funding model and coordination with City staff. G.9 Roadway User Fee Implementation Final Report: FNI will prepare a final report that documents the basis and approach for the development, implementation and maintenance of the City’s Roadway User Fee. FNI will provide the City with five (5) hard copies and one (1) electronic file of the draft Roadway User Fee Report upon completion of the project. Upon receipt of the City’s final comments, FNI will DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 24 of 34 finalize the report and deliver five (5) hard copies and one (1) electronic file to the City. G.10 Public Outreach: FNI will develop up to two (2) mailers and/or social media postings to be distributed to the community. The mailers/postings will provide information to educate the community about the need for and benefit of proper pavement management, the equitable nature of funding this service through a Roadway User Fee, and the proposed fee recommended for approval by City Council. This information will be provided to the City in an electronic format for printing as a utility bill insert, separate mailer, handout, or social media posting. The City will be responsible for the logistics and cost of printing and distributing the information. G.11 Roadway User Fee Web Site: FNI will develop a roadway management web site for the community to learn about current activities, needed activities, and funding options to address both in the long term. The web site will be developed as a stand-alone site linked from the City’s web site. G.12 Stakeholder Meetings: FNI will provide technical support to the City for up to five (5) public stakeholder meetings to educate the community about pavement management and needs, to present funding recommendations, and to collect public input. The City will be responsible for securing a location for each meeting and providing seating for attendees. The City will provide presentation equipment, note boards, comment forms, handouts, and light refreshments. FNI will support with the development of a PowerPoint presentation discussing the methodological approach to the development of the Roadway User Fee, the framework for fee structuring and program implementation. G.13 Road User Fee Implementation On-call Assistance: FNI will provide on-call implementation assistance to help the City initiate billing, proactively address key stakeholder concerns, respond to community questions, and other related activities requested by the City. SPECIAL SERVICES SUMMARY OF DELIVERABLES:  Task F – Roadway Management Strategy Dynamic Modeling Tool   Roadway Management Tool Requirements Document (Task F.4)   Initial Draft Roadway Management & Funding Tool (Task F.5)   Final Draft Roadway Management & Funding Tool (Task F.7)   Final Roadway Management & Funding Tool (Task F.9)    Task G – Roadway User Fee Development and Implementation  Roadway User Fee Policies and Goals Memo (Task G.1)   Roadway User Fee Model Fee Structure Options (Task G.3)   Roadway User Fee Draft Ordinance, Fee Schedule, and Appeals Process ( Task G.4)   Draft Roadway User Fee Rate Structure (Task G.5)   Final Draft Roadway User Fee Development and Implementation Report (Task G.9)  DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 25 of 34  Public Outreach Content for Mailers, Social Media, Web Site (Tasks G.10, G.11)    SPECIAL SERVICES PROJECT SCHEDULE:   Task F – Roadway Management Strategy Dynamic Modeling Tool   To be determined in coordination with City staff. Typical schedule would be 3-5 months from Notice to Proceed. Task G – Roadway User Fee Development and Implementation  To be determined in coordination with City staff. Typical schedule would be 4-6 months from Notice to Proceed. Additional time may be necessary to accommodate public outreach. DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 26 of 34 TOTAL COMPENSATION FNI will provide the identified Basic Services for the lump sum total of Two-Hundred Twenty- Nine Thousand Nine Hundred Dollars ($229,900.00). Upon request of the City, FNI will provide Special Services for Task F (Roadway Management Strategy Dynamic Modeling Tool) for the lump sum total of One-Hundred Twenty-Eight Thousand Nine Hundred Dollars ($128,900.00) and for Task G (Roadway User Fee Development and Implementation) for the lump sum total of One-Hundred Ninety-Two Thousand One Hundred Dollars ($192,100.00) BASIC SERVICES Task A: Project Management $19,800.00 Task B: Data Collection and Review $25,600.00 Task C: Roadway Maintenance & Improvement Strategy Evaluation $78,400.00 Task D: Roadway Funding Evaluation $91,200.00 Task E: Roadway Funding Strategy Report $14,900.00 Basic Services Subtotal $229,900.00 SPECIAL SERVICES Task F: Roadway Management Strategy Dynamic Modeling Tool $128,900.00 Task G: Roadway User Fee Development and Implementation $192,100.00 Special Services Subtotal $321,000.00 PROJECT TOTAL $550,900.00 DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 27 of 34 Exhibit C Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:  Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better.  Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.  Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 28 of 34  Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers.  That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability.  Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers.  Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date.  Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.  Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.  Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 29 of 34 If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:  Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage.  Coverage B shall include personal injury.  Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least:  Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures.  Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for:  any auto, or  all owned, hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 30 of 34 §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 31 of 34 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 32 of 34 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 33 of 34 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7) Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF 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 Exhibit DocuSign Envelope ID: 7E861467-83DC-44C1-94AA-3A5659B9E4FF Freese and Nichols, Inc. D X 2/1/2022 N/A N/A Certificate Of Completion Envelope Id: 7E86146783DC44C194AA3A5659B9E4FF Status: Completed Subject: Please DocuSign: City Council Contract 7878 - Roadway Funding Strategy Source Envelope: Document Pages: 35 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 1/31/2022 11:44:36 AM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/31/2022 11:49:21 AM Viewed: 1/31/2022 11:49:42 AM Signed: 1/31/2022 11:50:23 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: 1/31/2022 11:50:25 AM Viewed: 1/31/2022 12:26:43 PM Signed: 1/31/2022 12:29:03 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: 1/31/2022 12:29:06 PM Viewed: 1/31/2022 5:22:40 PM Signed: 1/31/2022 5:29:29 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris Bosco CB@freese.com Principal Freese and Nichols, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 97.75.108.6 Sent: 1/31/2022 5:29:31 PM Viewed: 1/31/2022 5:36:17 PM Signed: 2/1/2022 9:29:10 AM Electronic Record and Signature Disclosure: Accepted: 1/31/2022 5:36:17 PM ID: 19b074d1-8897-4a02-9314-e8524387c7f2 Signer Events Signature Timestamp ethan cox ethan.cox@cityofdenton.com General Manager of Public Works Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 2/1/2022 9:29:15 AM Viewed: 2/1/2022 9:30:37 AM Signed: 2/1/2022 9:30:48 AM Electronic Record and Signature Disclosure: Accepted: 8/7/2018 4:24:18 PM ID: feebacc3-151e-47bb-af6d-be8889ffcb35 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 2/1/2022 9:30:50 AM Viewed: 3/2/2022 9:57:21 AM Signed: 3/2/2022 9:58:18 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: 3/2/2022 9:58:20 AM Viewed: 3/2/2022 9:58:46 AM Signed: 3/2/2022 9:58:53 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: 3/2/2022 9:58:56 AM Viewed: 3/2/2022 2:35:41 PM Signed: 3/2/2022 2:36:59 PM Electronic Record and Signature Disclosure: Accepted: 3/2/2022 2:35:41 PM ID: 04324283-6ad2-48d6-96be-3dee2e5e3d71 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 1/31/2022 11:50:26 AM 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: 2/1/2022 9:30:50 AM Viewed: 2/2/2022 7:53:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 3/2/2022 2:37:02 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 3/2/2022 2:37:02 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/31/2022 11:49:21 AM Certified Delivered Security Checked 3/2/2022 2:35:41 PM Signing Complete Security Checked 3/2/2022 2:36:59 PM Completed Security Checked 3/2/2022 2:37:03 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 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: Chris Bosco, ethan cox, Rosa Rios How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.