8209 - Contract Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
Gabby Leeper
8209 Airport Engineering Services
8/24/2028
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 1 of 18
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 Garver, LLC with its corporate office at 4701 Northshore Drive, North Little
Rock, AR 72118_ and authorized to do business in Texas, ("ENGINEER"), for a PROJECT
generally described as: Airport Engineering Services (the "PROJECT").
SECTION 1
Scope of Services
A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees
to perform, professional engineering services included in RFQ 8209 Airport
Engineering Services which is on file at the Purchasing office and made apart here of
as Attachment A and set forth in the Scope of Services attached hereto as Attachment
B. 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.
C. ENGINEER shall perform all those services set forth in individual task orders, as
described in Exhibit B, and task orders agreed to in writing by CITY and ENGINEER
after the execution of this Agreement which shall be attached to this Agreement and
made a part hereof.
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 $15,000 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 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 the contract shall
remain effective for a three (3) year period with the option for two (2) additional one (1)
year extensions, in the total of a five (5) years. The contract shall commence upon the
issuance of a Notice of Award by the City of Denton and shall automatically renew each
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 2 of 18
year, from the date of award by City Council. At the sole option of the City of Denton, the
contract may be further extended as needed, not to exceed a total of six (6) months.
SECTION 3
Terms of Payment
Payments to the ENGINEER will be made as follows:
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 B 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.
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 3 of 18
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 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 B.
(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,
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 4 of 18
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 B, the ENGINEER or its personnel shall have no obligation or
responsibility to visit the construction site to become familiar with the progress or
quality of the completed work on the PROJECT or to determine, in general, if the
work on the PROJECT is being performed in a manner indicating that the
PROJECT, when completed, will be in accordance with the AGREEMENT
Documents, nor shall anything in the AGREEMENT Documents or this
AGREEMENT between CITY and ENGINEER be construed as requiring
ENGINEER to make exhaustive or continuous on-site inspections to discover
latent defects in the work or otherwise check the quality or quantity of the work on
the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation
from the AGREEMENT Documents, the ENGINEER shall inform the CITY.
(3) When professional certification of performance or characteristics of materials,
systems or equipment is reasonably required to perform the services set forth in
the Scope of Services, the ENGINEER shall be entitled to rely upon such
certification to establish materials, systems or equipment and performance
criteria to be required in the AGREEMENT Documents.
F. Opinions of Probable Cost, Financial Considerations, and Schedules
(1) The ENGINEER shall provide opinions of probable costs based on the current
available information at the time of preparation, in accordance with Attachment B.
(2) In providing opinions of cost, financial analyses, economic feasibility projections,
and schedules for the PROJECT, the ENGINEER has no control over cost or
price of labor and materials; unknown or latent conditions of existing equipment
or structures that may affect operation or maintenance costs; competitive bidding
procedures and market conditions; time or quality of performance by third parties;
quality, type, management, or direction of operating personnel; and other
economic and operational factors that may materially affect the ultimate
PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty 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.
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 5 of 18
G. Construction Progress Payments
Recommendations by the ENGINEER to the CITY for periodic construction progress
payments to the construction contractor will be based on the ENGINEER's knowledge,
information, and belief from selective sampling and observation that the work has
progressed to the point indicated. Such recommendations do not represent that continuous
or detailed examinations have been made by the ENGINEER to ascertain that the
construction contractor has completed the work in exact accordance with the AGREEMENT
Documents; that the final work will be acceptable in all respects; that the ENGINEER has
made an examination to ascertain how or for what purpose the construction contractor has
used the moneys paid; that title to any of the work, materials, or equipment has passed to
the CITY free and clear of liens, claims, security interests, or encumbrances; or that there
are not other matters at issue between the CITY and the construction contractor that affect
the amount that should be paid.
H. Record Drawings
Record drawings, if required, will be prepared, in part, on the basis of information compiled
and furnished by others, and may not always represent the exact location, type of various
components, or exact manner in which the PROJECT was finally constructed. The
ENGINEER is not responsible for any errors or omissions in the information from others that
is incorporated into the record drawings.
I. Right to Audit
(1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after
final payment under this AGREEMENT, have access to and the right to examine
and photocopy any directly pertinent books, documents, papers and records of
the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER
agrees that the CITY shall have access during normal working hours to all
necessary ENGINEER facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this
section. The CITY shall give ENGINEER reasonable advance 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
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 6 of 18
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.
