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24-1076 - 8213-001 - Ordinance ExecutedORDINANCE NO. 24- 1076 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC.. FOR ENGINEERING SERVICES FOR THE CONCEPTUAL DESIGN AND DUE DEIGENCE ITEMS FOR THE CLEAR CREEK INTERCEPTOR PROJECT FOR THE WASTEWATER DEPARTMENT AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTWE DATE (RFQ 8213-o01 - PROFESSIONAL SERVICES AGREEMENT FORENGrNEERiNG SERVICES AWARDED TO KINILEY-HORN AND ASSOCIATES, INC., IN THE NOT-TO-EXCEED AMOUNT OF $ 1 ,259,400.00). WHEREAS, on March 5, 2024, the City Council approved a pre-qualified engineer list for the Water and Wastewater Utilities Department (Ordinance 24-390), and the professional services provider (the “Provider”) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, this procurement was undertaken as part of the City’s governmental function [Water and sewer service]; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider’s profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with Kimley-Hom and Associates, Inc., for engineering services for the conceptual design and due diligence items for the Clear Creek Interceptor project for the Wastewater Department, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by 75r1 h'.. BeG K and seconded by A'cIti Byrd . This oTdinance was passed and approved by the following vote K - I Aye Nay Abstain Absent Mayor Gerard Hudspeth:,/ ./ \/ Vicki Byrd, District 1 : Brian Beck. District 2 : Paul Meltzer. District 3 :/ Joe Holland. District 4:,/ ./ J Brandon Chase McGee, At Large Place 5 : Jill Jester, At Large Place 6: PASSED AND APPROVED this the 'I'- d,,.f J.,„,_, 2024. ATTEST: LAUREN THODEN, CITY SECRETARY APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: dc=com, dc=cityofdenton, dc=codad, ou=Department MB–a7m17aFFBTFO=mTR Government, ou=Legal, cn=Marcella Lunn, email=Marcella.Lunn@cityofden ton .com Date: 2024.05.03 13:23:43 -05'00' ahn\\h' \\\M DocuSign Envelope ID: 3B4B9F3B-IEFE-41A0-8B37-A86322CA968B DENTON Docusign City Council Transmittal Coversheet 8213-001PSA File Name I Clear Creek Interceptor PSA Purchasing Contact Erica Garcla City Council Target Date June 4 ’- 2024 Piggy Back Option Contract Expiration Ordinance Not App11cab1 e N/A 24–1076 DocuSign Envelope ID: 3B4B9F3B-1 EFE-41A0-8B37-A86322CA968B CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES 8213401 This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and Kimlev-Horn and Associates, Inc., with its corporate office at 801 Cherry Street. Suite 1300, Unit 11, Fort Worth, TX 76102. and authorized to do business in Texas, (’'ENGINEER"), for a PROJECT generally described as: Clear Creek Interceptor (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 $1,259,400 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 A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 1 of 18 DocuSign Envelope ID: 3B4B9F3B-1 EFE-41A0-8B37-A86322CA968B A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) in the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) if the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 2 of 18 DocuSign Envelope ID: 3B4B9F3B-IEFEJt1 A0-8B37.A86322CA968B 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 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 3 of 18 DocuSign Envelope ID: 3B4B9F3B-IEFE-+IA0-8B37-A86322CA968B 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 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. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 4 of 18 DocuSign Envelope ID: 3B4B9F3B-IEFE41 A04B37-A86322CA968B 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. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 5 of 18 DocuSign Envelope ID: 3B4B9F3B-1 EFE-41A0-8B37-A86322CA968B 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 compensation and employers liability insurance City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 6 of 18 maintain workers and, if necessary, DocuSign Envelope ID: 3BtB9F3B-1 EFE41A04B37-A86322CA968B 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. f. Insurers for all policies must be authorized to do business in the State of City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 7 of 18 DocuSlgn Envelope ID: 3B4B9F3B-1 EFE41A0-8B37-A86322CA968B 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. 1.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. 1.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 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. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 8 of 18 DocuSign Envelope ID: 3B4B9F3B-1 EFE41A04B37-A86322CA968B L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) if asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) if asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 9 of 18 DocuSign Envelope ID: 3B4B9F3B-IEFE-41A0-8B37-A86322CA968B ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER’s services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 10 of 18 DocuSign Envelope ID: 3B4B9F3B-1 EFE=11A04B37-A86322CA968B 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 (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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 11 of 18 DocuSign Envelope ID: 3B4B9F3B-1 EFEz}IA0-8B37-A86322CA968B 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. 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 12 of 18 DocuSign Envelope ID: 3B4B9F3B-IEFEZFI A04B37-A86322CA968B 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 IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMiTrED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL TO THE EXrENT 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 ATrORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 13 of 18 DocuSign Envelope ID: 3B4B9F3B-1 EFE-41A0-8B37-A86322CA968B 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 6.1. 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 ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all 1-9 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 14 of 18 DocuSign Envelope ID: 3B4B9F3B-1 EFE41A04B37-A86322CA968B 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 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 15 of 18 DocuSign Envelope ID: 3B4B9F3B-1 EFE41A0-8B37-A86322CA968B 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. 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 23-1165 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. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 16 of 18 DocuSign Envelope ID: 3B4B9F3B-1 EFE41A04B37-A86322CA968B at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www .ethics.state.tx.us/filinginfo/1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with subject line. (EX: Contract 1234 – Form 1295) the contract number in the 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. S. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A - Scope of Services Attachment B - Compensation 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. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 17 of 18 DocuSign Envelope ID: 3B4B9F3B-1 EFE-41A0-8B37-A86322CA968B 2yJy209}ecuted by each party’s designated representative to be effective on BY: CITY OF DENTON, TEXAS BY: ENGINEER DocuSlgn•d by: SMA H&M££y IN AND ASSOCIATES, INC Sara Hensley, City Manager Authorized Agent, Title Full Name: 30hr1 Atkins 2024-1149688 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER ATTEST: LAURENc:EHQPEN , CITY SECRETARY BY: punTbJ I ' \----r)f)qr)ngcAr)nRr)487 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational 9bl©g£9£g;and business terms SItwcw aMI bBvrSgM APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY D1 rector , Title Water utillt1 es Department City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 18 of 18 DocuSign Envelope ID: 3B4B9F3B-IEFE41 A04B37-A86322CA968B ArrACHMENT A DESIGN SERVICES FOR CLEAR CREEK IFIERCErroR ATTACHMENT "A" Scope for Engineering Design Related Services for: CLEAR CREEK INTERCEPTOR The ENGINEER will perform its services pursuant to the requirements delineated below. Services under this attachment include engineering services for the conceptual design and due diligence items for the CLEAR CREEK INTERCEPTOR project. Project Understanding The City of Denton water and wastewater utility has determined that a major wastewater interceptor will be necessary in the near future in the Clear Creek Basin. In accordance with the City of Denton Wastewater Master Plan approximately 7.5 miles of 27-inch through 42-inch sanitary sewer pipeline will be designed to be installed beginning at the future Clear Creek Water Reclamation Plant Site (-5,500 LF north of the Hanlee Field Road and Collins Street intersection) and extending to the west along the Clear Creek to the Milan Creek confluence, and connecting to the influent gravity piping at the Ganzer Road Lift State (at the southeast corner of Ganzer Road and