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8430 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 Christina Dormady Not Applicable 8430RFP Vision Zero Phase II JUNE 18, 2024 N/A 24-1153 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 1 of 15 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 8430 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Kimley-Horn and Associates, Inc. , with its corporate office at 421 Fayetteville Street, Suite 600, Raleigh, NC 27601 , hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, a Vision Zero Phase II as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 6/20/2024 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 2 of 15 A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFQ 8430 – Vision Phase II, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. D. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit B. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 3 of 15 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit D. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the lump sum amounts shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $190,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 4 of 15 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 5 of 15 Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 6 of 15 will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Kimley-Horn and Associates City of Denton C. Brian Shamburger, P.E., PTOE, Principal Purchasing Manager –File 8430 801 Cherry Street, Unit 11, Suite 1300 901B Texas Street Fort Worth, Texas 76102 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 7 of 15 ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 8 of 15 ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFQ 8430 – Vision Zero Phase II for the City of Denton (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule, and Fee Schedule Exhibit C – Consultant’s Insurance Requirements Exhibit D – Consultant’s Schedule What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be C. Brian Shamburger, P.E, PTOE. However, nothing herein shall DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 9 of 15 limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 10 of 15 Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL Contractor 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV PROHIBITION ON CONTRACTS WITH COMPANIES DOING BUSINESS WITH IRAN, SUDAN, OR A FOREIGN TERRORIST ORGANIZATION 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, 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. ARTICLE XXVI PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN ENERGY COMPANIES Contractor 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (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. DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 11 of 15 ARTICLE XXVII PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN FIREARM ENTITIES AND FIREARM TRADE ASSOCIATIONS Contractor 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (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. ARTICLE XXVIII 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 Contractor 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. DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 12 of 15 ARTICLE XXIX CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the Consultant submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The consultant shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXX 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 Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. 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. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 6/20/2024 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 13 of 15 CONSULTANT BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ SARA HENSLEY CITY MANAGER ATTEST: LAUREN THODEN, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 Scott.Arnold@kimley-horn.com 817-335-6511 Scott Arnold 2024-1160897 Scott R. Arnold Development Services Scott McDonald Development Services City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 14 of 15 Exhibit A RFQ 8430 – Vision Zero Phase II (on file in the purchasing office) DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 City of Denton, Texas Contract 8430 Revised Date: 5.13.24 Page 15 of 15 DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 EXHIBIT B PROFESSIONAL SERVICES FOR VISION ZERO PHASE II IMPLEMENTATION PLAN City of Denton, Texas Attachment A Page 1 of 8 Exhibit B Scope for Professional Services for: Vision Zero Phase II Implementation Plan The CONSULTANT will perform its services pursuant to the requirements delineated below. Project Understanding Denton’s Vision Zero