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,
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 7 of 18
officers, directors and employees for recovery of damages to the
extent these damages are covered by the business auto liability or
commercial umbrella liability insurance obtained by ENGINEER
pursuant to this AGREEMENT or under any applicable auto
physical damage coverage.
c. Workers’ Compensation – ENGINEER shall maintain workers
compensation and employers liability insurance and, if necessary,
commercial umbrella liability insurance with a limit of 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
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 8 of 18
requirements.
e. A minimum of thirty (30) days notice of cancellation or material change in
coverage shall be provided to the CITY. A ten (10) days notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent
to the respective Department Director (by name), City of Denton, 901
Texas Street, Denton, Texas 76209.
f. Insurers for all policies must be authorized to do business in the State of
Texas and have a minimum rating of A:V or greater, in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management.
g. Any deductible or self insured retention in excess of $25,000.00 that would
change or alter the requirements herein is subject to approval by the CITY
in writing, if coverage is not provided on a first-dollar basis. The CITY, at it
sole discretion, may consent to alternative coverage maintained through
insurance pools or risk retention groups. Dedicated financial resources
or letters of credit may also be acceptable to the CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation in
favor of the CITY as respects the PROJECT.
i. The CITY shall be entitled, upon its request and without incurring expense,
to review the ENGINEER's insurance policies including endorsements
thereto and, at the CITY's discretion; the ENGINEER may be required to
provide proof of insurance premium payments but may redact the amount
of said premiums as proprietary business information.
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
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 9 of 18
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
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 and
schedule will be made through an amendment to this AGREEMENT.
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 10 of 18
O. Schedule
ENGINEER shall manage the PROJECT in accordance with the schedule developed per
Attachment B to this AGREEMENT pursuant to Texas Local Government Code §
271.904(d).
P. Equal Opportunity
(1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents shall
not engage in any discriminatory employment practice. No person shall, on the
grounds of race, sex, sexual orientation, age, disability, creed, color, genetic
testing, or national origin, be refused the benefits of, or be otherwise subjected to
discrimination under any activities resulting from this AGREEMENT.
(2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and
ENGINEER’s agents shall not engage in any discriminatory employment
practice against individuals with disabilities as defined in the ADA.
SECTION 5
Obligations of the City
A. City-Furnished Data
ENGINEER may rely upon the accuracy, timeliness, and completeness of the information
provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the ENGINEER as required for the
ENGINEER's performance of its services. The CITY will perform, at no cost to the
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.
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 11 of 18
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 B.
E. Prompt Notice
The CITY will give prompt written notice to the ENGINEER whenever CITY observes or
becomes aware of any development that affects the scope or timing of the ENGINEER's
services or of any defect in the work of the ENGINEER or construction contractors.
F. Asbestos or Hazardous Substances Release.
(1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities
that may contain hazardous materials, including asbestos containing materials,
or conditions, and that ENGINEER had no prior role in the generation,
treatment, storage, or disposition of such materials. In consideration of the
associated risks that may give rise to claims by third parties or employees of
City, City hereby releases ENGINEER from any damage or liability related to
the presence of such materials.
(2) The release required above shall not apply in the event the discharge, release or
escape of hazardous substances, contaminants, or asbestos is a result of
ENGINEER’s negligence or if ENGINEER brings such hazardous substance,
contaminant or asbestos onto the PROJECT.
G. Contractor Indemnification and Claims
The CITY agrees to include in all construction contracts the provisions of Article IV.E.
regarding the ENGINEER's Personnel at Construction Site, and provisions providing for
contractor indemnification of the CITY and the ENGINEER for contractor's negligence.
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
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 12 of 18
subcontractors, for any claim arising out of, in connection with, or
resulting from the engineering services performed. Only the CITY
will be the beneficiary of any undertaking by the ENGINEER."
(2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and
the ENGINEER and there are no third-party beneficiaries.
(3) The CITY will include in each agreement it enters into with any other entity or
person regarding the PROJECT a provision that such entity or person shall have
no third-party beneficiary rights under this AGREEMENT.
(4) Nothing contained in this Section H. shall be construed as a waiver of any right
the CITY has to bring a claim against ENGINEER.
I. CITY's Insurance
(1) The CITY may maintain property insurance on certain pre-existing structures
associated with the PROJECT.