IH-35) which is currently under design. This scope of services includes conceptual design and due diligence items necessary to permit the City to begin purchasing easements necessary to construct the interceptor. Final design is not included in this scope of services and is anticipated to be added by amendment in fiscal year 2025. ENGINEER’s scope of services is as follows: • • • • • • • • • • Task 1 – Design Management Task 2 – Alignment Study Task 3 – Topographic Survey Task 4 – Nationwide Permitting Task 5 – Archeological Services Task 6 – ESA Field Assessments and Tree Survey Task 7 – Alignment Revisions Task 8 – Easement Preparation Task 9 – TxDOT RULIS Task 10 – Gas Pipeline Encroachments City of Denton, Texas Attachment A Page 1 of 14 DocuSign Envelope ID: 3B4B9F3B-1 EFE41A0-8B37-A86322CA968B ATrACHMENT A DESIGN SERVICES FOR CLEAR CREEK IFrERCErroR Task 1 – DESIGN MANAGEMENT A. Project Management 1. Develop project communication plan. a. Develop project contact list. b. Prepare and e-mail progress reports to the project team once a month to be included with invoices. 12 months is assumed. c. Prepare project schedule and provide schedule updates if the schedule changes. 2. Meetings a. Prepare for and attend kickoff meeting. b. Prepare meeting notes and distribute to the City. 3. Sub-consultant Agreement Preparation a. Prepare and execute up to two (2) subconsultant agreements. City of Denton, Texas Attachment A Page 2 of 14 DocuSign Envelope ID: 3B4B9F3B-IEFE41 A04B37-A86322CA968B ArrACHMENT A DESIGN SERVICES FOR CLEAR CREEK IFrERCEPTOR Task 2 – ALIGNMENT STUDY This task is for considering alternative alignments of the proposed Clear Creek Interceptor and obtaining City concurrence of a single option for the proposed alignment prior to performing and preparing design surveys, special studies and permitting, construction plans, and easement documents. This task will also verify sizing for the interceptor based upon the existing City wastewater hydraulic model. A. Preliminary Investigation 1. Data collection and record research 2. Site investigation 3.Hydraulic verification and sizing utilizing City provided wastewater model 4. Data review with City B.Schematic property and right-of-way investigation 1. Obtain and organizing publicly available parcel, easement, and ownership data. 2. Import obtained data into CAD format for use in alignment determination. C.Aquatic Resources Delineation 1. Delineation will be performed in general accordance with the U. S. Army Corps of Engineers (US ACE) 1987 Wetlands Delineation Manual and appropriate US ACE Regional Supplement (Great Plains Region) as detailed below: a. Locate readily available resource documents and perform a desktop review of site conditions. b- C. Perform one site visit to evaluate the existence and approximate locations of aquatic resources on the site. Prepare exhibits showing the boundaries (polygons) and acreage and/or linear footage (if applicable) of aquatic resources identified onsite during the site visit. Appropriate feature data, locations, and extents will be collected with a GPS with sub-meter accuracy as required by the US ACE. This scope of work does not include flagging. d.Prepare a report for the project documenting the results of the aquatic resources delineation performed onsite providing recommendations pertaining to compliance with Section 404 of the Clean Water Act and/or Section 10 of the Rivers and Harbors Act. 2.Official authority to make a determination defining applicable jurisdictional limits rests with the EPA; however, authority has been delegated to the US ACE. Jurisdictional determinations are made by the US ACE, upon specific written request, on a case-by-case basis and may make use of certain information at its disposal (such as other permits in the local area) that may not be readily available to the public. The aquatic resources delineation should not be considered authoritative, and it may not wholly eliminate uncertainty regarding the USACE's jurisdictional limits. D. Alternate Alignment Technical Memorandum 1. Easement requirements City of Denton, TexasAttachment A Page 3 of 14 DocuSign Envelope ID: 3B4B9F3B-1 EFE-41A0-8B37-A86322CA968B ATrACHMENT A DESIGN SERVICES FOR CLEAR CREEK IHrERCErroR 2. Pavement impacts 3. Environmentally sensitive area identification 4. Permitting requirements 5. Property ownership impacts 6. Field review of alignment altematives 7. Opinion of Probable Construction Cost (OPCC) 8. Alternative alignments mapping 9. Draft memorandum, including presentation to City 10. Final memorandum, including alignment recommendations The workflow anticipated will require certain investigations to commence after this task is underway or nearly complete, e.g., the archeological survey (by others). If the archeological survey findings or findings of other investigations dictate changes to the already established alignment and other work performed in this task, then the revisions will be performed as part of Task 7 – Alignment Revisions, E. Deliverables 1. Digital .PDF copy of draft and final alignment study. F. Meetings 1. Conduct up to six (6) status update and review meetings with City. City of Denton, TexasAttachment A Page 4 of 14 DocuSign Envelope ID: 3B4B9F3B-IEFEdj1 A0-8B37-A86322CA968B ATrACHMENT A DESIGN SERVICES FOR CLEAR CREEK iFIERCEProR Task 3 – TOPOGRAPHIC SURVEY A. Design Survey 1.Utility and Property Owner Coordination a. Coordinate with DIG TESS and City of Denton to locate and mark existing Ranchise and public utilities prior to performing the field survey. b. Right-of-Entry coordination with property owners to obtain permission to access private property to perform the design survey. Design SUIvey2. a. The limits of the topographic survey shall be approximately 100-feet wide and 7.5 miles long, centered on the final recommended alignment as dictated by Task 2 – Alignment Study. City of Denton, TexasAttachment A Page 5 of 14 DocuSign Envelope ID: 3B4B9F3B-1 EFE41A0-8B37-A86322CA968B ATrACHMENT A DESIGN SERVICES FOR CLEAR CREEK IFrERCErroR Task 4 – NATIONWIDE PERMITTING This task will include either the preparation of a USACE Nationwide Permit (NWP) 58 Non- Notifying Memorandum or a US ACE NWP 58 Pre-Construction Notification but not both, as follows: A.USACE NWP 58 Non-Notifying Memorandum: 1.If it appears that the proposed project could be authorized by Nationwide Permit (NWP) 58 for Utility Line Activities for Water and Other Substances without notification to the US ACE Fort Worth District, ENGINEER will add to the aquatic resources delineation report to document compliance with the applicable NWP. This scope assumes that formal US ACE notification and authorization is not required; therefore, ENGINEER will document specific project information and details and how to use the perceived applicable NWP. The report will include regulatory language for the applicable NWP with discussion of selected noteworthy General Conditions. The report will include the following information: a.Brief project description of proposed impacts to aquatic features; b.NWP 58 permit language with General Conditions; C.State Water Quality Certifications and Conditions; and d. NWP Regional Conditions for Texas. 2. Though no coordination with the USACE is proposed as part of this Task, the use of the applicable NWP constitutes compliance with appropriate Federal regulations. All NWP General and Regional Conditions and NWP terms must be met by the Client. B. USACE NWP 58 Pre-Construction Notification (PCN): 1.If it appears that the proposed project could be authorized by Nationwide Permit (NWP) 58 for Utility Line Activities for Water and Other Substances with notification to the USACE Fort Worth District, ENGINEER will prepare a pre- construction notification (PCN) package for the proposed project requiring the NWP authorization. Under this scenario, ENGINEER anticipates providing, at a minimum, the following information in the PCN document: a. b. C. d Aquatic Resources Delineation Report (prepared as part of Task 2) Project Description Purpose and Need Plan, Profile, and other CAD Drawings e. Threatened and Endangered Species information from readily available databases f Cultural Resources information from readily available databases. 