HomeMy WebLinkAbout8213-016 - Contract Executed
Docusign City Council Transmittal Coversheet
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Docusign Envelope ID: 7FA7B6DE-F629-4453-B34E-4264631A3BDF
Not Applicable
Gabby Leeper
LLWTP Ozone Air Conditioning Installation Support
8213-016PSA
MARCH 24, 2026
N/A
26-0341
City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 1 of 18
CITY OF DENTON, TEXAS
STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL
SERVICES
This AGREEMENT is between the City of Denton, a Texas home-rule municipality
("CITY"), and Freese and Nichols, Inc. with its corporate office at 801 Cherry St,. Suite
2800, Fort Worth TX, 76102 and authorized to do business in Texas, ("ENGINEER"), for a
PROJECT generally described as: LLWTP Ozone Building HVAC System (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 $114,984 in the manner and in accordance
with the fee schedule as set forth in Attachment A. 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:
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City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 2 of 18
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.
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City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 3 of 18
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
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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.
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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.
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J. INSURANCE
(1) ENGINEER’S INSURANCE
a. Commercial General Liability – the ENGINEER shall maintain
commercial general liability (CGL) and, if necessary, commercial
umbrella insurance with a limit of not less than $1,000,000.00 per each
occurrence with a $2,000,000.00 aggregate. If such Commercial General
Liability insurance contains a general aggregate limit, it shall apply
separately to this PROJECT or location.
i. The CITY shall be included as an additional insured with all rights
of defense under the CGL, using ISO additional insured
endorsement or a substitute providing equivalent coverage, and
under the commercial umbrella, if any. This insurance shall apply
as primary insurance with respect to any other insurance or self-
insurance programs afforded to the CITY. The Commercial
General Liability insurance policy shall have no exclusions or
endorsements that would alter or nullify: premises/operations,
products/completed operations, contractual, personal injury, or
advertising injury, which are normally contained within the policy,
unless the CITY specifically approves such exclusions in writing.
ii. ENGINEER waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by the commercial general
liability or commercial umbrella liability insurance maintained in
accordance with this AGREEMENT.
b. Business Auto – the ENGINEER shall maintain business auto liability
and, if necessary, commercial umbrella liability insurance with a limit of
not less than $1,000,000 each accident. Such insurance shall cover
liability arising out of “any auto”, including owned, hired, and non-owned
autos, when said vehicle is used in the course of the PROJECT. If the
engineer owns no vehicles, coverage for hired or non-owned is
acceptable.
i. ENGINEER waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by the business auto liability or
commercial umbrella liability insurance obtained by ENGINEER
pursuant to this AGREEMENT or under any applicable auto
physical damage coverage.
c. Workers’ Compensation – ENGINEER shall maintain workers
compensation and employers liability insurance and, if necessary,
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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
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Texas and have a minimum rating of A:V or greater, in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management.
g. Any deductible or self insured retention in excess of $25,000.00 that
would change or alter the requirements herein is subject to approval by
the CITY in writing, if coverage is not provided on a first-dollar basis. The
CITY, at it sole discretion, may consent to alternative coverage
maintained through insurance pools or risk retention groups. Dedicated
financial resources or letters of credit may also be acceptable to the
CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation
in favor of the CITY as respects the PROJECT.
i. The CITY shall be entitled, upon its request and without incurring
expense, to review the ENGINEER's insurance policies including
endorsements thereto and, at the CITY's discretion; the ENGINEER may
be required to provide proof of insurance premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a
claims-made basis, shall contain a retroactive date coincident with or
prior to the date of the AGREEMENT. The certificate of insurance shall
state both the retroactive date and that the coverage is claims-made.
k. Coverages, whether written on an occurrence or claims-made basis,
shall be maintained without interruption nor restrictive modification or
changes from date of commencement of the PROJECT until final
payment and termination of any coverage required to be maintained after
final payments.
l. The CITY shall not be responsible for the direct payment of any
insurance premiums required by this AGREEMENT.
m. Sub consultants and subcontractors to/of the ENGINEER shall be
required by the ENGINEER to maintain the same or reasonably
equivalent insurance coverage as required for the ENGINEER. When
sub consultants/subcontractors maintain insurance coverage,
ENGINEER shall provide CITY with documentation thereof on a
certificate of insurance.