(2) The CITY may secure Builders Risk/Installation insurance at the replacement
cost value of the PROJECT. The CITY may provide ENGINEER a copy of the
policy or documentation of such on a certificate of insurance.
J. Litigation Assistance
The Scope of Services does not include costs of the ENGINEER for required or requested
assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or
defended by the CITY. In the event CITY requests such services of the ENGINEER, this
AGREEMENT shall be amended or a separate agreement will be negotiated between the
parties.
K. Changes
The CITY may make or approve changes within the general Scope of Services in this
AGREEMENT. If such changes affect the ENGINEER's cost of or time required for
performance of the services, an equitable adjustment will be made through an amendment
to this AGREEMENT with appropriate CITY approval.
SECTION 6
General Legal Provisions
A. Authorization to Proceed
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 13 of 18
ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written
Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of the
ENGINEER, whether in hard copy or in electronic form, are instruments of service for this
PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the
CITY or by others acting through or on behalf of the CITY of any such instruments of service
without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY
shall own the final designs, drawings, specifications and documents.
C. Force Majeure
The ENGINEER is not responsible for damages or delay in performance caused by acts of
God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that
prevent ENGINEER’s performance of its obligations hereunder.
D. Termination
(1) This AGREEMENT may be terminated:
a. by the City for its convenience upon 30 days' written notice to ENGINEER.
b. by either the CITY or the ENGINEER for cause if either party fails
substantially to perform through no fault of the other and the
nonperforming party does not commence correction of such
nonperformance within 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.
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
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(3) Prior to proceeding with termination services, the ENGINEER will submit to the
CITY an itemized statement of all termination expenses. The CITY'S approval
will be obtained in writing prior to proceeding with termination services.
E. Suspension, Delay, or Interruption to Work
The CITY may suspend, delay, or interrupt the services of the ENGINEER for the
convenience of the CITY. In the event of such suspension, delay, or interruption, an
equitable adjustment in the PROJECT's schedule, commitment and cost of the
ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made.
F. Indemnification
IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,
THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST
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.
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 15 of 18
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.
K. Immigration Nationality Act
ENGINEER shall verify the identity and employment eligibility of its employees who
perform work under this AGREEMENT, including completing the Employment Eligibility
Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with
copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and
State laws as well as establish appropriate procedures and controls so that no services
will be performed by any ENGINEER employee who is not legally eligible to perform such
services. 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
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 16 of 18
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
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
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 17 of 18
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. 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 Contractor shall complete and submit the City’s
Conflict of Interest Questionnaire.
R. Agreement Documents
This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, which supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. This AGREEMENT may be
executed in one or more counterparts and each counterpart shall, for all purposes, be
deemed an original, but all such counterparts shall together constitute but one and the
same instrument. The following attachments and schedules are hereby made a part of this
AGREEMENT:
Attachment A - RFQ 8209 Airport Engineering Services (on file at the purchasing
office)
Attachment B - Scope of Services, Compensation & Project Schedule
These documents make up the AGREEMENT documents and what is called for by one
shall be as binding as if called for by all. In the event of an inconsistency or conflict in
any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall
be resolved by giving precedence first to the written AGREEMENT then to the
AGREEMENT documents in the order in which they are listed above.
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.
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: 3/22/22
Page 18 of 18
Duly executed by each party’s designated representative to be effective on
_____________________________.
BY:
CITY OF DENTON, TEXAS
Authorized Agent
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_________________________
Signature
_________________________
Title
_________________________
Department
BY:
ENGINEER
Garver
Authorized Agent, Title
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
Airport Director
Airport
08/28/2023
3010 Gaylord Parkway
Suite 190
Frisco, TX 75034
TEL 972.377.7480
FAX 972.377.8380
www.GarverUSA.com
July 11, 2023
Scott Gray, CM, CAE
Denton Enterprise Airport
Airport Director
5000 Airport Road
Denton, TX 76207
Re: Denton Enterprise Airport (DTO)
Stormwater Pollution Prevention Plan (SWPPP) Update
Engineering Services Proposal
Dear Mr. Gray:
Garver is pleased to submit this proposal to provide engineering professional services related to the
above referenced project.
COMPENSATION
For the Airport SWPPP Update project, the hourly not-to-exceed fee of $15,000.00 is based on the
completion of SWPPP book update. A detailed breakdown of the proposed fee for these services is
included within Exhibit B.
