6601 PSA Executed Contract - Traffic Study of Brinker and I35E
Contract 6601 Page 1
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 6601
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 HDR Engineering, Inc., with its office at 17111 Preston
Road, Suite 300, Dallas, Texas 75248-1232, 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 professional standards customarily followed 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 Traffic Study and Analysis of Brinker Road
at IH-35E as described in Exhibit A, which is attached hereto and incorporated herein (the
“Project”).
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. The CONSULTANT shall perform all those services as necessary and as described in the
OWNER’s Scope of Services for Traffic Study and Analysis of Brinker Road at IH-35E,
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
10/17/2017
Contract 6601 Page 2
which is attached hereto 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 A as if written word for word herein.
C. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit A, 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 A.
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: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 3
ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of this
AGREEMENT. CONSULTANT will provide services from the date of execution and shall
automatically expire upon completion of the work or receipt of the materials, and acceptance by the
City of Denton.
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 cost
estimate detail at an hourly rate 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 $45,000.
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.
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
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 4
payable upon submission by the CONSULTANT and approval b y 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 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.
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 5
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, RESULTING FROM 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 ex pressly reserved.
ARTICLE IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in the State of
Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate
Carriers of at least an A- or above:
A. Comprehensive General Liability Insurance with bodily injury limits of not less than
$1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with
property damage limits of not less than $100,000 for each occurrence and not less than
$100,000 in the aggregate.
B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each
person and not less than $500,000 for each accident, and with property damage limits of not
less than $100,000 for each accident.
C. Worker’s Compensation Insurance in accordance with statutory requirements, and
Employers’ Liability Insurance with limits of not less than $100,000 for each accident.
D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
E. The CONSULTANT shall furnish insurance certificates at the OWNER’s request to
evidence such coverages. The General Liability and Auto Liability insurance policies shall
name the OWNER as an additional insured. CONSULTANT shall endeavor to provide
OWNER with any cancellation to its insurance policies.
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 6
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 will
be affected unless the other party is given (1) written notice (delivered by ce rtified 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 respons ibility
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
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 7
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:
HDR Engineering, Inc. City of Denton
Karan Khosla Purchasing Manager –File 6601
17111 Preston Road Suite, 300 901B Texas Street
Dallas, Texas 75248-1232 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.
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.
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 8
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.
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 – Scope of Work
Exhibit B – Consultant’s Compensation Rate Sheet
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
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 9
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 Karan Khosla. However, nothing herein shall 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.
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 contractor shall refund any overpayment that the audit
discovers within thirty (30) days.
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 10
Failure to comply with the provisions of this section shall be a material breach of this contra ct 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.
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 11
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 Agree ment
through its duly authorized undersigned officer on this date______________________.
CITY OF DENTON, TEXAS
__________________________________
Cindy Alonzo
HDR ENGINEERING, INC.
A TEXAS CORPORATION
“CONSULTANT”
__________________________________
BY: Ramon Miguez, P.E.
ITS: Vice President/Area Manager
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
10/17/2017
Contract 6601 Page 12
CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended
that bidders confer with their respective insurance carriers or brokers to determine in advance of
Bid submission the availability of insurance certificates and endorsements as prescribed and
provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirements, that bidder may be disqualified from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder 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 bid award, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid 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 bid opening, since the insurance requirements may not be modified or
waived after bid opening unless a written exception has been submitted with the 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- VII or better.
Any deductibles or self-insured retentions shall be declared in the bid 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.
General and Auto liability policies shall be endorsed to provide the following:
Name as additional insured the City of Denton, its Officials, Agents, Employees
and volunteers.
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 13
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.
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 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 marked specifications, and shall be maintained in compliance with these
additional specifications throughout the duration of the Contract, or longer, if so noted:
[X ] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 14
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and
ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of
basic and umbrella or excess policies. The policy will include bodily injury and property
damage liability arising out of the operation, maintenance and use of all automobiles and
mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned, hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance, has
Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 15
prosecution of the work or Contractor's operations under this contract. Coverage shall be on
an "occurrence" basis, and the policy shall be issued by the same insurance company that
carries the Contractor's liability insurance. Policy limits will be at least combined bodily
injury and property damage per occurrence with a aggregate.
[X] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000 per claim with respect
to negligent acts, errors or omissions in connection with professional services is required
under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access to
City funds. Limits of not less than each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific contract,
that requirement will be described in the "Specific Conditions" of the contract
specifications.
