7574-015 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 908ADDD9-CC3C-49CA-A535-CC22C0575866
7574-015
Not Applicable
PSA
SWBPS GST Coating
Crystal Westbrook
N/A
JULY 19, 2022
22-1374
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 1 of 19
CITY OF DENTON, TEXAS
STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL
SERVICES
This AGREEMENT is between the City of Denton, a Texas home-rule municipality
("CITY"), and PARKHILL, SMITH & COOPER, INC., with its corporate office at 4222 85th
St., Lubbock, TX 79423 and authorized to do business in Texas, ("ENGINEER"), for a
PROJECT generally described as: SWBPS GST COATING (the "PROJECT").
SECTION 1
Scope of Services
A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees
to perform, professional engineering services set forth in the Scope of Services
attached hereto as Attachment A. These services shall be performed in connection
with the PROJECT.
B. Additional services, if any, will be requested in writing by the CITY. CITY shall not
pay for any work performed by ENGINEER or its consultants, subcontractors and/or
suppliers that has not been ordered in advance and in writing. It is specifically
agreed that ENGINEER shall not be compensated for any additional work resulting
from oral orders of any person.
SECTION 2
Compensation and Term of Agreement
A. The ENGINEER shall be compensated for all services provided pursuant to this
AGREEMENT in an amount not to exceed $116,500.00 in the manner and in
accordance with the fee schedule as set forth in Attachment B. Payment shall be
considered full compensation for all labor, materials, supplies, and equipment
necessary to complete the services described in Attachment A.
B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall
be for a term beginning upon the effective date, as described below, and shall continue
for a period which may reasonably be required for the completion of the PROJECT,
until the expiration of the funds, or completion of the PROJECT and acceptance by the
CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to
completion as described in the PROJECT schedule as set forth in Attachment C.
SECTION 3
Terms of Payment
Payments to the ENGINEER will be made as follows:
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 2 of 19
A. Invoice and Payment
(1) The Engineer shall provide the City sufficient documentation, including but not
limited to meeting the requirements set forth in the PROJECT schedule as set
forth in Attachment C to reasonably substantiate the invoices.
(2) The ENGINEER will issue monthly invoices for all work performed under this
AGREEMENT. Invoices for the uncontested performance of the particular
services are due and payable within 30 days of receipt by City.
(3) Upon completion of services enumerated in Section 1, the final payment of any
balance for the uncontested performance of the services will be due within 30
days of receipt of the final invoice.
(4) In the event of a disputed or contested billing, only that portion so contested will
be withheld from payment, and the undisputed portion will be paid. The CITY
will exercise reasonableness in contesting any bill or portion thereof. No
interest will accrue on any contested portion of the billing until mutually resolved.
(5) If the CITY fails to make payment in full to ENGINEER for billings contested in
good faith within 60 days of the amount due, the ENGINEER may, after giving 7
days' written notice to CITY, suspend services under this AGREEMENT until
paid in full. In the event of suspension of services, the ENGINEER shall have
no liability to CITY for delays or damages caused the CITY because of such
suspension of services.
SECTION 4
Obligations of the Engineer
A. General
The ENGINEER will serve as the CITY's professional engineering representative under
this AGREEMENT, providing professional engineering consultation and advice and
furnishing customary services incidental thereto.
B. Standard of Care
The ENGINEER shall perform its services:
(1) with the professional skill and care ordinarily provided by competent engineers
practicing in the same or similar locality and under the same or similar
circumstances and professional license; and
(2) as expeditiously as is prudent considering the ordinary professional skill and
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 3 of 19
care of a competent engineer.
C. Subsurface Investigations
(1) The ENGINEER shall advise the CITY with regard to the necessity for
subcontract work such as special surveys, tests, test borings, or other
subsurface investigations in connection with design and engineering work to be
performed hereunder. The ENGINEER shall also advise the CITY concerning
the results of same. Such surveys, tests, and investigations shall be furnished
by the CITY, unless otherwise specified in Attachment A.
(2) In soils, foundation, groundwater, and other subsurface investigations, the
actual characteristics may vary significantly between successive test points and
sample intervals and at locations other than where observations, exploration,
and investigations have been made. Because of the inherent uncertainties in
subsurface evaluations, changed or unanticipated underground conditions may
occur that could affect the total PROJECT cost and/or execution. These
conditions and cost/execution effects are not the responsibility of the
ENGINEER.
D. Preparation of Engineering Drawings
The ENGINEER will provide to the CITY the original drawings of all plans in ink on
reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by
CITY, which shall become the property of the CITY. CITY may use such drawings in any
manner it desires; provided, however, that the ENGINEER shall not be liable for the use of
such drawings for any project other than the PROJECT described herein.
E. Engineer's Personnel at Construction Site
(1) The presence or duties of the ENGINEER's personnel at a construction site,
whether as on-site representatives or otherwise, do not make the ENGINEER or
its personnel in any way responsible for those duties that belong to the CITY
and/or the CITY's construction contractors or other entities, and do not relieve
the construction contractors or any other entity of their obligations, duties, and
responsibilities, including, but not limited to, all construction methods, means,
techniques, sequences, and procedures necessary for coordinating and
completing all portions of the construction work in accordance with the
AGREEMENT Documents and any health or safety precautions required by
such construction work. The ENGINEER and its personnel have no authority to
exercise any control over any construction contractor or other entity or their
employees in connection with their work or any health or safety precautions.
(2) Except to the extent of specific site visits expressly detailed and set forth in
Attachment A, the ENGINEER or its personnel shall have no obligation or
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 4 of 19
responsibility to visit the construction site to become familiar with the progress
or quality of the completed work on the PROJECT or to determine, in general, if
the work on the PROJECT is being performed in a manner indicating that the
PROJECT, when completed, will be in accordance with the AGREEMENT
Documents, nor shall anything in the AGREEMENT Documents or this
AGREEMENT between CITY and ENGINEER be construed as requiring
ENGINEER to make exhaustive or continuous on-site inspections to discover
latent defects in the work or otherwise check the quality or quantity of the work
on the PROJECT. If the ENGINEER makes on-site observation(s) of a
deviation from the AGREEMENT Documents, the ENGINEER shall inform the
CITY.
(3) When professional certification of performance or characteristics of materials,
systems or equipment is reasonably required to perform the services set forth in
the Scope of Services, the ENGINEER shall be entitled to rely upon such
certification to establish materials, systems or equipment and performance
criteria to be required in the AGREEMENT Documents.