Implementation Plan (VZIP) aims to develop an equitable, well-defined strategy to eliminate roadway fatalities and serious injuries in the City of Denton. The implementation plan will analyze safety needs, identify high-risk locations and factors contributing to crashes, prioritize strategies to address them, and serve as a guide for future local government implementation of the improvements, including for implementation funding requests to the Federal Highway Administration (FHWA). The implementation plan will inform Denton’s safety solutions when implementing systemic and equity-based safety policies and improvements. Future phases of the implementation plan will include the following: • Conduct detailed field reviews and road safety audits of the highest priority corridors and intersections throughout the OWNER [PUBLIC ENTITIES]; • Identify safety countermeasures and application of crash modification factors to project the anticipated safety benefits from the applied safety improvements; and • Develop an interactive web-based and public-facing dashboard to summarize crash data and track the progress of the OWNER’s [PUBLIC ENTITIE’S] safety program. Work under this agreement consists of project management and coordination, stakeholder and public engagement, data collection, safety analysis, countermeasure toolkit, implementation matrix, documentation, and executive summary and fact sheet. WORK TO BE PERFORMED Task 1. Project Management and Coordination Task 2. Stakeholder and Public Engagement Task 3. Data Collection Task 4. Safety Analysis Task 5. Countermeasure Toolkit Task 6. Implementation Matrix Task 7. Documentation Task 8. Executive Summary and Fact Sheet DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 EXHIBIT B PROFESSIONAL SERVICES FOR VISION ZERO PHASE II IMPLEMENTATION PLAN City of Denton, Texas Attachment A Page 2 of 8 TASK 1: PROJECT MANAGEMENT AND COORDINATION Task 1.1. Project Workplan The CONSULTANT will kick off the project by creating a workplan that serves as a living document for both the internal project team and the OWNER’s [PUBLIC ENTITIES] team and sets expectations for communication guidelines, upcoming tasks, and overall project progress. The workplan will be revisited during regular project meetings to illustrate how our progress compares with the original schedule and provide timely delivery of milestones. Task 1.2. Project Coordination Meetings The CONSULTANT will prepare for and attend up to ten (10) monthly project coordination meetings (up to six [6] in-person) to communicate with the OWNER [PUBLIC ENTITIES] and report on project progress. Each project coordination meeting will include a report of all project deliverables and their progress. Task 1.3. Vision Zero Task Force Meetings A Vision Zero Task Force (VZTF) will be created to oversee the Vision Zero Implementation Plan (VZAP) development at key touchpoints. The format of these meetings is anticipated to be in-person, with the OWNER [PUBLIC ENTITIES] identifying the members to serve on the VZTF. It is recommended that VZTF members represent a variety of professionals relevant to the commitment and improvement of roadway safety, such as engineers, planners, first responders, community leaders, healthcare professionals, other public professionals, and representatives from historically underrepresented communities. We anticipate sending two (2) team members to facilitate five (5) in-person VZTF meetings following the format below. VZTF Meetings 1. Kick-Off and Goal Setting 2. Safety Analysis (High-Injury Network) 3. Equity Review and Priority Considerations 4. Implementation Matrix 5. Administrative Draft and Recognition of VZTF, Annual Reporting Next Steps Task 1.4. City Council Meetings The CONSULTANT will prepare for and make a presentation at up to two (2) City Council meetings to introduce the project, provide a progress update, and present the VZIP for adoption. The CONSULTANT will produce meeting materials, present to City Council, and prepare a summary of feedback received during the meetings (1-hour, in-person meetings). Task 1 Deliverables: Project Work Plan, Monthly Project Coordination Meetings, VZTF Meetings (5), City Council Meetings (2) DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 EXHIBIT B PROFESSIONAL SERVICES FOR VISION ZERO PHASE II IMPLEMENTATION PLAN City of Denton, Texas Attachment A Page 3 of 8 TASK 2: STAKEHOLDER AND PUBLIC ENGAGEMENT Task 2.1. Public Engagement Plan The CONSULTANT will develop a plan for community and stakeholder (public) outreach and a strategy for communication at the beginning of the project. This Public Engagement Plan (PEP) will incorporate outreach and engagement methods and provide needed input for developing and