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 16
ATTACHMENT 1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate
of authority to self-insure issued by the commission, or a coverage agreement (TWCC-
81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation
insurance coverage for the person's or entity's employees providing services on a
project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has undertaken
to perform on the project, regardless of whether that person contracted directly with the
contractor and regardless of whether that person has employees. This includes, without
limitation, independent contractors, subcontractors, leasing companies, motor carriers,
owner-operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include, without
limitation, providing, hauling, or delivering equipment or materials, or providing labor,
transportation, or other service related to a project. "Services" does not include
activities unrelated to the project, such as food/beverage vendors, office supply
deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification codes
and payroll amounts and filing of any overage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all employees of the
Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior to
being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the coverage
period, file a new certificate of coverage with the governmental entity showing that
coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 17
1) a certificate of coverage, prior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage for
all persons providing services on the project; and
2) no later than seven days after receipt by the contractor, a new certificate of coverage
showing extension of coverage, if the coverage period shown on the current
certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage o f any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how a
person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to provide
services on a project, to:
1) provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees of
the person providing services on the project, for the duration of the project;
3) provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4) obtain from each other person with whom it contracts, and provide to the contractor:
a) certificate of coverage, prior to the other person beginning work on the project;
and
b) a new certificate of coverage showing extension of coverage, prior to the end
of the coverage period, if the coverage period shown on the current certificate
of coverage ends during the duration of the project;
5) retain all required certificates of coverage on file for the duration of the project and
for one year thereafter;
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Contract 6601 Page 18
6) notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on the
project; and
7) Contractually require each person with whom it contracts, to perform as required by
paragraphs (1) - (7), with the certificates of coverage to be provided to the person for
whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificat e of coverage,
the contractor is representing to the governmental entity that all employees of the
contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing false
or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of contract by
the contractor which entitles the governmental entity to declare the contract void if the
contractor does not remedy the breach within ten days after receipt of notice of breach
from the governmental entity.
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
EXHIBIT A
SCOPE OF SERVICES
This Scope of Services is submitted to perform a Traffic Study for the proposed Bucee’s
development located at northwest and southwest corners of IH 35E and proposed Brinker Road
interchange in Denton, Texas. As part of the development a new interchange is proposed at
Brinker Road that provides access to the development. Our Scope of Services is presented
below in three stages. Any changes to the assumed scope of services will result in increased
costs. The following information must be provided by the Owner prior to initiation of work.
1. Site plan identifying the following items:
a. Proposed land use types, sizes, and acreage of tract
b. Existing and proposed zoning on tract
c. Proposed driveway location/ plans
2. Scheduled buildout of proposed land uses
3. Electronic copy of the site plan
4. Existing City of Denton’s Travel Demand Model (TDM)
I. Project Management/ Establish Scope of Work
· Meet with City of Denton to obtain approved Scope of Work. The approved scope of
work will be used to prepare a report that documents our findings and recommendations
for submission to the City. Two (2) meeting has been assumed for budget purposes.
· Coordinate with the City to discuss and review project status, coordinate and obtain any
information and any other project needs. Up to Two (2) coordination meeting have been
assumed for budget purposes.
TRAFFIC
II. Preparation of Traffic Study
A. Data Collection. In Phase II, Part A, the following services would be performed:
· Observe existing traffic operations on the study area network to note operational
problems, traffic patterns etc.
· Obtain, 24-hour directional tube counts at the following locations:
1. IH 35 E NB off ramp to Brinker Road
2. IH 35 E NB on ramp for Brinker Road
3. IH 35 E SB off ramp to Brinker Road
4. IH 35 E SB on ramp for Wind River Lane
5. IH 35 E NB Frontage Road south of Mayhill Road/ State School Road
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
6. IH 35 E SB Frontage Road north of Loop 288/Lillian Miller Parkway
No tube counts will be obtained for IH 35E main lanes as part of this scope.
· Obtain peak hour turning movement counts (7:00 to 9:00 AM and 4:00 to 6:00 PM) at the
following existing study area interchanges/intersections:
1. Loop 288/Lillian Miller Parkway and IH 35E Frontage Road interchange (2
intersection)
2. Mayhill Road/ State School Road and IH 35E Frontage Road interchange (2
intersections)
3. Existing intersection at Brinker Road and IH 35E NB Frontage Road (1
intersection)
4. Wind River Lane and IH 35E SB Frontage Road (1 intersection)
5. Unicorn Lake Blvd and Wind River Lane (1 intersection)
6. Shoreline Drive and Wind River Lane (1 intersection)
7. Brinker Road and Colorado Boulevard (1 intersection)
B Analysis. In Phase II, Part B, the following services will be performed:
· Review the trip generation developed for the proposed development as a part of Traffic
Impact Analysis (TIA) done by Ratcliff Engineering Service, LLC. This will be served as
the basis of trip generation/trip distribution.
· Estimate background traffic growth.
· Add the new Brinker Road connection to Bucce’s in City’s TDM to perform a high level
select link analysis (single execution) to obtain percentage traffic shift on the system.
This scope assumes the use of existing interface and macros to run the City of Denton
TDM and does not include any changes in the interface or macros.