F. Opinions of Probable Cost, Financial Considerations, and Schedules
(1) The ENGINEER shall provide opinions of probable costs based on the current
available information at the time of preparation, in accordance with
Attachment A.
(2) In providing opinions of cost, financial analyses, economic feasibility projections,
and schedules for the PROJECT, the ENGINEER has no control over cost or
price of labor and materials; unknown or latent conditions of existing equipment
or structures that may affect operation or maintenance costs; competitive
bidding procedures and market conditions; time or quality of performance by
third parties; quality, type, management, or direction of operating personnel; and
other economic and operational factors that may materially affect the ultimate
PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty
that the CITY's actual PROJECT costs, financial aspects, economic feasibility,
or schedules will not vary from the ENGINEER's opinions, analyses, projections,
or estimates.
G. Construction Progress Payments
Recommendations by the ENGINEER to the CITY for periodic construction progress
payments to the construction contractor will be based on the ENGINEER's knowledge,
information, and belief from selective sampling and observation that the work has
progressed to the point indicated. Such recommendations do not represent that
continuous or detailed examinations have been made by the ENGINEER to ascertain that
the construction contractor has completed the work in exact accordance with the
AGREEMENT Documents; that the final work will be acceptable in all respects; that the
DocuSign Envelope ID: 908ADDD9-CC3C-49CA-A535-CC22C0575866
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 5 of 19
ENGINEER has made an examination to ascertain how or for what purpose the
construction contractor has used the moneys paid; that title to any of the work, materials,
or equipment has passed to the CITY free and clear of liens, claims, security interests, or
encumbrances; or that there are not other matters at issue between the CITY and the
construction contractor that affect the amount that should be paid.
H. Record Drawings
Record drawings, if required, will be prepared, in part, on the basis of information compiled
and furnished by others, and may not always represent the exact location, type of various
components, or exact manner in which the PROJECT was finally constructed. The
ENGINEER is not responsible for any errors or omissions in the information from others
that is incorporated into the record drawings.
I. Right to Audit
(1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after
final payment under this AGREEMENT, have access to and the right to
examine and photocopy any directly pertinent books, documents, papers and
records of the ENGINEER involving transactions relating to this AGREEMENT.
ENGINEER agrees that the CITY shall have access during normal working
hours to all necessary ENGINEER facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the
provisions of this section. The CITY shall give ENGINEER reasonable advance
notice of intended audits.
(2) ENGINEER further agrees to include in all its subconsultant agreements
hereunder a provision to the effect that the subconsultant agrees that the CITY
shall, until the expiration of five (5) years after final payment under the
subcontract, have access to and the right to examine and photocopy any
directly pertinent books, documents, papers and records of such subconsultant,
involving transactions to the subcontract, and further, that the CITY shall have
access during normal working hours to all subconsultant facilities, and shall be
provided adequate and appropriate work space, in order to conduct audits in
compliance with the provisions of this section together with subsection (3)
hereof. CITY shall give subconsultant reasonable advance notice of intended
audits.
(3) ENGINEER and subconsultant agree to photocopy such documents as may be
requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost
of copies at the rate published in the Texas Administrative Code in effect as of
the time copying is performed.
DocuSign Envelope ID: 908ADDD9-CC3C-49CA-A535-CC22C0575866
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 6 of 19
J. INSURANCE
(1) ENGINEER’S INSURANCE
a. Commercial General Liability – the ENGINEER shall maintain
commercial general liability (CGL) and, if necessary, commercial
umbrella insurance with a limit of not less than $1,000,000.00 per each
occurrence with a $2,000,000.00 aggregate. If such Commercial General
Liability insurance contains a general aggregate limit, it shall apply
separately to this PROJECT or location.
i. The CITY shall be included as an additional insured with all rights
of defense under the CGL, using ISO additional insured
endorsement or a substitute providing equivalent coverage, and
under the commercial umbrella, if any. This insurance shall apply
as primary insurance with respect to any other insurance or self-
insurance programs afforded to the CITY. The Commercial
General Liability insurance policy shall have no exclusions or
endorsements that would alter or nullify: premises/operations,
products/completed operations, contractual, personal injury, or
advertising injury, which are normally contained within the policy,
unless the CITY specifically approves such exclusions in writing.
ii. ENGINEER waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by the commercial general
liability or commercial umbrella liability insurance maintained in
accordance with this AGREEMENT.
b. Business Auto – the ENGINEER shall maintain business auto liability
and, if necessary, commercial umbrella liability insurance with a limit of
not less than $1,000,000 each accident. Such insurance shall cover
liability arising out of “any auto”, including owned, hired, and non-owned
autos, when said vehicle is used in the course of the PROJECT. If the
engineer owns no vehicles, coverage for hired or non-owned is
acceptable.
i. ENGINEER waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by the business auto liability or
commercial umbrella liability insurance obtained by ENGINEER
pursuant to this AGREEMENT or under any applicable auto
physical damage coverage.
c. Workers’ Compensation – ENGINEER shall maintain workers
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 7 of 19
compensation and employers liability insurance and, if necessary,
commercial umbrella liability insurance with a limit of not less than
$100,000.00 each accident for bodily injury by accident or $100,000.00
each employee for bodily injury by disease, with $500,000.00 policy limit.
i. ENGINEER waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by workers compensation and
employer’s liability or commercial umbrella insurance obtained by
ENGINEER pursuant to this AGREEMENT.
d. Professional Liability – ENGINEER shall maintain professional liability, a
claims-made policy, with a minimum of $1,000,000.00 per claim and
aggregate. The policy shall contain a retroactive date prior to the date of
the AGREEMENT or the first date of services to be performed,
whichever is earlier. Coverage shall be maintained for a period of 5 years
following the completion of the AGREEMENT. An annual certificate of
insurance specifically referencing this PROJECT shall be submitted to
the CITY for each year following completion of the AGREEMENT.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that the ENGINEER has obtained all
required insurance shall be attached to this AGREEMENT prior to its
execution.
b. Applicable policies shall be endorsed to name the CITY an Additional
Insured thereon, subject to any defense provided by the policy, as its
interests may appear. The term CITY shall include its employees,
officers, officials, agents, and volunteers as respects the contracted
services.
c. Certificate(s) of insurance shall document that insurance coverage
specified in this AGREEMENT are provided under applicable policies
documented thereon.
d. Any failure on part of the CITY to attach the required insurance
documentation hereto shall not constitute a waiver of the insurance
requirements.
e. A minimum of thirty (30) days notice of cancellation or material change in
coverage shall be provided to the CITY. A ten (10) days notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent
to the respective Department Director (by name), City of Denton, 901
Texas Street, Denton, Texas 76209.