K. Independent Consultant
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.
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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
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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
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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
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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:
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a. by the City for its convenience upon 30 days' written notice to
ENGINEER.
b. by either the CITY or the ENGINEER for cause if either party fails
substantially to perform through no fault of the other and the
nonperforming party does not commence correction of such
nonperformance within 5 days’ written notice or thereafter fails to
diligently complete the correction.
(2) If this AGREEMENT is terminated for the convenience of the City, the
ENGINEER will be paid for termination expenses as follows:
a. Cost of reproduction of partial or complete studies, plans, specifications
or other forms of ENGINEER'S work product;
b. Out-of-pocket expenses for purchasing electronic data files and other
data storage supplies or services;
c. The time requirements for the ENGINEER'S personnel to document the
work underway at the time of the CITY'S termination for convenience so
that the work effort is suitable for long time storage.
(3) Prior to proceeding with termination services, the ENGINEER will submit to the
CITY an itemized statement of all termination expenses. The CITY'S approval
will be obtained in writing prior to proceeding with termination services.
E. Suspension, Delay, or Interruption to Work
The CITY may suspend, delay, or interrupt the services of the ENGINEER for the
convenience of the CITY. In the event of such suspension, delay, or interruption, an
equitable adjustment in the PROJECT's schedule, commitment and cost of the
ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be
made.
F. Indemnification
IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,
THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST
LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S
AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH
THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS
CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL
TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS
REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S
LIABILITY.
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G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the prior written
consent of the other party.
H. Jurisdiction
The law of the State of Texas shall govern the validity of this AGREEMENT, its
interpretation and performance, and any other claims related to it. The venue for any
litigation related to this AGREEMENT shall be Denton County, Texas.
I. Severability and Survival
If any of the provisions contained in this AGREEMENT are held for any reason to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
will not affect any other provision, and this AGREEMENT shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F.,
6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause.
J. Observe and Comply
ENGINEER shall at all times observe and comply with all federal and State laws and
regulations and with all City ordinances and regulations which in any way affect this
AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws
ordinances and regulations which may exist or may be enacted later by governing bodies
having jurisdiction or authority for such enactment. No plea of misunderstanding or
ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY
AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND
EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF
THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION,
WHETHER IT BE BY ITSELF OR ITS EMPLOYEES.
K. Immigration Nationality Act
ENGINEER shall verify the identity and employment eligibility of its employees who
perform work under this AGREEMENT, including completing the Employment Eligibility
Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with
copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and
State laws as well as establish appropriate procedures and controls so that no services
will be performed by any ENGINEER employee who is not legally eligible to perform
such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS,
AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the
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right to immediately terminate this AGREEMENT for violations of this provision by
ENGINEER.
L. Prohibition on Contracts with Companies Boycotting Israel
Engineer acknowledges that in accordance with Chapter 2271 of the Texas
Government Code, City is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company
that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to
those terms in Section 808.001 of the Texas Government Code. By signing this
agreement, Engineer certifies that Engineer’s signature provides written
verification to the City that Engineer: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
M. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or
a Foreign Terrorist Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting
with companies that do business with Iran, Sudan, or a foreign terrorist organization.
By signing this agreement, Engineer certifies that Engineer’s signature provides
written verification to the City that Engineer, pursuant to Chapters 2252 and 2270,
is not ineligible to enter into this agreement and will not become ineligible to
receive payments under this agreement by doing business with Iran, Sudan, or a
foreign terrorist organization. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
N. Prohibition on Contracts with Companies Boycotting Certain Energy
Companies
Engineer acknowledges that in accordance with Chapter 2274 of the Texas
Government Code, City is prohibited from entering into a contract with a company for
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
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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
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unless the Contractor submits a disclosure of interested parties (Form 1295) to the City
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. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/filinginfo/1295/
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th
day after Council award. Once a Form 1295 is acknowledged, it will be posted to the
Texas Ethics Commission’s website within seven business days.
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, Compensation, and Project Schedule
These documents make up the AGREEMENT documents and what is called for by one
shall be as binding as if called for by all. In the event of an inconsistency or conflict in
any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall
be resolved by giving precedence first to the written AGREEMENT then to the
AGREEMENT documents in the order in which they are listed above.