SCHEDULE
Garver acknowledges the importance of the project schedule to the City of Denton and agrees to put
forth its best professional efforts to perform its services under this Agreement in a manner consistent
with that schedule.
Barring unforeseen circumstances beyond the control of Garver, we would anticipate completing the
work within a mutually agreeable schedule that aligns with the City of Denton.
Garver is pleased to have this opportunity to submit this proposal and look forward to working with
you on this project. If you have any questions or would like any additional information, please feel free
to call me anytime at 214-619-9023.
Sincerely,
Mitchell McAnally, PE, PMP
Senior Project Manager
Attachments: Exhibit A – Scope of Services
Exhibit B – Fee Spreadsheet
Attachment B - Scope of Services, Compensation & Project Schedule
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
Exhibit A – Scope of Services
DTO SWPPP Update Garver Project No. 23A11281
EXHIBIT B
(SCOPE OF SERVICES)
Generally, the Scope of Services includes the following professional services for the Stormwater
Pollution Prevention Plan (SWPPP) update at Denton Enterprise Airport (DTO).
1. ENVIRONMENTAL SERVICES
1.1. Garver (Consultant) shall perform environmental tasks to update current Spill Prevention
Control and Countermeasure Plan and the Stormwater Pollution Prevention Plan. If required,
the Consultant will coordinate with City staff for airport spill prevention and stormwater
specifics for completion of the documents. The Consultant will provide the following services:
1.1.1. Update the Spill Prevention Control and Countermeasure (SPCC) Plan. The Consultant
shall update the SPCC Plan based on City comments and suggestions.
1.1.2. Update the Stormwater Pollution Prevention Plan (SWPPP). The Consultant will apply
the SPCC applicable comments to the SWPPP and confirm the SWPPP is current with
the TCEQ permit.
2. PROJECT DELIVERABLES
2.1. The following deliverables will be submitted to the parties identified below. Unless otherwise
noted below, all deliverables shall be electronic.
· Updated Airport SWPPP plan
· Updated SPCC plan as a part of the SWPPP Plan
3. ADDITIONAL SERVICES
3.1. The following items are not included under this agreement but will be considered as additional
services to be added under Amendment if requested by the Owner.
· Redesign for the Owner’s convenience or due to changed conditions after previous
alternate direction and/or approval.
· Deliverables beyond those listed herein.
· Design of any utility relocation.
· Engineering, architectural, or other professional services beyond those listed herein.
· Environmental Handling and Documentation, including wetlands identification or mitigation
plans or other work related to environmentally or historically (culturally) significant items.
4. SCHEDULE
4.1. Garver shall begin work under this Agreement upon execution of this Agreement and shall
complete the work within a mutually agreeable schedule with the Owner.
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
Rates Rates
Engineers / Architects Resource Specialists
E-1 161.00$ RS-1 104.00$
E-2 189.00$ RS-2 137.00$
E-3 225.00$ RS-3 194.00$
E-4 265.00$ RS-4 268.00$
E-5 322.00$ RS-5 335.00$
E-6 397.00$ RS-6 411.00$
E-7 444.00$ RS-7 460.00$
Planners Environmental Specialists
P-1 194.00$ ES-1 104.00$
P-2 230.00$ ES-2 131.00$
P-3 261.00$ ES-3 168.00$
P-4 320.00$ ES-4 198.00$
P-5 380.00$ ES-5 248.00$
ES-6 318.00$
Designers ES-7 398.00$
D-1 145.00$ ES-8 450.00$
D-2 164.00$
D-3 194.00$ Project Controls
D-4 227.00$ PC-1 106.00$
PC-2 140.00$
Technicians PC-3 178.00$
T-1 126.00$ PC-4 229.00$
T-2 170.00$ PC-5 280.00$
T-3 184.00$ PC-6 361.00$
T-4 -$ PC-7 454.00$
Surveyors Administration / Management
S-1 78.00$ AM-1 75.00$
S-2 93.00$ AM-2 96.00$