DocuSign Envelope ID: 908ADDD9-CC3C-49CA-A535-CC22C0575866
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 8 of 19
f. Insurers for all policies must be authorized to do business in the State of
Texas and have a minimum rating of A:V or greater, in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management.
g. Any deductible or self insured retention in excess of $25,000.00 that
would change or alter the requirements herein is subject to approval by
the CITY in writing, if coverage is not provided on a first-dollar basis. The
CITY, at it sole discretion, may consent to alternative coverage
maintained through insurance pools or risk retention groups. Dedicated
financial resources or letters of credit may also be acceptable to the
CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation
in favor of the CITY as respects the PROJECT.
i. The CITY shall be entitled, upon its request and without incurring
expense, to review the ENGINEER's insurance policies including
endorsements thereto and, at the CITY's discretion; the ENGINEER may
be required to provide proof of insurance premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a
claims-made basis, shall contain a retroactive date coincident with or
prior to the date of the AGREEMENT. The certificate of insurance shall
state both the retroactive date and that the coverage is claims-made.
k. Coverages, whether written on an occurrence or claims-made basis,
shall be maintained without interruption nor restrictive modification or
changes from date of commencement of the PROJECT until final
payment and termination of any coverage required to be maintained after
final payments.
l. The CITY shall not be responsible for the direct payment of any
insurance premiums required by this AGREEMENT.
m. Sub consultants and subcontractors to/of the ENGINEER shall be
required by the ENGINEER to maintain the same or reasonably
equivalent insurance coverage as required for the ENGINEER. When
sub consultants/subcontractors maintain insurance coverage,
ENGINEER shall provide CITY with documentation thereof on a
certificate of insurance.
K. Independent Consultant
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 9 of 19
The ENGINEER agrees to perform all services as an independent consultant and not as a
subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior
shall not apply.
L. Disclosure
The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of
any existing conflicts of interest or potential conflicts of interest, including personal financial
interest, direct or indirect, in property abutting the proposed PROJECT and business
relationships with abutting property cities. The ENGINEER further acknowledges that it will
make disclosure in writing of any conflicts of interest that develop subsequent to the
signing of this AGREEMENT and prior to final payment under the AGREEMENT.
M. Asbestos or Hazardous Substances
(1) If asbestos or hazardous substances in any form are encountered or suspected,
the ENGINEER will stop its own work in the affected portions of the PROJECT
to permit testing and evaluation.
(2) If asbestos or other hazardous substances are suspected, the CITY may
request the ENGINEER to assist in obtaining the services of a qualified
subcontractor to manage the remediation activities of the PROJECT.
N. Permitting Authorities - Design Changes
If permitting authorities require design changes so as to comply with published design
criteria and/or current engineering practice standards which the ENGINEER should have
been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise
plans and specifications, as required, at its own cost and expense. However, if design
changes are required due to the changes in the permitting authorities' published design
criteria and/or practice standards criteria which are published after the date of this
AGREEMENT which the ENGINEER could not have been reasonably aware of, the
ENGINEER shall notify the CITY of such changes and an adjustment in compensation will
be made through an amendment to this AGREEMENT.
O. Schedule
ENGINEER shall manage the PROJECT in accordance with the schedule developed per
Attachment C to this AGREEMENT.
P. Equal Opportunity
(1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents
shall engage in any discriminatory employment practice. No person shall, on
the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic
DocuSign Envelope ID: 908ADDD9-CC3C-49CA-A535-CC22C0575866
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 10 of 19
testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this AGREEMENT.
(2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and
ENGINEER’s agents shall not engage in any discriminatory employment
practice against individuals with disabilities as defined in the ADA.
SECTION 5
Obligations of the City
A. City-Furnished Data
ENGINEER may rely upon the accuracy, timeliness, and completeness of the information
provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the ENGINEER as required for the
ENGINEER's performance of its services. The CITY will perform, at no cost to the
ENGINEER, such tests of equipment, machinery, pipelines, and other components of the
CITY's facilities as may be required in connection with the ENGINEER's services. The
CITY will be responsible for all acts of the CITY's personnel.
C. Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and
pay for all advertisements for bids; permits and licenses required by local, state, or federal
authorities; and land, easements, rights-of-way, and access necessary for the
ENGINEER's services or PROJECT construction.
D. Timely Review
The CITY will examine the ENGINEER's studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as the
CITY deems appropriate; and render in writing decisions required by the CITY in a timely
manner in accordance with the PROJECT schedule prepared in accordance with
Attachment C.
E. Prompt Notice
The CITY will give prompt written notice to the ENGINEER whenever CITY observes or
becomes aware of any development that affects the scope or timing of the ENGINEER's
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 11 of 19
services or of any defect in the work of the ENGINEER or construction contractors.
F. Asbestos or Hazardous Substances Release.
(1) CITY acknowledges ENGINEER will perform part of the work at CITY's
facilities that may contain hazardous materials, including asbestos containing
materials, or conditions, and that ENGINEER had no prior role in the
generation, treatment, storage, or disposition of such materials. In
consideration of the associated risks that may give rise to claims by third
parties or employees of City, City hereby releases ENGINEER from any
damage or liability related to the presence of such materials.
(2) The release required above shall not apply in the event the discharge, release
or escape of hazardous substances, contaminants, or asbestos is a result of
ENGINEER’s negligence or if ENGINEER brings such hazardous substance,
contaminant or asbestos onto the PROJECT.
G. Contractor Indemnification and Claims
The CITY agrees to include in all construction contracts the provisions of Article IV.E.
regarding the ENGINEER's Personnel at Construction Site, and provisions providing for
contractor indemnification of the CITY and the ENGINEER for contractor's negligence.
H. Contractor Claims and Third-Party Beneficiaries
(1) The CITY agrees to include the following clause in all contracts with
construction contractors and equipment or materials suppliers:
"Contractors, subcontractors and equipment and materials
suppliers on the PROJECT, or their sureties, shall maintain no
direct action against the ENGINEER, its officers, employees, and
subcontractors, for any claim arising out of, in connection with, or
resulting from the engineering services performed. Only the CITY
will be the beneficiary of any undertaking by the ENGINEER."