The parties agree to transact business electronically. Any statutory requirements that
certain terms be in writing will be satisfied using electronic documents and signing.
Electronic signing of this document will be deemed an original for all legal purposes.
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ATTEST:
INGRID REX, CITY SECRETARY
BY: _______________________________
Duly executed by each party’s designated representative to be effective on
_____________________________.
BY:
CITY OF DENTON, TEXAS
BY:
ENGINEER
Sara Hensley, City Manager
Freese Nichols, Inc.
Authorized Agent, Title
Full Name: ________________________
________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_________________________
Signature
_________________________
Title
_________________________
Department
Date Signed: ______________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
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James Naylor
2026-1417285
Water Utilities and Street Operations
General Manager
03/24/2026
101 S. Locust Street, Suite 202 + Denton, Texas 76201 + 940-220-4340 + FAX 817-735-7491
December 19, 2025
David Brown
City of Denton
901-B Texas St.
Denton, TX 76209
Re: LLWTP Ozone Building HVAC System
Mr. Brown:
Pursuant to your request for proposal (RFP) and our site visit on September 9, 2025, Freese and Nichols,
Inc. (FNI) is pleased to provide the City of Denton (Owner) with this proposal for providing professional
engineering services for the above referenced project. Caleb Barlow, PE will serve as project manager
for this project.
Scope of Services:
A detailed scope of services in included as Attachment SC.
Time of Completion:
A detailed schedule of the activities, milestones and deliverables is included as Attachment A.
Compensation:
FNI proposes to furnish professional services as described in Attachment SC for a total lump sum fee of
$114,984. The breakdown of our services is shown below:
Basic Services FEE
1 Project Management $24,111
2 Feasibility Assessment $25,418
3a Mechanical Design Phase Services $30,293
3b Electrical Design Phase Services $13,115
4 Construction Phase General Representation $22,047
Total Basic Services $114,984
We appreciate the opportunity to assist the City of Denton with this project. If additional information or
clarification is desired, please do not hesitate to contact us.
If you are in agreement with the services described and would like us to proceed with this assignment,
please initiate contract proceedings.
Sincerely,
James Naylor, PE, BCEE
Principal/Vice President
www.freese.com
Attachment A
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ATTACHMENT SC
SCOPE OF SERVICES AND RESPONSIBILITIES OF CLIENT
PROJECT UNDERSTANDING
The City of Denton (Client) desires to engage Freese and Nichols, Inc. (FNI) to evaluate, design, and provide
construction-phase support for the replacement of the existing heating-only ventilation unit serving the
Ozone Building at the Lake Lewisville Water Treatment Plant (LLWTP). The Client has procured a 30-ton air
conditioning unit, which may serve as the replacement system. Based on discussions with the Client and
preliminary site visit conducted on September 9, 2025, the project will include the following major work
elements as part of the Basic Service
A. Mechanical:
1. Analyze the feasibility of utilizing an existing, unused 30-ton HVAC unit procured by the City as a
replacement for the current heating-only ventilator system.
2. Evaluate the suitability of the existing ductwork for use with the proposed HVAC system.
3. If the existing ductwork is determined to be inadequate, design new ductwork appropriate for
the project application.
4. Assess the applicable building and mechanical codes to determine if ventilation operation limited
to alarm-only conditions is permissible.
5. Develop the HVAC control sequence and coordinate design requirements with the electrical
upgrades to ensure proper system operation and integration.
B. Electrical:
1. Evaluate existing electrical system serving the heating ventilator system for the ability to serve
the 30-ton HVAC unit.
2. Design for power circuiting from the existing electrical system for accommodating the new unit.
3. Ensure system meets current code and requirements.
4. Design for relay based chemical detection power cut off to new HVAC unit. Dry contacts to be
provided to the existing RTU PLC for remote monitoring of the system status.
FNI will accomplish the scope in three phases. The detailed scope of services is provided in Article I of this
attachment.