· Distribute the site generated traffic through the access points including the intersections
and ramps.
· Perform capacity analyses at the following intersections/interchanges for the existing
and future phase traffic and geometric conditions to determine Levels of Service using
Synchro (version 9):
1. Loop 288/Lillian Miller Parkway and IH 35E Frontage Road interchange (2
intersections)
2. Mayhill Road/ State School Road and IH 35E Frontage Road interchange (2
intersections)
3. Brinker Road/ Bucee’s Boulevard and IH 35E Frontage Road interchange (2
intersections)
4. Wind River Lane and IH 35E SB Frontage Road (1 intersection)
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
5. Unicorn Lake Blvd and Wind River Lane (1 intersection)
6. Shoreline Drive and Wind River Lane (1 intersection)
7. Nugget Way and IH 35 E SB Frontage Road (1 intersection)
8. Bucee’s Service area driveway and IH 35 SB Frontage Road (1 intersection)
9. Brinker Road and Colorado Boulevard (1 intersection)
· Perform capacity (weaving) analyses on the 35E freeway facility for existing and future
phase traffic and geometric conditions to determine Levels of Service using HCS
(version 7):
1. IH 35 E NB from Mayhill off ramp to Loop 288 on ramp:
· IH 35 E NB off ramp to Brinker Road
· IH 35 E NB on ramp for Brinker Road
2. IH 35 E SB from Loop 288 off Ramp to May Hill on ramp:
· IH 35 E SB off ramp to Brinker Road
· IH 35 E SB on ramp for Brinker Road (Proposed)
· IH 35 E SB on ramp for Wind River Lane
It should be noted that the main-lane traffic ADT’s will be obtained using TxDOT’s STARS
system and no traffic data will be collected on I-35E Main lanes.
C Traffic Study Report. In Phase II, Part C, the following services will be performed:
· Prepare the Traffic Study report to document our analysis and recommendations for
review by Denton County/City of Denton.
· Prepare a final report that incorporates the comments received from Denton County/City
of Denton for submission to the owner.
III Additional Services - Meetings/Discussions with Client and City of Denton. Phase III
would include additional team meetings, telephone calls, and meetings with Client and City of
Denton for discussion of the project after submission of the Traffic Study to the City. It also
includes any additional analysis work outside the scope originally defined by City. This phase
would be handled on an hourly basis.
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Count Locations
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
EXHIBIT B
Hourly Billable Rates by Position
Position Hourly Rate
Principal/Vice President $250.00
Traffic Operations Manager $230.00
Senior Traffic Engineer $200.00
Project Engineer/Traffic $150.00
Engineer $100.00
Traffic EIT $90.00
CAD Tech $90.00
Clerical / Administrative
Traffic Study – The fee for the scope of services as described in Exhibit A will be on a
hourly basis with a not to exceed budget of forty four thousand dollars ($44,000).
DocuSign Envelope ID: A9495F3B-3532-494C-A149-36A0DC969B50
Certificate Of Completion
Envelope Id: A9495F3B3532494CA14936A0DC969B50 Status: Completed
Subject: Please DocuSign: 6601 PSA Traffic Impact Brinker Road IH-35E Analysis_HDR.doc, Ex...
Source Envelope:
Document Pages: 23 Signatures: 2 Envelope Originator:
Certificate Pages: 5 Initials: 0 Jennifer Bridges
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
jennifer.bridges@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
10/16/2017 10:59:47 AM
Holder: Jennifer Bridges
jennifer.bridges@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Ramon Miguez
ramon.miguez@hdrinc.com
Ramon F. Miguez
Security Level: Email, Account Authentication
(Optional)Using IP Address: 199.168.243.252
Sent: 10/16/2017 12:04:47 PM
Viewed: 10/16/2017 12:05:22 PM
Signed: 10/16/2017 1:14:01 PM
Freeform Signing
Electronic Record and Signature Disclosure:
Accepted: 10/16/2017 12:05:22 PM
ID: b709266c-26bc-4ea6-af2b-aaa02d146827
Cindy Alonzo
Cynthia.alonzo@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 10/16/2017 2:47:48 PM
Viewed: 10/17/2017 7:49:23 AM
Signed: 10/17/2017 7:58:52 AM
Freeform Signing
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
Pritam Deshmukh
Pritam.deshmukh@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 10/16/2017 1:14:02 PM
Resent: 10/16/2017 2:47:48 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 10/17/2017 7:58:53 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/17/2017 7:58:53 AM
Certified Delivered Security Checked 10/17/2017 7:58:53 AM
Signing Complete Security Checked 10/17/2017 7:58:53 AM
Completed Security Checked 10/17/2017 7:58:53 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. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
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 1:59:03 PM
Parties agreed to: Ramon Miguez
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.