(2) This AGREEMENT gives no rights or benefits to anyone other than the CITY
and the ENGINEER and there are no third-party beneficiaries.
(3) The CITY will include in each agreement it enters into with any other entity or
person regarding the PROJECT a provision that such entity or person shall
have no third-party beneficiary rights under this AGREEMENT.
(4) Nothing contained in this Section H. shall be construed as a waiver of any right
the CITY has to bring a claim against ENGINEER.
I. CITY's Insurance
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 12 of 19
(1) The CITY may maintain property insurance on certain pre-existing structures
associated with the PROJECT.
(2) The CITY may secure Builders Risk/Installation insurance at the replacement
cost value of the PROJECT. The CITY may provide ENGINEER a copy of the
policy or documentation of such on a certificate of insurance.
J. Litigation Assistance
The Scope of Services does not include costs of the ENGINEER for required or requested
assistance to support, prepare, document, bring, defend, or assist in litigation undertaken
or defended by the CITY. In the event CITY requests such services of the ENGINEER, this
AGREEMENT shall be amended or a separate agreement will be negotiated between the
parties.
K. Changes
The CITY may make or approve changes within the general Scope of Services in this
AGREEMENT. If such changes affect the ENGINEER's cost of or time required for
performance of the services, an equitable adjustment will be made through an amendment
to this AGREEMENT with appropriate CITY approval.
SECTION 6
General Legal Provisions
A. Authorization to Proceed
ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a
written Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of the
ENGINEER, whether in hard copy or in electronic form, are instruments of service for this
PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by
the CITY or by others acting through or on behalf of the CITY of any such instruments of
service without the written permission of the ENGINEER will be at the CITY's sole risk.
The CITY shall own the final designs, drawings, specifications and documents.
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
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C. Force Majeure
The ENGINEER is not responsible for damages or delay in performance caused by acts of
God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER
that prevent ENGINEER’s performance of its obligations hereunder.
D. Termination
(1) This AGREEMENT may be terminated:
a. by the City for its convenience upon 30 days' written notice to
ENGINEER.
b. by either the CITY or the ENGINEER for cause if either party fails
substantially to perform through no fault of the other and the
nonperforming party does not commence correction of such
nonperformance within 5 days’ written notice or thereafter fails to
diligently complete the correction.
(2) If this AGREEMENT is terminated for the convenience of the City, the
ENGINEER will be paid for termination expenses as follows:
a. Cost of reproduction of partial or complete studies, plans, specifications
or other forms of ENGINEER'S work product;
b. Out-of-pocket expenses for purchasing electronic data files and other
data storage supplies or services;
c. The time requirements for the ENGINEER'S personnel to document the
work underway at the time of the CITY'S termination for convenience so
that the work effort is suitable for long time storage.
(3) Prior to proceeding with termination services, the ENGINEER will submit to the
CITY an itemized statement of all termination expenses. The CITY'S approval
will be obtained in writing prior to proceeding with termination services.
E. Suspension, Delay, or Interruption to Work
The CITY may suspend, delay, or interrupt the services of the ENGINEER for the
convenience of the CITY. In the event of such suspension, delay, or interruption, an
equitable adjustment in the PROJECT's schedule, commitment and cost of the
ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be
made.
F. Indemnification
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
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IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,
THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST
LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S
AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH
THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS
CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL
TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS
REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S
LIABILITY.
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the prior written
consent of the other party.
H. Jurisdiction
The law of the State of Texas shall govern the validity of this AGREEMENT, its
interpretation and performance, and any other claims related to it. The venue for any
litigation related to this AGREEMENT shall be Denton County, Texas.
I. Severability and Survival
If any of the provisions contained in this AGREEMENT are held for any reason to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
will not affect any other provision, and this AGREEMENT shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F.,
6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause.
J. Observe and Comply
ENGINEER shall at all times observe and comply with all federal and State laws and
regulations and with all City ordinances and regulations which in any way affect this
AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws
ordinances and regulations which may exist or may be enacted later by governing bodies
having jurisdiction or authority for such enactment. No plea of misunderstanding or
ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY
AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND
EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF
THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION,
WHETHER IT BE BY ITSELF OR ITS EMPLOYEES.
K. Immigration Nationality Act
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 15 of 19
ENGINEER shall verify the identity and employment eligibility of its employees who
perform work under this AGREEMENT, including completing the Employment Eligibility
Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with
copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and
State laws as well as establish appropriate procedures and controls so that no services
will be performed by any ENGINEER employee who is not legally eligible to perform
such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS,
AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the
right to immediately terminate this AGREEMENT for violations of this provision by
ENGINEER.
L. Prohibition On Contracts With Companies Boycotting Israel
Engineer acknowledges that in accordance with Chapter 2271 of the Texas
Government Code, City is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company
that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to
those terms in Section 808.001 of the Texas Government Code. By signing this
agreement, Engineer certifies that Engineer’s signature provides written
verification to the City that Engineer: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or
a Foreign Terrorist Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting
with companies that do business with Iran, Sudan, or a foreign terrorist organization.
By signing this agreement, Engineer certifies that Engineer’s signature provides
written verification to the City that Engineer, pursuant to Chapters 2252 and 2270,
is not ineligible to enter into this agreement and will not become ineligible to
receive payments under this agreement by doing business with Iran, Sudan, or a
foreign terrorist organization. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
N. Prohibition on Contracts with Companies Boycotting Certain Energy
Companies
Engineer acknowledges that in accordance with Chapter 2274 of the Texas
Government Code, City is prohibited from entering into a contract with a company for
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City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 16 of 19
goods or services unless the contract contains written verification from the company
that it (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the contract. The terms “boycott energy company” and
“company” shall have the meanings ascribed to those terms in Section 809.001 of the
Texas Government Code. By signing this agreement, Engineer certifies that
Engineer’s signature provides written verification to the City that Engineer: (1)
does not boycott energy companies; and (2) will not boycott energy companies
during the term of the agreement. Failure to meet or maintain the requirements
under this provision will be considered a material breach.