· Feasibility Analysis Phase
· Design Phase
· Construction Phase
ARTICLE I
BASIC SERVICES: FNI shall render the following professional services in connection with the development of
the Project:
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A. Project Management:
1. Perform general administrative duties associated with the Project, including progress monitoring
and monthly progress reporting, scheduling, general correspondence, documentation, office
administration, and invoice preparation for the scope items identified below. Documentation
shall be in accordance with the regulatory requirements for the Project. These duties include
maintaining regular contact with the City to help meet the needs of the City in a timely manner
and executing the work per the work plan, budget, and schedule.
B. Project Kick-off
a. Conduct a project kick-off meeting with the Client and the Client’s Facilities team to 1) verify
Client’s requirements for the project, and 2) review the scope of services, schedule of
deliverables, and other relevant information.
b. FNI will provide detailed agenda before the project kick-off meeting and meeting minutes
after the meeting.
C. Feasibility Analysis Phase
FNI shall provide professional services in this phase as follows:
a. Site Visit and Data Collection
Conduct a field visit to verify existing conditions, including the current HVAC equipment
layout, duct routing, electrical service panels, and control connections in the Ozone Building.
b. Load Analysis
Perform a detailed load calculation to determine heating and cooling requirements for the
space. Analysis will consider occupancy, process heat loads, equipment, ventilation rates, and
envelope conditions.
c. Equipment Compatibility Review
Review the specifications of the Client-provided air-conditioning unit to determine its
suitability and compatibility with existing building conditions and the identified load
requirements.
d. Existing Infrastructure Evaluation
i. Assess the condition and capacity of the existing ductwork to determine whether it
can be reused or requires modification.
ii. Review electrical capacity and controls infrastructure to evaluate if existing systems
can accommodate the new air-conditioning unit.
iii. Identify any modifications needed to support installation, start-up, and operation.
e. Feasibility Report and Opinion of Probable Construction Cost (OPCC)
i. Develop a feasibility report summarizing findings, system compatibility, and
recommendations for the proposed replacement.
ii. Develop a Class 4 opinion of probable construction cost per AACE International cost
estimating standards.
iii. Submit the report to the Client for review and approval prior to proceeding with
design.
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D. Design Phase:
Upon Client’s approval of the Feasibility Report, FNI shall proceed with detailed design of the
proposed improvements.
a. Design Documents
Prepare plans, specifications, and technical details necessary to remove the existing heating-
only ventilation unit and install the new 30-ton air-conditioning system. Drawings will
address:
i. Equipment placement
ii. Ductwork modifications
iii. Electrical power
iv. Control system integration and interlocks
v. Condensate management and airflow balancing
b. Deliverables
Prepare drawings, specifications, Construction Contract Documents, designs, and layouts of
improvements to be constructed. FNI shall submit design deliverables for Client review and
comment at the following stages:
i. 75% Design Submittal
ii. 100% Final Signed Design Package for use in contractor procurement and
construction.
c. Furnish Client one (1) electronic copy (.pdf format) of drawings, specifications, and Opinions
of Probable Construction Cost marked “Preliminary” for approval by Client, for each design
submittal as described above. Upon final approval by Client, FNI will provide Client one (1)
set of reproducible “Final” drawings and specifications in PDF format.
d. OPCC Updates
Provide updated Opinions of Probable Construction Cost at each submittal milestone.
e. Exclusions
i. FNI will not provide procurement or bid-phase services. FNI will respond to design
related questions during these phases.
ii. FNI will not provide permitting services. Permitting and permit related fees will be
the responsibility of the Client
iii. Construction Phase services are limited and include only the items listed below.
iv. The existing electrical system is assumed to have sufficient capacity and breaker
space to support the new HVAC equipment. FNI will not provide significant upgrades,
replacement or modifications to the existing electrical distribution system.
E. Bid or Negotiation Phase: Not Included
D. Construction Phase General Representation: Upon completion of the bid or negotiation phase
services, FNI will proceed with the performance of construction phase general representation
services as described below.
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In performing these services, it is understood that FNI does not guarantee the City selected
Contractor's performance, nor is FNI responsible for the supervision of the City selected Contractor’s
operation and employees. FNI shall not be responsible for the means, methods, techniques,
sequences or procedures of construction selected by the City selected Contractor, or any safety
precautions and programs relating in any way to the condition of the premises, the work of the City
selected Contractor or any Subcontractor. FNI shall not be responsible for the acts or omissions of
any person (except its own employees or agents) at the Project site or otherwise performing any of
the work of the Project.