2 3. Although not anticipated, the US ACE may require species specific studies for threatened and endangered species and/or cultural resources. This option is based on the ability to receive authorization under the current NWP Program (2021-2026); however, receiving authorization from the USACE is not guaranteed. This option is based on the assumption that compensatory mitigation will not be required; therefore, compensatory mitigation evaluation and assistance is City of Denton, Texas Attachment A Page 6 of 14 DocuSign Envelope ID: 3B4B9F3B-1 EFEdj1 A04B37-A86322CA968B ArrACHMENT A DESIGN SERVICES FOR CLEAR CREEK iVrERCEPTOR not included in this scope of work. This option does not include pursuing authorization under an Individual Permit. C. USACE Field Verification Site Visit: 1.It is anticipated, that the US ACE may require a site visit to verify conditions in the field. ENGINEER will attend this site visit with the US ACE. The US ACE may modify the aquatic feature classifications or may request additional information about aquatic features. ENGINEER will update the NWP 58 PCN package based on this field site visit and provide the modifications to the USACE. This task includes one (1) site visit with the USACE and one (1) set of an additional information request from the USACE. D. Deliverables 1. Non-notifying memorandum in digital PDF for City records; or 2. US ACE Pre-construction notification packet in digital PDF. E. Meetings 1. Attend up to two (2) meetings with the US ACE and City to discuss the PCN packet and/or meet in the field for verification. City of Denton, TexasAttachment A Page 7 of 14 DocuSign Envelope ID: 3B4B9F3B-1 EFE-41A0-8B37-A86322CA968B ArrACHMENT A DESIGN SERVICES FOR CLEAR CREEK iVrERCEPTOR Task 5 – ARCHEOLOGICAL SERVICES A Phase I intensive pedestrian archeological survey of the proposed project limits to identify cultural resources in the project area and to make recommendations based upon their significance with regard to eligibility for listing on the National Register of Historic Places NtHP) and designation as a Texas State Antiquities Landmark (SAL). In the event that a recommendation for NRHP or SAL eligibility cannot be made for a site found during the Phase I survey, Phase II testing may be recommended and subsequently required by the Texas Historical Commission (THC), if the stie cannot be avoided. This scope does not include any Phase II testing or Phase III mitigation tasks. The Phase I survey will include the following tasks: A. Desktop Cultural Resources Evaluation: 1. Compile information from publicly available records/databases 2. Produce a letter report detailing the results of the records search and presents a review of the natural environment and cultural history of the project area, along with conclusions and recommendations of our findings. B. Phase I Intensive Pedestrian Survey: 1. Perform shovel testing every 100m along the entire route. 2. In floodplain settings, excavate trenches a maximum of every 200 meters to test for deeply buried cultural resources. 3. Survey standards will meet the minimum requirements adopted by the THC (Council of Texas Archeologists 2020). 4. If archeological sites are found during the survey, they will be recorded. C. Technical Report 1. Report will be prepared meeting the standards of the THC (Council of Texas Archeologists 2018) and presents a review of the natural environment and cultural history of the project area, research design and methodology, and the results of field investigations, as well as conclusions and recommendations of findings. D. Curation 1. Records and collected artifacts must be curated in perpetuity with an approved curatorial facility, in order to fulfill requirements in the Texas Antiquities Permit (TAP). A representative of the City must sign the required curatorial paperwork. Though curation cannot be completed until the THC has approved the report, this task will not prevent the City from proceeding with construction of the project. If any artifacts are collected on private land, they will be returned to the landowner at their request E. Deliverables: 1. Desktop Cultural Resources Evaluation in digital .PDF format. 2. Cultural Resources THC Application in digital .PDF format. 3 . Cultural Resources Technical Report in digital .PDF format. City of Denton, Texas Attachment A Page 8 of 14 DocuSign Envelope ID: 3B4B9F3B-1 EFE41A0-8B37-A86322CA968B ATrACHMENT A DESIGN SERVICES FOR CLEAR CREEK IFrERCErroR Task 6 – ESA Field Assessments and Tree Survey In accordance with the Denton Development Code Sections 2.5.5 and 7.7.4, a field assessment will be performed along the entire alignment to determine the limits of existing or unknown Environmentally Sensitive Areas (ESAs), and to prepare a tree inventory within the proposed pipeline corridor. A. ESA Field Assessments 1. Schedule and attend a pre-application conference with City staff. 2. Perform a field assessment to determine whether the official ESA map requires modifications based upon actual riparian buffer locations, water related habitat boundaries, or cross timbers upland habitat. Obtain field locations of ESA boundaries with a GPS data logger. 