O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities
and Firearm Trade Associations
Engineer acknowledges that in accordance with Chapter 2274 of the Texas
Government Code, City is prohibited from entering into a contract with a company for
goods or services unless the contract contains written verification from the company
that it (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during
the term of the contract against a firearm entity or firearm trade association. The terms
“discriminate against a firearm entity or firearm trade association,” “firearm entity” and
“firearm trade association” shall have the meanings ascribed to those terms in Chapter
2274 of the Texas Government Code. By signing this agreement, Engineer certifies
that Engineer’s signature provides written verification to the City that Engineer:
(1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade
association. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
P. Termination Right for Contracts with Companies Doing Business with Certain
Foreign-Owned Companies
The City of Denton may terminate this Contract immediately without any further liability
if the City of Denton determines, in its sole judgment, that this Contract meets the
requirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned by
or the majority of stock or other ownership interest of the company is held or controlled
by individuals who are citizens of China, Iran, North Korea, Russia, or other designated
country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia,
or other designated country.
Q. 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
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Standard Agreement for Engineering Related Design Services
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Page 17 of 19
unless the Contractor submits a disclosure of interested parties (Form 1295) to the City
at the time the Engineer submits the signed contract. The Texas Ethics Commission
has adopted rules requiring the business entity to file Form 1295 electronically with the
Commission.
Engineer will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/filinginfo/1295/
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th
day after Council award. Once a Form 1295 is acknowledged, it will be posted to the
Texas Ethics Commission’s website within seven business days.
O. 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 Engineer shall complete and submit the City’s
Conflict of Interest Questionnaire.
P. Agreement Documents
This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, which supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. This AGREEMENT may be
executed in one or more counterparts and each counterpart shall, for all purposes, be
deemed an original, but all such counterparts shall together constitute but one and the
same instrument. The following attachments and schedules are hereby made a part of
this AGREEMENT:
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Standard Agreement for Engineering Related Design Services
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Page 18 of 19
Attachment A - Scope of Services
Attachment B - Compensation
Attachment C - Project Schedule
Attachment D - Location Map
These documents make up the AGREEMENT documents and what is called for by one
shall be as binding as if called for by all. In the event of an inconsistency or conflict in
any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall
be resolved by giving precedence first to the written AGREEMENT then to the
AGREEMENT documents in the order in which they are listed above.
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.
Duly executed by each party’s designated representative to be effective on
_____________________________.
ENGINEER
BY:______________________________
AUTHORIZED SIGNATURE
Printed Name:_____________________
Title:____________________________
__________________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _____________________________
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
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2022-904029
Principal
fpugsley@parkhill.com
469-200-7384
Frank Pugsley
7/20/2022
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 19 of 19
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and
business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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Water Utilities
Director
Stephen D. Gay
Attachment A
Scope for Engineering Design and Professional Services
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Attachment A
Scope for Engineering Design and Professional Services for:
SOUTHWEST BOOSTER PUMP STATION 2.0-MG GROUND STORAGE TANK INTERIOR
AND EXTERIOR RE-COAT
The scope set forth herein defines the work to be performed by the ENGINEER in completing the
PROJECT. The ENGINEER will perform its services to the requirements delineated below.
PROJECT UNDERSTANDING
ENGINEER will provide engineering design services for the following tasks:
The City’s Southwest Booster Pump Station currently houses a 2.0 MG above grade steel
ground storage tank built in the early 2000’s. The tank regularly receives inspections and
within the last year has passed TCEQ inspections with no known deficiencies. However,
the tank’s original coating is showing signs of weathering and will require re-coating
services in order to extend its useful life. City staff has inspected the tank infrastructure to
verify the isolation valve performance and bypassing ability.
As this is a highly specialized coating system where material substrate preparation and
application are critical to long term performance, the ENGINEER will provide a Resident
Project Representative (RPR) to conduct coating system inspections and construction
observation.
SCOPE OF SERVICES
ENGINEER’s scope of services is as follows:
Task 1 – Project Management
Task 2 – Preparation of Construction Contract Documents
Task 3 – Bid Phase Services
Task 4 – Construction Phase Services
Task 5 – Resident Project Representative
Task 1 Project Management
A. Project communication
a. Prepare a project contact list.
b. Prepare and submit monthly progress reports to the project team. 9 months is
assumed.
c. Prepare a project schedule and schedule updates as needed.
B. Meetings
a. Prepare for and attend/host project kickoff meeting.
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b. Prepare meeting minutes and distribute to the project team.
Task 2 Preparation of Construction Contract Documents
A. General
a. Provide construction contract documents for bidding purposes.
b. Review the documents with OWNER, incorporate comments and finalize for
contractor solicitation.
c. Deliverables:
i. Tank inspection report
ii. 60% Review set in PDF format
iii. 95% Review set in PDF format
iv. Sealed Project manual/construction documents in PDF format and 2 hard
copies.
v. Engineer’s Opinion of Probable Cost
B. Tank Inspection/ Data Gathering
a. Provide a TCEQ certified tank inspection to identify any potential tank deficiencies
and develop a tank inventory of existing equipment.
b. Coordinate with OWNER staff to obtain all available record drawings, site data,
flow records, photos, and other applicable information for the bypassing and
temporary decommissioning of the tank during the re-coat time frame.
C. Develop Construction Contract Documents
a. Provide a draft set of construction documentation for owner review to include the
following elements:
i. Plan sheets to include elements for construction sequencing, tank
bypassing, equipment removal/modifications as necessary, logo design,
and additional tank appurtenances, etc.
ii. Specifications for applicable coating schedules, coating manufacturers,
and potable water storage disinfection procedures.
iii. Construction contract documentation related to bid items, weight proposal
scoring criteria, and a bid evaluation scoring matrix.
iv. Provide Engineer’s Opinion of Probable Cost.
D. The specifications and Contract Documents will be based upon the OWNER’s standard
construction specifications and contract documents for public works construction.
ENGINEER will prepare up to four (4) technical specifications for work/items not covered
by the OWNER’s standard documents and will modify the OWNER’s standard documents
to meet the project requirements. Including a weighted proposal process for contractor
selection.
E. Design Review Meeting
a. ENGINEER will attend/host review meetings at 60% to gather OWNER comments
for incorporation into the design.
b. ENGINEER will prepare a draft design status set at 95% completion for submittal
to and final review by the OWNER.
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Task 3 Bid Phase Services
A. Prepare the OWNER’s standard Notice to Bidders for publication by the OWNER.
B. Preparation of any necessary addenda.
C. Assist the OWNER with responses to questions submitted by plan holders.
D. Attend a pre-bid meeting.
E. Prepare a bid scoring matrix
F. Review final scoring tabulation.
G. Assist the OWNER with recommendation of award.
Task 4 Construction Phase Services
A. Prepare for and attend a pre-construction conference, take and distribute minutes.
B. Receive and review shop drawings, submittals, requests for information (RFI) provided by
the Contractor.