These services are based on the use of Client’s standard General Conditions for construction projects.
Modifications to these services required by use of other general conditions or contract administration
procedures are an additional service. Client agrees to include provisions in the construction contract
documents that will require the construction City selected Contractor to include FNI and their
subconsultants on this project to be listed as 1) an additional insured and in any waiver of subrogation
rights with respect to such liability insurance purchased and maintained by City selected Contractor
for the Project (except workers’ compensation and professional liability policies); and (2) an
indemnified party in the City selected Contractor’s indemnification provisions where the Client is
named as an indemnified party. Construction Phase services are based on a construction duration of
ten (10) months from the date of City selected Contractor’s notice to proceed.
1. Make two (2) visits to the construction site to observe the progress and the quality of work and
to attempt to determine in general if the work is proceeding in accordance with the Construction
Contract Documents. FNI will report any observed defects or deficiencies in the work to Client.
Visits to the site in excess of the specified number are an Additional Service.
2. Notify the Client of non-conforming work observed on site visits. Review quality related
documents provided by the City selected Contractor such as test reports, equipment installation
reports or other documentation required by the Construction contract documents.
3. Interpret the drawings and specifications for Client and City selected Contractor(s).
Investigations, analyses, and studies requested by the City selected Contractor(s) and approved
by Client, for substitutions of equipment and/or materials or deviations from the drawings and
specifications is an additional service.
4. Conduct, in company with Client’s representative, a final review of the Project for conformance
with the design concept of the Project and general compliance with the Construction Contract
Documents. Prepare a list of deficiencies to be corrected by the City selected Contractor before
recommendation of final payment. Visiting the site to review completed work in excess of one
(1) trip is an Additional Service.
ARTICLE II
SPECIAL SERVICES: Not Applicable.
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ARTICLE III
ADDITIONAL SERVICES: Electrical design needed for upgrades if it is determined that the existing system is
insufficient. All design activities will be coordinated with, and receive prior approval from, the City of Denton
before work proceeds.
ARTICLE IV
TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution of this
Agreement and agrees to complete the services in accordance with the schedule in Attachment A.
If FNI’s services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule
consistent with the number of days of delay. These delays may include but are not limited to delays in Client
or regulatory reviews, delays on the flow of information to be provided to FNI, governmental approvals, etc.
These delays may result in an adjustment to compensation as outlined on the face of this Agreement and in
Attachment CO.
ARTICLE V
RESPONSIBILITIES OF CLIENT: Client shall perform the following in a timely manner so as not to delay the
services of FNI:
A. Client recognizes and expects that change orders may be required to be issued during construction.
The responsibility for the costs of change orders will be determined on the basis of applicable
contractual obligations and professional liability standards. FNI will not be responsible for any change
order costs due to unforeseen site conditions, changes made by or due to the Client or City selected
Contractor, or any change order costs not caused by the negligent errors or omissions of FNI. Nothing
in this provision creates a presumption that, or changes the professional liability standard for
determining if, FNI is liable for change order costs. It is recommended that the Client budget a
minimum of 5% for new construction and a minimum of 10% for construction that includes
refurbishing existing structures.
B. Designate in writing a person to act as Client’s representative with respect to the services to be
rendered under this Agreement. Such person shall have contract authority to transmit instructions,
receive information, interpret and define Client’s policies and decisions with respect to FNI’s services
for the Project.
C. Provide all criteria and full information as to Client’s requirements for the Project, including design
objectives and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations; and furnish copies of all design and construction
standards which Client will require to be included in the drawings and specifications.
D. Assist FNI by placing at FNI’s disposal all available information pertinent to the Project including
previous reports and any other data relative to design or construction of the Project.
E. Arrange for access to and make all provisions for FNI to enter upon public and private property as
required for FNI to perform services under this Agreement.
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F. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents
presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as Client
deems appropriate for such examination and render in writing decisions pertaining thereto within a
reasonable time so as not to delay, or cause rework in, the services of FNI.
G. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project
and such approvals and consents from others as may be necessary for completion of the Project.