3. Complete applications for each parcel to refine ESA boundaries based upon field assessment and submit to City for review and comment. Prepare CAD and GIS shapefiles of proposed ESA boundaries for utilization in design drawings. 4. Respond to up to two rounds of comments from City. B. Tree Survey 1. Compile previous tree inventories (if provided by City), aerial photos, and ROW limits for use in GPS data logger. Create a Data Dictionary for GPS data logger for data collection and print paper maps and CAD drawings for field work. 2. Utilize GPS to collect tree data along a 100’ wide easement based upon the alignment established in Task 2. The data will be collected by a handheld GPS unit and will therefore be mapping grade, not survey grade. For each 6-inch and larger tree, measured in accordance with the City of Denton Tree Ordinance, the collected data will include: a. GPS coordinates (latitude and longitude in decimal degrees); b. Diameter of trunk – City of Denton standard for multiple stemmed trees; c. Species name (scientific and common); d. Tag number - Each tree with recorded data above will be physically tagged with a pre-numbered aluminum circular tag; and e. General health assessment (healthy, declining, or hazard). 3. Map and quantify existing trees in CAD drawings and shapefiles for incorporation in design drawings. 4. While Engineer will endeavor to tag and locate all trees, as described above, it may not be practicable to do so and some trees may be missed in areas of heavy tree coverage or limited access. C. Deliverables 1. ESA exhibits and application. 2. Tree inventory spreadsheet, and exhibits. D. Meetings 1.One (1) ESA Pre-application meeting. City of Denton, Texas Attachment A Page 9 of 14 DocuSign Envelope ID: 3B4B9F3B-IEFE-41 A0-8B37-A86322CA968B ATTACHMENT A DESIGN SERVICES FOR CLEAR CREEK iVrERCEPTOR Task 7 – ALIGNMENT REVISIONS Findings and data collected from Tasks 3, 4, 5, and 6 will be incorporated into the overall alignment to refine the proposed alignment. A. Alignment Revisions 1. Incorporate findings and data collected from Tasks 3, 4, 5, and 6 into alignment exhibits created as part of Task 2. 2. Prepare Final alignment recommendation letter. 3. Prepare final alignment recommendation exhibits including proposed easement boundaries. B. Deliverables 1. Final alignment recommendation letter and exhibits in digital .PDF format. C. Meetings 1. One (1) meeting to review final alignment recommendation submittal. City of Denton, Texas Attachment A Page 10 of 14 DocuSign Envelope ID: 3B4B9F3B-1 EFE41A0-8B37-A86322CA968B ATrACHMENT A DESIGN SERVICES FOR CLEAR CREEK IFrERCErroR Task 8 – EASEMENT PREPARATION A. Separate Instrument Easement Descriptions 1. Based on the final alignment recommendation and property research prepared and performed as part of Tasks 2 and 3, Engineer will prepare legal descriptions and accompanying exhibits to be attached to easement documents provided by the City for easements required to construct and maintain the proposed interceptor. a. b- Twenty-Five (25) extra wide (50 – 100 feet) permanent easements are assumed to accommodate the construction of the proposed facilities. Five (5) temporary construction and/or access easements are assumed to provide access or lay-down/storage areas to construct the proposed interceptor. City of Denton, Texas Attachment A Page 1 1 of 14 DocuSign Envelope ID: 3B4B9F3B-1 EFE-41AO-8B37-A86322CA968B ArrACHMENT A DESIGN SERVICES FOR CLEAR CREEK i#rERCEPTOR Task 9 – TxDOT RULIS A.TxDOT RULIS Application 1. Prepare plan and profile Drawings of proposed Texas Department of Transportation (TxDOT) right of way crossings for the following TxDOT facilities: a. FM 428 (E Sherman Drive) b. FM 2164 (N Locust Street) 2. Prepare TxDOT Right of Way Utility and Leasing Information System (RULIS) applications for proposed crossings. 3. Respond to up to two rounds of comments on application. DeliverablesB. 