C. Review and make recommendations as necessary for change order requests.
D. Attend up to two (2) progress meetings during construction to observe general progress
during key points within the construction process. Document meeting minutes and
distribute to all attendees.
E. Receive and review contractor requests for payment.
F. Attend a final walkthrough to determine if the work is complete in general conformance
with the plans and specifications.
G. Compile a punch list from observations made during the final walkthrough.
Task 5 Resident Project Representative
A. ENGINEER to provide a NACE (National Association of Corrosion Engineers, now
Association for Materials Protection and Performance, AMPP) certified inspector to
perform coating application inspections and quality control checks during the installation
process.
B. Inspect the project site up to two (2) consecutive site visits per week during construction
to observe the Contractor work for general conformance with the design in accordance
with standard engineering practice. A sixteen (16) week construction period is assumed,
not including any equipment manufacturing lead time for a total of thirty-two (32)
construction site visits. Prepare construction site visit reports to document the RPR’s
observations.
C. Attend construction project meetings with the OWNER, ENGINEER, and Contractor in
conjunction with construction site visits.
D. Resident Project Representative
a. Engineer shall furnish a Resident Project Representative ("RPR") to observe
progress and quality of the Work. RPR is Engineer's representative at the Site, will
act as directed by and under the supervision of Engineer, and will confer with
Engineer regarding RPR's actions.
b. The RPR will provide part-time representation.
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c. Subject to the scope of RPR's observations of the Work, which may include field
checks of materials and installed equipment, Engineer shall endeavor to identify
defects and deficiencies in the Work. However, Engineer shall not, as a result of
such RPR observations of the Work, supervise, direct, inspect, or have control
over the Work, nor shall Engineer (including the RPR) have authority over or
responsibility for the means, methods, techniques, sequences, or procedures of
construction selected or used by any Constructor, for security or safety at the Site,
for safety precautions and programs incident to the Work or any Constructor's work
in progress, for the coordination of the Constructors' work or schedules, or for any
failure of any Constructor to comply with Laws and Regulations applicable to the
performing and furnishing of its work. The Engineer (including RPR) neither
guarantees the performance of any Constructor nor assumes responsibility for any
Constructor's failure to furnish and perform the Work, or any portion of the Work,
in accordance with the Construction Contract Documents. In addition, the specific
terms set forth in Exhibit A Paragraph 1.06 are applicable.
E. Duties and Responsibilities of RPR
a. General: RPR's dealings in matters pertaining to the Work in general will be with
Contractor. RPR's dealings with Subcontractors shall only be through or with the
full knowledge and approval of Contractor. RPR shall generally communicate with
Owner only with the knowledge of and under the direction of Engineer.
b. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample
submittals, schedule of values, and other schedules prepared by Contractor and
consult with Engineer concerning acceptability of such schedules.
c. Conferences and Meetings: Attend meetings with Contractor, such as
preconstruction conferences, progress meetings, job conferences, and other
Project-related meetings (but not including Contractor's safety meetings), and as
appropriate prepare and circulate copies of minutes thereof.
d. Safety Compliance: Comply with Site safety programs, as they apply to RPR, and
if required to do so by such safety programs, receive safety training specifically
related to RPR's own personal safety while at the Site.
e. Liaison
i. Serve as Engineer's liaison with Contractor. Working principally through
Contractor's authorized representative or designee, assist in providing
information regarding the provisions and intent of the Construction Contract
Documents.
ii. Assist Engineer in serving as Owner's liaison with Contractor when
Contractor's operations affect Owner's on-Site operations.
iii. Assist in obtaining from Owner additional details or information, when
required for proper execution of the Work.
f. Clarifications and Interpretations: Receive from Contractor submittal of any
matters in question concerning the requirements of the Construction Contract
Documents (sometimes referred to as requests for information or interpretation—
RFIs) or relating to the acceptability of the Work under the Construction Contract
Documents. Report to Engineer regarding such RFIs. Report to Engineer when
clarifications and interpretations of the Construction Contract Documents are
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needed, whether as the result of a Contractor RFI or otherwise. Transmit
Engineer's clarifications, interpretations, and decisions to Contractor.
g. Shop Drawings, Samples, and other Submittals
i. Receive Samples that are furnished at the Site by Contractor.
ii. Receive Contractor-approved Shop Drawings.
iii. Receive other Submittals from Contractor.
iv. Record date of receipt of Samples, Contractor-approved Shop Drawings,
and other Submittals.
v. Notify Engineer of availability of Samples for examination, and forward
Contractor-approved Shop Drawings and other Submittals to Engineer.
When appropriate recommend distribution of Submittal to specified
Subconsultants.
vi. Advise Engineer and Contractor of the commencement of any portion of
the Work requiring a Shop Drawing or Sample submittal, if RPR believes
that the submittal has not been received from Contractor or has not been
approved by Contractor or Engineer.
h. Proposed Modifications: Consider and evaluate Contractor's suggestions for
modifications to the Drawings or Specifications, and report such suggestions,
together with RPR's recommendations, if any, to Engineer. Transmit Engineer's
response (if any) to such suggestions to Contractor.
i. Review of Work; Defective Work
i. Report to Engineer whenever RPR believes that any part of the Work is
defective under the terms and standards set forth in the Construction
Contract Documents, and provide recommendations as to whether such
Work should be corrected, removed and replaced, or accepted as provided
in the Construction Contract Documents.
ii. Inform Engineer of any Work that RPR believes is not defective under the
terms and standards set forth in the Construction Contract Documents, but
is nonetheless not compatible with the design concept of the completed
Project as a functioning whole, and provide recommendations to Engineer
for addressing such Work.
iii. Advise Engineer of that part of the Work that RPR believes should be
uncovered for observation, or requires special testing, inspection, or
approval.
j. Inspections, Tests, and System Start-ups
i. Consult with Engineer in advance of scheduled inspections, tests, and
systems start-ups.
ii. Verify that tests, equipment, and systems start-ups and operating and
maintenance training are conducted in the presence of appropriate
Owner's personnel, and that Contractor maintains adequate records
thereof.
iii. Observe, record, and report to Engineer appropriate details relative to the
test procedures and systems start-ups.