H. Client shall make or arrange to have made all subsurface investigations, including but not limited to
borings, test pits, soil resistivity surveys, and other subsurface explorations. Client shall also make or
arrange to have made the interpretations of data and reports resulting from such investigations. All
costs associated with such investigations shall be paid by Client.
I. Provide such accounting, independent cost estimating and insurance counseling services as may be
required for the Project, such legal services as Client may require or FNI may reasonably request with
regard to legal issues pertaining to the Project including any that may be raised by City selected
Contractor(s), such auditing service as Client may require to ascertain how or for what purpose any
City selected Contractor has used the moneys paid under the construction contract, and such
inspection services as Client may require to ascertain that City selected Contractor(s) are complying
with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing
the work.
J. If Client designates a person to serve in the capacity of Resident Project Representative who is not
FNI or FNI’s agent or employee, the duties, responsibilities and limitations of authority of such
Resident Project Representative(s) will be set forth in an Attachment attached to and made a part of
this Agreement before the Construction Phase of the Project begins. Said attachment shall also set
forth appropriate modifications of the Construction Phase General Representation services as
defined in Attachment SC, Article I, D, together with such adjustment of compensation as
appropriate.
K. Attend the pre-bid conference, bid opening, preconstruction conferences, construction progress and
other job-related meetings and substantial completion inspections and final payment inspections.
L. Give prompt written notice to FNI whenever Client observes or otherwise becomes aware of any
development that affects the scope or timing of FNI’s services, or any defect or nonconformance of
the work of any City selected Contractor.
M. Furnish, or direct FNI to provide, Additional Services as stipulated in Attachment SC, Article III of this
Agreement or other services as required.
N. Bear all costs incident to compliance with the requirements of this Article V.
ARTICLE VI
DESIGNATED REPRESENTATIVES: FNI and Client designate the following representatives:
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Owner’s Designated Representative – David Brown, Project Manager Water Utilities
David.Brown@cityofdenton.com
940-349-8480
901-B Texas Street
Denton, Texas 76209
FNI’s Designated Representative – James Naylor
james.naylor@freese.com
214-217-2223
817-874-4187
101 S. Locust Street, Suite 202
Denton, Texas 76201
FNI’s Accounting Representative – Misty Ballard
misty.ballard@freese.com
817-735-7290
801 Cherry Street, Suite 2800
Ft Worth, Texas 76102
Docusign Envelope ID: 7FA7B6DE-F629-4453-B34E-4264631A3BDF
IDTask ModeTask Name Duration % Complete Start Finish Predecessors Successors0Denton LLWTP Ozone Building HVAC464 days16%Tue 9/2/25Tue 7/20/271Proposal86 days83%Tue 9/2/25Tue 1/13/262Receive RFP1 day100%Tue 9/2/25Tue 9/2/2543Site Visit for proposal scoping1 day100%Tue 9/9/25Tue 9/9/254Develop Proposal34 days100%Wed 9/3/25Tue 10/21/25255Submit Proposal1 day100%Wed 10/22/25Wed 10/22/25466Proposal Review35 days100%Thu 10/23/25Mon 12/15/25577Receive Proposal Comment from City0 days100%Mon 12/15/25Mon 12/15/25688Update Proposal4 days0%Tue 12/16/25Fri 12/19/25799Submit Revised Proposal0 days0%Fri 12/19/25Fri 12/19/2581010Revise Proposal Review10 days0%Mon 12/22/25Mon 1/12/2691111Notice to Proceed1 day0%Tue 1/13/26Tue 1/13/26101412Design83 days0%Wed 1/14/26Tue 