1. Submit RULIS applications to City or to TxDOT on behalf of the City. City of Denton, TexasAttachment A Page 12 of 14 DocuSign Envelope ID: 3B4B9F3B-IEFE41 A0-8B37-A86322CA968B ArrACHMENT A DESIGN SERVICES FOR CLEAR CREEK ivrERCEFroR Task 10 – GAS PIPELINE ENCROACHMENTS A.LONO Exhibits 1. Prepare plan and profile sheets indicating proposed gas pipeline crossings with proposed interceptor to obtain letters of no objection (LONOs) for up to six (6) gas pipeline crossings. The following crossings are assumed to be required: a. Atmos Energy (3 Crossings) b. Explorer Pipeline Company (1 Crossing) c. Enterprise Products (1 Crossing) d. Energy Transfer Company (1 Crossing) 2. Respond to up to two rounds of comments on submittals. DeliverablesB. C. 1. LONO drawings in digital .PDF format, Meetings 1. Up to four (4) meetings/calls with pipeline owners. City of Denton, TexasAttachment A Page 13 of 1 4 DocuSign Envelope ID: 3B4B9F3B-1 EFE-41A0-8B37-A86322CA968B ArrACHMENT A DESIGN SERVICES FOR CLEAR CREEK IVrERCEPTOR ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES City and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, upon the City’s written request. Any additional amounts paid to ENGINEER as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. These additional services include, but are not limited to the following: • • • • • • • • Geotechnical Investigations Subsurface Utility Engineering Right-of-Way Acquisition Services Final design services Bidding phase services Preparation of a conditional letter of map revision (CLOMR) and letter of map revision (LOMR) and associated submittals to the City and FEMA. Revisions associated with development services comments beyond those indicated in the Scope of Services. Redesign to reflect project scope changes requested by the CITY, required to address changed conditions or change in direction previously approved by the CITY, mandated by changing governmental laws, or necessitated by the CITY’s acceptance of substitutions proposed by the contractor. Traffic Control Plan Details• • • • • • • • • • Traffic signal design Sidewalk design Preparation for and attendance at public meetings beyond those identified in the scope Construction management and resident project representative services. Performance of materials or specialty testing services. Performance of miscellaneous and supplemental services related to the project as requested by the CITY Retaining wall design Traffic studies or reports Any services not listed in the Scope of Services City of Denton, Texas Attachment A Page 14 of 14 DocuSign Envelope ID: 3B4B9F3B-1 EFEdj1 A04B37-A86322CA968B ArrACHMENT B COMPENSATION FOR CLEAR CREEK iHrERCEPrOR ATTACHMENT "B't Compensation for Engineering Design Related Services for: CLEAR CREEK INTERCEPTOR Total compensation for the ENGINEER contemplated under the terms of this agreement shall be on a lump sum basis not-to exceed Sl,259,400 for all services including reimbursable expenses. Progress payments for 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 – Design Management Task 2 – Alignment Study Task 3 – Topographic Survey Task 4 – Nationwide Permitting Task 5 – Archeological Services Task 6 – ESA Field Assessments and Tree Survey Task 7 – Alignment Revisions Task 8 – Easement Preparation Task 9 – TxDOT RULIS Task 10 – Gas Pipeline Encroachments $ 33,900 $336,000 $3 19,200 $ 40,100 $191,200 $ 99,800 $ 73,300 S 60,900 $ 30,000 $ 75,000 Grand Total $ 1,259,400 ENGINEER will not exceed the total maximum fee shown without authorization from the CITY Individual task amounts are provided for budgeting purposes only. ENGINEER reserves the right to reallocate amounts among tasks as necessary. All permitting, application, and similar project fees will be paid directly by the CITY Payment will be due within 25 days of your receipt of the invoice and should include the invoice number and Kimley-Horn project number. City of Denton, TexasAttachment B Page 1 of 1 DocuSign Envelope ID: 3B4B9F3B-1 EFE-41A0-8B37-A86322CA968B CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ 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 thI 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. misdemeanor. a M An offense under this section is a Klmley-Horn and Assoclates , Inc 2 [X] 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.) d Name of local government officer about whom the information in this section is being disclosed. John AtkIns 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? = „”m .,. 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?n Yes m 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? El Yes m No D. Describe each employment or business and family relationship with the local government officer named in this section N/A 4 5 Ld 1 have no Conflict of Interest to disclose. DocuSigned by: Ah atkiM &gnatIMWMEa7)iI 4/30/2024 :iness with the governmental entity Date DocuSign Envelope ID: 3B4B9F3B-1 EFE41A0-8B37-A86322CA968B CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.a.