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iv. Observe whether Contractor has arranged for inspections required by Laws
and Regulations, including but not limited to those to be performed by
public or other agencies having jurisdiction over the Work.
v. Accompany visiting inspectors representing public or other agencies
having jurisdiction over the Work, record the results of these inspections,
and report to Engineer.
vi. Nothing in this Agreement will be construed to require RPR to conduct
inspections.
k. Records
i. Maintain at the Site orderly files for correspondence, reports of job
conferences, copies of Construction Contract Documents including all
Change Proposals, Change Orders, Field Orders, Work Change
Directives, Addenda, additional Drawings issued subsequent to the
execution of the Construction Contract, RFIs, Engineer's clarifications and
interpretations of the Construction Contract Documents, progress reports,
approved Shop Drawing and Sample submittals, and other Project-related
documents.
ii. Prepare a daily report or keep a diary or log book, recording Contractor's
hours on the Site, Subcontractors present at the Site, weather conditions,
data relative to questions of Change Proposals, Change Orders, Field
Orders, Work Change Directives, or changed conditions, Site visitors,
deliveries of equipment or materials, daily activities, decisions,
observations in general, and specific observations in more detail as in the
case of observing test procedures; and send copies to Engineer.
iii. Upon request from Owner to Engineer, photograph or video Work in
progress or Site conditions.
iv. Record and maintain accurate, up-to-date lists of the company names and
points of contact for Contractors, Subcontractors, and major Suppliers of
materials and equipment.
v. Maintain records for use in preparing Project documentation.
vi. Upon completion of the Work, furnish original set of all RPR Project
documentation to designated recipients.
l. Reports
i. Furnish periodic reports as required of progress of the Work and of
Contractor's compliance with the progress schedule and schedule of Shop
Drawing and Sample submittals.
ii. Draft responses to or make recommendations on Change Proposals,
Change Orders, Work Change Directives, and Field Orders. Obtain backup
material from Contractor.
iii. Furnish to Engineer and Owner copies of all inspection, test, and system
start-up reports.
iv. Immediately inform appropriate parties of the occurrence of any Site
accidents, emergencies, natural catastrophes endangering the Work,
possible force majeure or delay events, damage to property by fire or other
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causes, or the discovery of any potential differing site condition or
Constituent of Concern.
m. Payment Requests: Review applications for payment with Contractor for
compliance with the established procedure for their submission and forward with
recommendations to Engineer, noting particularly the relationship of the payment
requested to the schedule of values, Work completed, and materials and
equipment delivered at the Site but not incorporated in the Work.
n. Certificates, Operation and Maintenance Manuals: During the course of the Work,
verify that materials and equipment certificates, operation and maintenance
manuals and other data required by the Contract Documents to be assembled and
furnished by Contractor are applicable to the items actually installed and in
accordance with the Contract Documents, and have these documents delivered to
Engineer for review and forwarding to Owner prior to payment for that part of the
Work.
o. Completion
i. Participate in Engineer's visits to the Site regarding Substantial
Completion, assist in the determination of Substantial Completion, and
prior to the issuance of a Certificate of Substantial Completion submit a
punch list of observed items requiring completion or correction.
ii. Participate in Engineer's visit to the Site in the company of Owner and
Contractor, to determine completion of the Work, and prepare a final punch
list of items to be completed or corrected by Contractor.
iii. Observe whether all items on the final punch list have been completed or
corrected, and make recommendations to Engineer concerning
acceptance and issuance of the Notice of Acceptability of the Work
(Exhibit E).
F. Limitations of Authority
a. Resident Project Representative shall not:
i. Authorize any deviation from the Construction Contract Documents or
substitution of materials or equipment (including "or-equal" items).
ii. Exceed limitations of Engineer's authority as set forth in this Agreement.
iii. Undertake any of the responsibilities of Contractor, Subcontractors, or
Suppliers, or any Constructor.
iv. Advise on, issue directions relative to, or assume control over any aspect
of the means, methods, techniques, sequences or procedures of the Work,
by Contractor or any other Constructor.
v. Advise on, issue directions regarding, or assume control over security or
safety practices, precautions, and programs in connection with the
activities or operations of Owner or Contractor.
vi. Participate in specialized field or laboratory tests or inspections conducted
off-site by others except as specifically authorized by Engineer.
vii. Accept Shop Drawing or Sample submittals from anyone other than
Contractor.
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viii. Authorize Owner to occupy the Project in whole or in part.
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ADDITIONAL SERVICES NOT INCLUDED IN THE SCOPE OF SERVICES
The OWNER and ENGINEER agree that the following items are not included in the Scope of
Services under this agreement but may be provided by the ENGINEER for an additional fee, upon
written request by the OWNER. Any additional services to be performed shall be agreed upon in
writing by both parties prior to performing any work.
Surveying and construction staking.
Geotechnical services.
Design of drainage improvements.
Design of site grading improvements
Real estate, right-of-way, right-of-entry or easement acquisition related services.
Construction site visits beyond those identified in the scope of services.
Services related to any local or state regulatory permitting.
Laboratory testing associated with the current coating system.
Revisions to plans or specifications which are not consistent with prior approvals by the
OWNER.
Control integration into the existing SCADA system, PLC and HMI programming within the
GST.
Design or installation of corrosion control equipment.
Design or installation of piping/valving, treatment equipment or technologies within or
around the tank site.
General Notes
Engineer’s Opinions of Probable Cost – The OWNER and ENGINEER acknowledge that the
ENGINEER has no control over the cost of labor and materials, market conditions, or unknown
conditions of existing equipment or structures that may affect construction or operations, or other
factors which may affect the project cost or schedule.
DocuSign Envelope ID: 908ADDD9-CC3C-49CA-A535-CC22C0575866
Attachment B
Compensation
SWBPS 2.0 MG GST Interior and Exterior Re-coat
City of Denton 6/13/2022
Attachment B
Page 1 of 1
Attachment B
Compensation for:
SOUTHWEST BOOSTER PUMP STATION 2.0-MG GROUND STORAGE TANK INTERIOR
AND EXTERIOR RE-COAT
Total compensation for the ENGINEER contemplated under the terms of this agreement shall
be a total not-to-exceed $116,500.00 for all labor and expenses. The OWNER shall
compensate the ENGINEER as follows:
For Tasks 1-5 the total compensation shall be on a lump sum basis.