5/12/2613Project Setup6 days0%Wed 1/14/26Thu 1/22/2614Project setup / schedule addt'l site visit if needed5 days0%Wed 1/14/26Wed 1/21/26111515Kickoff Meeting1 day0%Thu 1/22/26Thu 1/22/261429,17,1816Feasibility Study37 days0%Fri 1/23/26Tue 3/17/2617Evaluate HVAC use of existing equipment8 days0%Fri 1/23/26Tue 2/3/26151918Evaluate controls8 days0%Fri 1/23/26Tue 2/3/26151919Develop tech memo of findings and recommendations7 days0%Wed 2/4/26Thu 2/12/2617,182120Quality check8 days0%Fri 2/13/26Wed 2/25/2621Submit documents to internal QC1 day0%Fri 2/13/26Fri 2/13/26192222Internal QC period3 days0%Tue 2/17/26Thu 2/19/26212323Pick up comments3 days0%Fri 2/20/26Tue 2/24/26222424Backcheck1 day0%Wed 2/25/26Wed 2/25/26232525Compile and submit tech memo1 day0%Thu 2/26/26Thu 2/26/26242626Client review period10 days0%Fri 2/27/26Thu 3/12/262527FS+2 days83%100%100%100%100%100%12/150%12/190%0%0%0%0%0%0%0%0%0%0%0%0%0%0%0%0%JulAugSepOctNovDecJanFebMarAprMayJunJulAugSepOctNovDecJanFebMar20262027CriticalCritical SplitCritical ProgressTaskSplitTask ProgressManual TaskStart-onlyFinish-onlyDuration-onlyBaselineBaseline SplitBaseline MilestoneMilestoneSummary ProgressSummaryManual SummaryProject SummaryExternal TasksExternal MilestoneInactive TaskInactive MilestoneInactive SummaryDeadlineDenton - Lake Lewisville Ozone Building HVAC ImprovementsFile: DTN25xxx LLWTP Ozone Bldg HVAC - Schedule.v02.mpp Page 1 of 2 Printed Thu 12/18/25 at 8:28 AM Docusign Envelope ID: 7FA7B6DE-F629-4453-B34E-4264631A3BDF
IDTask ModeTask Name Duration % Complete Start Finish Predecessors Successors27Virtual review meeting1 day0%Tue 3/17/26Tue 3/17/2626FS+2 days2875% Design57 days0%Fri 1/23/26Tue 4/14/2629Model and sheet setup5 days0%Fri 1/23/26Thu 1/29/26153030Develop drawings & specs30 days0%Fri 1/30/26Fri 3/13/26293231Quality check8 days0%Mon 3/16/26Wed 3/25/2632Submit documents to internal QC1 day0%Mon 3/16/26Mon 3/16/26303333Internal QC period3 days0%Tue 3/17/26Thu 3/19/26323434Pick up comments3 days0%Fri 3/20/26Tue 3/24/26333535Backcheck1 day0%Wed 3/25/26Wed 3/25/26343636Compile and submit electronic documents1 day0%Thu 3/26/26Thu 3/26/26353737Client review period10 days0%Fri 3/27/26Thu 4/9/263638FS+2 days38Virtual review meeting1 day0%Tue 4/14/26Tue 4/14/2637FS+2 days4039100% Design (Final signed and sealed)20 days0%Wed 4/15/26Tue 5/12/2640Finalize drawings & specs12 days0%Wed 4/15/26Thu 4/30/26384241Quality check7 days0%Fri 5/1/26Mon 5/11/2642Submit documents to internal QC1 day0%Fri 5/1/26Fri 5/1/26404343Internal QC period3 days0%Mon 5/4/26Wed 5/6/26424444Pick up comments2 days0%Thu 5/7/26Fri 5/8/26434545Backcheck1 day0%Mon 5/11/26Mon 5/11/26444646Compile and submit electronic documents1 day0%Tue 5/12/26Tue 5/12/264548FS+60 days47Construction235 days0%Thu 8/6/26Tue 7/20/2748Construction NTP0 days0%Thu 8/6/26Thu 8/6/2646FS+60 days4949Submittals45 days0%Fri 8/7/26Fri 10/9/26485050Mobilize20 days0%Tue 10/13/26Mon 11/9/26495151Construction140 days0%Tue 11/10/26Fri 6/4/27505252Close out30 days0%Mon 6/7/27Tue 7/20/27510%0%0%0%0%0%0%0%0%0%0%0%0%0%0%0%0%0%0%0%8/60%0%JulAugSepOctNovDecJanFebMarAprMayJunJulAugSepOctNovDecJanFebMar20262027CriticalCritical SplitCritical ProgressTaskSplitTask ProgressManual TaskStart-onlyFinish-onlyDuration-onlyBaselineBaseline SplitBaseline MilestoneMilestoneSummary ProgressSummaryManual SummaryProject SummaryExternal TasksExternal MilestoneInactive TaskInactive MilestoneInactive SummaryDeadlineDenton - Lake Lewisville Ozone Building HVAC ImprovementsFile: DTN25xxx LLWTP Ozone Bldg HVAC - Schedule.v02.mpp Page 2 of 2 Printed Thu 12/18/25 at 8:28 AM Docusign Envelope ID: 7FA7B6DE-F629-4453-B34E-4264631A3BDF
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton
Ethics Code, Ordinance 18-757.