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 ofthe 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 ofa 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) Alocal government officer shall file a conflicts disclosure statement with respect to a vendor ie (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 52,500 during the 12-month period preceding the date that the officer becomes aware that (i) acontIact between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vaKkn (B) has given to the local government omcer ora family member ofthe oEEcer one or more gifts that have an aggregatevalueofmore than $ 100 in the 12-month periodpreceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006(a) and (a-1) (a) Avendor shall file a completed conflictofinterest 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 ofthe 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 omcer, 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 govemmental 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 oaicer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3d degree of affinity (marriage) or consanguinity rblood 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 right4f-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 gift cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. 'orm provided by Texas Ethics Commission www. ethics .state.tx . us Revised 11/30/2015 [k>cuSign Certificate Of Completion Envelope Id: 3B4B9F3BIEFE4 IA08B37A86322CA968B Subject: Please DocuSign: City Council Contract 8213-001 Clear Creek Interceptor PSA Status: Completed Source Envelope: Document Pages: 36 Signatures: 6 Certificate Pages: 6 Initials: 1 Envelope Originator: Erica Garcia AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 4/29/2024 8:31 :03 AM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Erica Garcia erica.garcia@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 4/29/2024 8:35:28 AM Viewed: 4/29/2024 8:35:48 AM Signed: 4/29/2024 8:36:53 AM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 4/29/2024 8:36:57 AM Viewed: 4/29/2024 9:54:29 AM Signed: 4/29/2024 9:55:26 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) 'Docu$ign8d brp IMartlthtBbb '4B070831B4AM38 Sent: 4/29/2024 9:55:30 AM Viewed: 4/29/2024 1:19:08 PM Signed: 4/29/2024 1 :27:18 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign John Atkins john.atkins@kimley-horn .com Vice President Security Level: Email, Account Authentication (None) Sent: 4/29/2024 1 :27:21 PM Viewed: 4/30/2024 7:45:35 AM Signed: 4/30/2024 7:46:41 AM Signature Adoption: Pre-selected Style Using IP Address: 130.41.174.193 Electronic Record and Signature Disclosure: Accepted: 4/30/2024 7:45:35 AM ID: 38888f8d-9274-+adf-9271-abe59dc77708 Signer Events Steven Gay stephen.gay@cityofdenton.com Director, Water Utlilities Security Level: Email, Account Authentication (None) Signature Timestamp Sent: 4/30/2024 7:46:a AM Viewed: 4/30/2024 8:19:21 AM Signed: 4/30/2024 8:40:40 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 4/30/2024 8:19:21 AM ID: 26e61aa8-81f34c6f-adaIJL7a47cf5147e Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) ElectronIc Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 4/30/2024 8:40:43 AM Resent: 6/5/2024 8:51 :10 AM Viewed: 6/5/2024 8:56:21 AM Signed: 6/5/2024 8:57:08 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) 'Docu$1gn•d br I SMA H++tV .5236DB296270423. Sent: 6/5/2024 8:57:11 AM Viewed: 6/5/2024 9:33:35 AM Signed: 6/5/2024 9:33:42 AM Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) Sent: 6/5/2024 9:33:46 AM Viewed: 6/5/2024 2:03:25 PM Signed: 6/5/2024 2:03:44 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Timestamp Sent: 4/29/2024 8:36:57 AMCheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 4/30/2024 8:40:44 AM Viewed: 5/2/2024 10:51 :24 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 6/5/2024 2:03:47 PM Viewed: 6/5/2024 2:46:52 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Envelope Updated Envelope Updated Certified Delivered Signing Complete Completed Status Timestamps 4/29/2024 8:35:28 AM 6/5/2024 8:51 :09 AM 6/5/2024 8:51 :09 AM 6/5/2024 2:03:25 PM 6/5/2024 2:03:44 PM 6/5/2024 2:03:47 PM Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: John Atkins, Steven Gay 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. 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