S-3 128.00$ AM-3 134.00$
S-4 175.00$ AM-4 171.00$
S-5 230.00$ AM-5 209.00$
S-6 268.00$ AM-6 272.00$
2-Man Crew (Survey)291.00$ AM-7 320.00$
3-Man Crew (Survey)351.00$ M-1 510.00$
2-Man Crew (GPS Survey)344.00$
3-Man Crew (GPS Survey)403.00$
Construction Observation
C-1 112.00$
C-2 140.00$
C-3 171.00$
C-4 221.00$
C-5 259.00$
Agreement for Professional Services
Swppp Update Garver Project No. 23A11281
Garver Hourly Rate Schedule: July 2023 - June 2024
Classification Classification
Exhibit B
Denton Enterprise Airport (DTO)
SWPPP Update
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
Exhibit B
Denton Enterprise Airport (DTO)
SWPPP Update
FEE SUMMARY
Title I Service Estimated Fees
Environmental Services 15,000.00$
Subtotal for Title I Service 15,000.00$
L:\2023\23A11290 - DTO On-Call 2023-2025\Contracts\Client\Draft\Task Order 1 - SWPPP Update\DTO - Airport SWPPP
Update - Exhibit B - Garver Fee Spreadsheet
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
Exhibit B
Denton Enterprise Airport (DTO)
SWPPP Update
Environmental Services
WORK TASK DESCRIPTION E-5 ES-4 ES-2 AM-2
hr hr hr hr
1. Categorical Exclusion (CATEX)
Virtual Kickoff Meeting 1 1 2
Coordination with Airport & City of Denton 1 4 2
Site investigation to verify existing conditions 8 8
Update SWPPP Document 8 16
Update SPCC Plan 8 16
Virtual Review Meeting 1 2
Finalize SWPPP & SPCC Updates 2 4
Project Administration 1 2 4
Subtotal - Categorical Exclusion (CATEX)3 34 50 4
Hours 3 34 50 4
SUBTOTAL - SALARIES:$14,632.00
DIRECT NON-LABOR EXPENSES
Document Printing/Reproduction/Assembly $123.00
Postage/Freight/Courier $30.00
Office Supplies/Equipment $25.00
Computer Modeling/Software Use $100.00
Travel Costs $90.00
SUBTOTAL - DIRECT NON-LABOR EXPENSES: $368.00
SUBTOTAL:$15,000.00
SUBCONSULTANTS FEE:$0.00
TOTAL FEE:$15,000.00
DocuSign Envelope ID: B0FE7BEE-6DE1-4CDE-9786-1A59E5148936
Certificate Of Completion
Envelope Id: B0FE7BEE6DE14CDE97861A59E5148936 Status: Completed
Subject: ***Purchasing Approval**8209 Airport Engineering Services
Source Envelope:
Document Pages: 24 Signatures: 3 Envelope Originator:
Certificate Pages: 5 Initials: 1 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
8/24/2023 4:33:53 PM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 8/24/2023 4:36:33 PM
Viewed: 8/24/2023 4:36:41 PM
Signed: 8/24/2023 4:39:46 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 8/24/2023 4:39:47 PM
Viewed: 8/25/2023 11:05:10 AM
Signed: 8/25/2023 11:08:28 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mitchell McAnally
MRMcAnally@GarverUSA.com
Senior Project Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 50.58.5.110
Sent: 8/25/2023 11:08:30 AM
Resent: 8/28/2023 2:58:12 PM
Viewed: 8/28/2023 2:59:22 PM
Signed: 8/28/2023 2:59:42 PM
Electronic Record and Signature Disclosure:
Accepted: 8/28/2023 2:59:22 PM
ID: e93cb10a-0cd2-4b32-a449-67e985e3427a
Scott Gray
scott.gray@cityofdenton.com
Airport Director
x
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 8/28/2023 2:59:44 PM
Viewed: 8/28/2023 3:03:53 PM
Signed: 8/28/2023 3:04:15 PM
Electronic Record and Signature Disclosure:
Accepted: 8/28/2023 3:03:53 PM
ID: 24907851-7f17-4ddd-8ae7-468cac3f60db
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 8/28/2023 3:04:17 PM
Viewed: 8/28/2023 3:15:16 PM
Signed: 8/28/2023 3:20:10 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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: 8/28/2023 3:20:12 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 8/24/2023 4:36:33 PM
Certified Delivered Security Checked 8/28/2023 3:15:16 PM
Signing Complete Security Checked 8/28/2023 3:20:10 PM
Completed Security Checked 8/28/2023 3:20:12 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Mitchell McAnally, Scott Gray
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