Progress payments shall be paid monthly based on the actual work satisfactorily completed per
month in each phase, with the following amounts of the total compensation for each Phase of
the Project:
Task 1 – Project Management $ 10,000
Task 2 – Preparation of Construction Contract Documents $ 27,000
Task 3 – Bid Phase Services $ 7,500
Task 4 – Construction Phase Services $ 20,000
Task 5 – Resident Project Representative $ 52,000
Tasks 1-5 Not to Exceed Fee $ 116,500
ENGINEER will not exceed the total maximum fee shown without authorization from the City.
Any permitting, application, and similar project fees will be paid directly by the OWNER.
DocuSign Envelope ID: 908ADDD9-CC3C-49CA-A535-CC22C0575866
Attachment C
Project Schedule
SWBPS 2.0 MG GST Interior and Exterior Re-coat
City of Denton 6/13/2022
Attachment D
Page 1 of 1
Attachment C
Project Schedule for:
SOUTHWEST BOOSTER PUMP STATION 2.0-MG GROUND STORAGE TANK INTERIOR
AND EXTERIOR RE-COAT
All schedule dates are relative to the date of receipt of Notice to Proceed.
Task 1 – Project Management Project Duration
Task 2 – Preparation of Construction Contract Documents 2 Months
Task 3 – Bid Phase Services 1-2 Months
Task 4 – Construction Phase Services 4 Months
Task 5 – Resident Project Representative 4 Months
DocuSign Envelope ID: 908ADDD9-CC3C-49CA-A535-CC22C0575866
Attachment D
Project Location Map
SWBPS 2.0 MG GST Interior and Exterior Re-coat
City of Denton 6/13/2022
Attachment E
Page 1 of 1
Attachment D
Project Location Map for:
SOUTHWEST BOOSTER PUMP STATION 2.0-MG GROUND STORAGE TANK INTERIOR
AND EXTERIOR RE-COAT
DocuSign Envelope ID: 908ADDD9-CC3C-49CA-A535-CC22C0575866
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) and by City of Denton
Ethics Code, Ordinance 18-757.
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
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government 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 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 908ADDD9-CC3C-49CA-A535-CC22C0575866
PARKHILL, SMITH & COOPER, INC.
CIQ
6/27/2022
X
X
None
X
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
DocuSign Envelope ID: 908ADDD9-CC3C-49CA-A535-CC22C0575866
Certificate Of Completion
Envelope Id: 908ADDD9CC3C49CAA535CC22C0575866 Status: Completed
Subject: Please DocuSign: City Council Contract 7574-015 SWBPS GST Coating
Source Envelope:
Document Pages: 34 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Crystal Westbrook
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
crystal.westbrook@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
6/16/2022 10:06:59 AM
Holder: Crystal Westbrook
crystal.westbrook@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 6/16/2022 10:17:56 AM
Viewed: 6/16/2022 10:18:08 AM
Signed: 6/16/2022 10:20:01 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: 6/16/2022 10:20:04 AM
Viewed: 6/16/2022 10:53:45 AM
Signed: 6/16/2022 10:54:44 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 12.43.38.253
Sent: 6/16/2022 10:54:47 AM
Viewed: 6/16/2022 11:02:43 AM
Signed: 6/16/2022 11:04:23 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Frank Pugsley
fpugsley@parkhill.com
Principal
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 12.70.161.203
Sent: 6/16/2022 11:04:26 AM
Viewed: 6/16/2022 11:52:16 AM
Signed: 6/27/2022 2:36:13 PM
Electronic Record and Signature Disclosure:
Accepted: 6/16/2022 11:52:16 AM
ID: 2f29cc6e-9242-4ac3-8612-3f09278c60df
Signer Events Signature Timestamp
Stephen D. Gay
stephen.gay@cityofdenton.com
Director
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 6/27/2022 2:36:17 PM
Viewed: 6/27/2022 3:40:36 PM
Signed: 6/27/2022 4:25:03 PM
Electronic Record and Signature Disclosure:
Accepted: 6/27/2022 3:40:36 PM
ID: 6c20df34-d58b-493f-9059-998366038e60
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 6/27/2022 4:25:06 PM
Viewed: 7/20/2022 7:57:19 AM
Signed: 7/20/2022 7:57:37 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.77.200.213
Signed using mobile
Sent: 7/20/2022 7:57:42 AM
Viewed: 7/20/2022 8:05:31 AM
Signed: 7/20/2022 8:06:05 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: 198.49.140.10
Sent: 7/20/2022 8:06:10 AM
Viewed: 7/20/2022 12:54:35 PM
Signed: 7/20/2022 12:54:53 PM
Electronic Record and Signature Disclosure:
Accepted: 7/20/2022 12:54:35 PM
ID: 4f529603-6b62-475b-9e7e-accc0568eb88
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: 6/16/2022 10:20:04 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: 6/27/2022 4:25:07 PM
Viewed: 6/28/2022 4:33:46 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 7/20/2022 12:54:57 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Brian Smith
brian.smith@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 7/20/2022 12:54:58 PM
Electronic Record and Signature Disclosure:
Accepted: 7/12/2022 7:59:36 AM
ID: 0ddf850c-1ab3-4ab0-82b2-7689a5990cda
Daniel Parish
daniel.parish@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 7/20/2022 12:54:58 PM
Electronic Record and Signature Disclosure:
Accepted: 7/19/2022 10:38:43 AM
ID: ec07f2da-2ca1-4fd6-9dba-a92589f29d71
Hector Ortiz
hector.ortiz@cityofdenton.com
Water Production Superintendent
Security Level: Email, Account Authentication
(None)
Sent: 7/20/2022 12:54:58 PM
Electronic Record and Signature Disclosure:
Accepted: 6/8/2022 1:29:23 PM
ID: aba934eb-0e50-43e8-be3c-4fb9fa0d9fde
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/16/2022 10:17:56 AM
Certified Delivered Security Checked 7/20/2022 12:54:35 PM
Signing Complete Security Checked 7/20/2022 12:54:53 PM
Completed Security Checked 7/20/2022 12:54:58 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
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required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Frank Pugsley, Stephen D. Gay, Rosa Rios, Brian Smith, Daniel Parish, Hector Ortiz
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.
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To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
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must state your e-mail, full name, IS Postal Address, telephone number, and account
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consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
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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
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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
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To confirm to us that you can access this information electronically, which will be similar to
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please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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available to me by City of Denton during the course of my relationship with you.