implementing the VZAP. The PEP will also identify a list of key stakeholders to involve and address a diverse cross section of the community and listen to their concerns. The strategy will leverage existing communication channels and identify any supplemental strategies needed to educate and engage the community on the project. The PEP will consist of considerations of the following: • Identification of, and engagement activities for, key communities that may be disproportionately impacted by traffic risks and traditionally underserved by safety efforts • Examination of perceived safety culture and concerns in the Denton area • Timeline for stakeholder and public engagement activities • Communication methods for sharing information with residents and community members • Strategy for effective and consistent messaging Task 2.2. Online Engagement The CONSULTANT will create an online hub for engagement through a Social Pinpoint website. This website will serve as a platform for engagement by hosting surveys, informational videos, and interactive mapping tools. This hub will allow users to provide input on a wide range of projects, with this feedback being seamlessly integrated into GIS analysis. Survey activities for the website to host consist of: • Two (2) interactive map surveys, one (1) intended for each round of public workshops • Two (2) form-based surveys, one (1) intended for each round of public workshops • One (1) email subscribe survey Task 2.3. Public Workshops The CONSULTANT will prepare for and lead four (4) public workshops. These workshops will be open to the public and advertised to local stakeholders as identified by the OWNER [PUBLIC ENTITIES]. The first round of two (2) workshops will follow Task 4 (Safety Analysis). The workshops will present the analysis findings for the OWNER [PUBLIC ENTITIES, including the high-injury networks, and discuss systemic approaches, emphasis focus areas, crash types, and potential countermeasures. The second round of two (2) workshops will be held during Task 6 (Implementation Matrix) and will focus on project development and implementation throughout the OWNER [PUBLIC DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 EXHIBIT B PROFESSIONAL SERVICES FOR VISION ZERO PHASE II IMPLEMENTATION PLAN City of Denton, Texas Attachment A Page 4 of 8 ENTITIES]. This will consist of high-crash locations and identified countermeasure projects throughout the OWNER [PUBLIC ENTITIES]. DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 EXHIBIT B PROFESSIONAL SERVICES FOR VISION ZERO PHASE II IMPLEMENTATION PLAN City of Denton, Texas Attachment A Page 5 of 8 Task 2.4. Community Pop-Up Events The CONSULTANT will host two (2) public meetings as community “pop-up” style events that leverage the OWNER’s [PUBLIC ENTITIES] existing public events. One pop-up meeting will take place after the data collection is completed but will be presented as a “blank canvas” opportunity to give feedback without recommendations to respond to. At the second pop-up meeting, we will incorporate public ideas with other technical analyses to present as recommendations, maps, and policy recommendations to confirm draft results. Task 2 Deliverables: Social Pinpoint project website, public workshops (4), in-person community pop-up meetings (2) TASK 3: DATA COLLECTION Task 3.1. Data Collection Request The CONSULTANT will create a data needs request that lists technical data and applicable documents needed from the OWNER [PUBLIC ENTITIES] for review, including items identified in the scope of work. Upon request, this data will be provided by the OWNER [PUBLIC ENTITIES], which includes, but is not limited to, the following: • GIS Data for City Limits • ETJ • Land Use Public Facilities • Zoning • Trails • Sidewalks • Floodplains • Currently Planned Projects Task 3.2. Existing Conditions The CONSULTANT will use the data collected from the OWNER [PUBLIC ENTITIES], Texas Department of Transportation (TxDOT), and the Census/American Community Survey. The CONSULTANT will create the following six (6) maps to understand existing transportation and demographic conditions for the VZAP: • Current OWNER [PUBLIC ENTITIES] and TxDOT Roadway Projects • Roadway Functional Classification • Existing Congestion (Estimated daily volumes from Replica) • Overall Disadvantaged Census Tracts (USDOT Equitable Transportation Community data) • Transportation Disadvantaged Census Tracts (USDOT Equitable Transportation Community data) • 2020 Census Majority Minority Areas (MMAs) and Super MMAs DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 EXHIBIT B PROFESSIONAL SERVICES FOR VISION ZERO PHASE II IMPLEMENTATION PLAN City of Denton, Texas Attachment A Page 6 of 8 Task 3 Deliverables: Data Request Letter, Existing Conditions Maps (6) TASK 4: SAFETY ANALYSIS Task 4.1. Crash History Analysis The CONSULTANT will collect crash data from 2019-2023 (subject to data availability) using the TxDOT Crash Records Information System (CRIS) Database. Using this available data, the project team will create the following nine (9) maps to understand existing crash hotspots and severity outcomes Citywide: • Crash Heat Map • High-Crash Intersections Map • Bicycle Crash Map • Pedestrian Crash Map • Freight-Related Crash Map • Distracted Driving Crash Map • Impaired/Drunk Driving Crash Map • Roadway/Lane Departure Crash Map • Speed-Related Crash Map Task 4.2. High-Injury Network (HIN) The CONSULTANT will create a custom model in ArcGIS Pro to calculate which roads have the highest crash rates for fatal and injury-related crashes (KABs). Based on the results of these calculations, a subset of the OWNER’s [PUBLIC ENTITIES]roadways will be identified as the high-injury network (HIN). This HIN will identify which roads should be the OWNER’s [PUBLIC ENTITIES] priority for short- or long-range safety projects. Task 4.3. Prioritization of HIN Projects Using information gathered in Tasks 1.3. Vision Zero Task Force Meetings, 2.3. Public Workshops, and 3.2. Existing Conditions, the CONSULTANT will develop a methodology for prioritizing segments on the HIN. The OWNER [PUBLIC ENTITIES] will have two (2) opportunities to revise the methodology based on feedback from the project management team. This prioritization is intended to sort all HIN locations based on an overall score that factors in equity, public support, crash severity, proximity to vulnerable road users, and other data-based categories. The resulting scores will identify a short list of HIN locations for the OWNER [PUBLIC ENTITIES] to address first in their implementation plan. Task 4 Deliverables: Crash History Analysis Maps, HIN Map, HIN ArcGIS Pro Model, Prioritization Methodology, HIN Project Shortlist DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 EXHIBIT B PROFESSIONAL SERVICES FOR VISION ZERO PHASE II IMPLEMENTATION PLAN City of Denton, Texas Attachment A Page 7 of 8 TASK 5: COUNTERMEASURE TOOLKIT Task 5.1. Countermeasure Toolkit The CONSULTANT will develop a safety toolkit with graphic illustrations that illustrate safety countermeasures, context-sensitive solutions, and systemic components specific to Denton. These countermeasures will include information on expected crash reduction benefits, best-use cases for implementation, and specifications for design. Up to twelve (12) countermeasures will be defined in the toolkit. Task 5 Deliverables: Countermeasure Toolkit TASK 6: IMPLEMENTATION MATRIX The CONSULTANT will create an implementation matrix that discusses implementation through adopting revised or new policies, guidelines, and/or standards that address each of the eight Texas SHSP Emphasis Areas. Once identified, the list of projects and strategies is prioritized in a list that provides time ranges for when the strategies and countermeasures should be deployed (e.g., short-, mid-, and long-term time frames). The list will consist of specific projects and strategies or descriptions of programs or policies recommended for implementation. Task 6 Deliverables: Implementation Matrix in .xlsx Format TASK 7: DOCUMENTATION Task 7.1. Report The CONSULTANT will create a report document detailing the plan’s vision, goals, existing conditions, public outreach, safety analysis, prioritization results, and implementation matrix. Our team will provide two (2) opportunities for internal review before presenting the report to the public. The review process for the report by the OWNER [PUBLIC ENTITIES] is intended to be: • 50% - Technical materials – Full Review (occurs during other Tasks) • 60% - Word version of the report – Full Review • 90% - Final layout – Minor Review Task 7.2. Adoption Presentation The CONSULTANT will attend up to two (2) additional meetings to present the final report before its adoption. These meetings are anticipated to be a work session for the City Council and the adoption meeting. The materials for these meetings are anticipated to be pulled from the report or previous meetings to summarize the efforts conducted over the last year. DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 EXHIBIT B PROFESSIONAL SERVICES FOR VISION ZERO PHASE II IMPLEMENTATION PLAN City of Denton, Texas Attachment A Page 8 of 8 Task 7 Deliverables: Draft Report in Word (.docx), Final Layout Report in PDF, Final Report in PDF, Adoption Presentation TASK 8: EXECUTIVE SUMMARY AND FACT SHEET After Task 7.1 is complete, the CONSULTANT will create a brief executive summary or fact sheet in PDF format, which