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Docusign Envelope ID: 7FA7B6DE-F629-4453-B34E-4264631A3BDFForm CIQ
Freese and Nichols, Inc.
2/9/2026
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Docusign Envelope ID: 7FA7B6DE-F629-4453-B34E-4264631A3BDF
Certificate Of Completion
Envelope Id: 7FA7B6DE-F629-4453-B34E-4264631A3BDF Status: Completed
Subject: Please DocuSign: City Council Contract 8213-016 LLWTP Ozone Air Conditioning Installation support
Source Envelope:
Document Pages: 31 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
1/23/2026 10:39:52 AM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
Gabby.Leeper@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 1/23/2026 10:49:57 AM
Viewed: 1/23/2026 10:51:23 AM
Signed: 1/23/2026 10:52:26 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 1/23/2026 10:52:29 AM
Viewed: 1/23/2026 11:10:23 AM
Signed: 1/23/2026 11:10:54 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Leah Bush
leah.bush@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 1/23/2026 11:12:09 AM
Viewed: 1/23/2026 3:50:12 PM
Signed: 1/23/2026 4:20:30 PM
Electronic Record and Signature Disclosure:
Accepted: 1/23/2026 3:50:12 PM
ID: 926f1acd-9552-438a-b8e2-4ef72674405b
James Naylor
james.naylor@freese.com
Principal/Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Uploaded Signature Image
Using IP Address: 198.211.208.110
Sent: 1/23/2026 4:20:33 PM
Viewed: 1/26/2026 9:53:04 AM
Signed: 2/9/2026 1:04:47 PM
Electronic Record and Signature Disclosure:
Accepted: 1/30/2026 3:52:14 PM
ID: f8b1e448-7f2f-4f7c-9325-1ad7f474eff2
Signer Events Signature Timestamp
Stephen D Gay
Stephen.Gay@cityofdenton.com
General Manager
Water Utilities
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 2/9/2026 1:04:50 PM
Viewed: 2/9/2026 1:08:45 PM
Signed: 2/9/2026 1:24:20 PM
Electronic Record and Signature Disclosure:
Accepted: 2/9/2026 1:08:45 PM
ID: 242f8ffe-3cbc-44fc-b2a9-39c9837689ea
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 2/9/2026 1:24:24 PM
Viewed: 3/25/2026 8:27:54 AM
Signed: 3/25/2026 8:28:11 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: 3/25/2026 8:28:14 AM
Viewed: 3/25/2026 8:29:23 AM
Signed: 3/25/2026 8:29:29 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Ingrid Rex
Ingrid.Rex@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 3/25/2026 8:29:32 AM
Viewed: 3/25/2026 1:06:50 PM
Signed: 3/26/2026 11:33:20 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: 1/23/2026 10:52:29 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy Events Status Timestamp
Marcella Lunn
marcella.lunn@cityofdenton.com
Senior Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 1/23/2026 11:12:11 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/9/2026 1:24:24 PM
Viewed: 2/10/2026 12:54:28 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/26/2026 11:33:23 AM
Viewed: 3/26/2026 11:36:52 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
David Brown
David.Brown@cityofdenton.com
Project Manager Water Utilities
Security Level: Email, Account Authentication
(None)
Sent: 3/26/2026 11:33:24 AM
Viewed: 3/26/2026 11:37:04 AM
Electronic Record and Signature Disclosure:
Accepted: 3/4/2026 7:56:52 AM
ID: cf0f3174-8f0b-4389-b353-a13ca4b5fc0a
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/23/2026 10:49:57 AM
Certified Delivered Security Checked 3/25/2026 1:06:50 PM
Signing Complete Security Checked 3/26/2026 11:33:20 AM
Completed Security Checked 3/26/2026 11:33:24 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
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Leah Bush, James Naylor, Stephen D Gay, David Brown
How to contact City of Denton:
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