relays all pertinent information in an easy-to-follow format. The summary will be concise and highly graphic, highlighting major assumptions, strategies, and recommendations. Task 8 Deliverables: PDF Executive Summary ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES Additional Services not included in the existing Scope of Services – OWNER [PUBLIC ENTITIES] and CONSULTANT agree that the following services are beyond the Scope of Services described in the tasks above. However, CONSULTANT can provide these services, if needed, upon the OWNER’s [PUBLIC ENTITIES written request. Any additional amounts paid to the CONSULTANT 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 the following: • Attending and facilitating additional meetings and public workshops; • Additional safety analysis, including crash research, analysis, and crash exhibit; • Developing an interactive web-based and public-facing crash data and safety analysis dashboard; • Conducting field observations and road safety audits for project corridors and intersections; • Performance of miscellaneous and supplemental services related to the project as requested by the OWNER [PUBLIC ENTITIES]. DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 ATTACHMENT B COMPENSATION FOR VISION ZERO PHASE II IMPLEMENTATION PLAN City of Denton, Texas Attachment B Page 1 of 1 Exhibit B Compensation for Professional Services for: Vision Zero Phase II Implementation Plan Total compensation for the CONSULTANT contemplated under the terms of this agreement shall be lump sum total not-to-exceed $190,000 for all services including reimbursable expenses. The OWNER [PUBLIC ENTITIES] shall compensate the CONSULTANT as follows: The total compensation for Task 1 – Task 8 shall be on a lump sum basis and not to exceed $190,000. Progress payments shall be paid monthly based on the actual work satisfactorily completed per month. • Task 1 – Project Management and Coordination $ 25,000 • Task 2 – Stakeholder and Public Engagement $ 58,000 • Task 3 – Data Collection $ 10,000 $ 20,000 • Task 4 – Safety Analysis $ 34,000 • Task 5 – Countermeasure Toolkit $ 20,000 • Task 6 – Implementation Matrix $ 14,000 • Task 7 – Documentation $ 21,000 • Task 8 – Executive Summary And Fact Sheet $ 8,000 Grand Total $ 190,000 CONSULTANT will not exceed the total maximum fee shown without authorization from the OWNER [PUBLIC ENTITIES]. Individual task amounts are provided for budgeting purposes only. All permitting, application, and similar project fees will be paid directly by the OWNER [PUBLIC ENTITIES]. Payment will be due within 30 days of your receipt of the invoice and should include the invoice number and CONSULTANT project number. CONSULTANT anticipates following funding breakdown for each budget year. The breakdown is included per the request from OWNER [PUBLIC ENTITIES] and is for information purpose only. FY 2024 Budget Year (On or before September 30, 2024) $100,000 FY 2025 Budget Year (Starts on October 1, 2024) $ 90,000 DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 Vision Zero Phase II - 8430 INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon c o n t r a c t a w a r d , a l l i n s u r a n c e r e q u i r e m e n t s shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees, and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 Vision Zero Phase II - 8430 o Name as Additional Insured the City of Denton, its Officials, Agents, Employees, and volunteers. o That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: A. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors, and Contractual Liability with minimum DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 Vision Zero Phase II - 8430 combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. B. WORKERS’ COMPENSATION and EMPLOYERS LIABILITY INSURANCE Workers’ Compensation within the regulations of the Texas Workers’ Compensation Act. The minimum policy limits for Employers Liability are: Bodily Injury by Accident: $100,000.00 Each Accident Bodily Injury by Disease: $100,000.00 Each Employee Bodily Injury by Disease: $500,000.00 Policy Limit NOTES: a. If CONTRACTOR will not be providing services under the contract at a City facility, has no employees and/or is operating as a sole owner and single operator, CONTRACTOR shall provide a signed letter, with the current date, on official letterhead stating such to meet the requirement. b. If CONTRACTOR is a non-subscriber or is self-insured CONTRACTOR shall provide a copy of its Certificate of Authority to Self-Insure from the Texas Department of Insurance, Division of Workers’ Compensation Self Insurance Regulation Program, evidence of alternative coverage and internal safety and injury coverage policies and procedures. C. BUSINESS AUTOMOBILE LIABILITY INSURANCE Business Automobile Liability Insurance covering owned, hired, and non- owned vehicles, with a minimum combined single limit for bodily injury (including death) and property damage limit of $500,000.00 per occurrence. NOTE: a. If CONTRACTOR does not have owned, hired and non-owned autos or vehicles and/or no autos or vehicles will not be used in the performance of services under the contract, CONTRACTOR shall provide a signed letter, with the current date, on official letterhead stating such to meet the requirement for owned autos. SUBCONTRACTING LIABILITY (1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 Vision Zero Phase II - 8430 with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2) CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 TASK START DATE END DATE Project Initiation Design Notice to Proceed May-24 May-24 Task 1. Project Management and Coordination Project Workplan May-24 May-24 Project Coordination Meetings Jun-24 Apr-25 Vision Zero Task Force Meetings Jun-24 Mar-25 City Council Meetings Aug-24 May-25 Task 2. Stakeholder and Public Engagement Public Engagement Plan May-24 Jun-24 Online Engagement Jun-24 May-25 Public Workshops Jul-24 Jan-25 Community Pop-Up Events Jul-24 Jan-25 Task 3. Data Collection Data Collection Request May-24 May-24 Existing Conditions Jun-24 Jul-24 Task 4. Safety Analysis Crash History Analysis Jul-24 Aug-24 High-Injury Network Aug-24 Sep-24 Prioritization of HIN Projects Sep-24 Nov-24 Task 5. Countermeasure Toolkit Countermeasure Toolkit Aug-24 Oct-24 Task 6. Implementation Matrix Implementation Matrix Nov-24 Jan-25 Task 7. Documentation Report Jan-25 Mar-25 Task 8. Executive Summary and Fact Sheet Executive Summary and Fact Sheet Mar-25 May-25 Exhibit D Vision Zero Phase II Implementation PlanKimley-Horn and Associates, Inc. Project Schedule DocuSign Envelope ID: AAE7D562-D2F8-485C-9CD0-EECD26B1C393 Certificate Of Completion Envelope Id: AAE7D562D2F8485C9CD0EECD26B1C393 Status: Completed Subject: Please DocuSign: City Council Contract 8430 Vision Zero Phase II Contract Source Envelope: Document Pages: 30 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 5/17/2024 2:36:37 PM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 5/17/2024 2:41:45 PM Viewed: 5/17/2024 2:41:55 PM Signed: 5/17/2024 2:42:24 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 5/17/2024 2:42:25 PM Viewed: 5/17/2024 2:50:45 PM Signed: 5/17/2024 2:51:50 PM 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) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/17/2024 2:51:52 PM Viewed: 5/20/2024 12:17:50 PM Signed: 5/20/2024 12:19:14 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Arnold Scott.Arnold@kimley-horn.com Scott R. Arnold Security Level: Email, Account Authentication (None)Signature Adoption: Uploaded Signature Image Using IP Address: 130.41.212.55 Sent: 5/20/2024 12:19:16 PM Viewed: 5/20/2024 12:33:58 PM Signed: 5/20/2024 12:39:46 PM Electronic Record and Signature Disclosure: Accepted: 5/20/2024 12:33:58 PM ID: 216765e2-c9d9-4fe0-a8d7-cc6eb8c4e00d Signer Events Signature Timestamp Scott McDonald Scott.mcdonald@cityofdenton.com Development Services Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/20/2024 12:39:48 PM Viewed: 5/20/2024 1:17:35 PM Signed: 5/20/2024 1:17:55 PM Electronic Record and Signature Disclosure: Accepted: 5/20/2024 1:17:35 PM ID: 0dc39ff9-60dd-43d9-811c-7cc6f88fb3c2 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 5/20/2024 1:17:58 PM Viewed: 6/20/2024 9:16:35 AM Signed: 6/20/2024 9:16:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/20/2024 9:16:45 AM Viewed: 6/20/2024 10:48:51 AM Signed: 6/20/2024 10:49:01 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/20/2024 10:49:03 AM Viewed: 6/20/2024 11:14:02 AM Signed: 6/20/2024 11:14:40 AM 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: 5/17/2024 2:42:26 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 5/20/2024 1:17:57 PM Viewed: 5/20/2024 3:27:24 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/20/2024 11:14:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Charlie Rosendahl Charlie.rosendahl@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/20/2024 11:14:43 AM Electronic Record and Signature Disclosure: Accepted: 9/1/2023 1:19:34 PM ID: 9eacd901-8cd3-4a60-8c2c-c969979098ce Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/17/2024 2:41:45 PM Certified Delivered Security Checked 6/20/2024 11:14:02 AM Signing Complete Security Checked 6/20/2024 11:14:40 AM Completed Security Checked 6/20/2024 11:14:43 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Scott Arnold, Scott McDonald, Charlie Rosendahl How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.