18-1482 - 6818 ORD and Contract ExeuctedOItDiNANC NO. 18-1482
AN ORDINANCE OF THE CI'TY OP DEN'TON, TEXAS, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING TH CITY MANAGER'I'O EXI;CUTE A PROFESSIONAL
SERVIC S AGIZ EMLNT WITH HR GREEN, INC., FOR ENGINCERING DEVELOPMENT
SERVIC S R LAT D TO TH R VIEW OP DCVCLOPM NT CONSTRUCTTON PROJECTS
FOR TH CI1'Y OI DEN'I'ON, AS S T FOR1'H IN THE AGREEMENT; PROVIDING FOR THE
XP NDITUR OP FUNDS TH R POR; AND PRUVIDING AN EFF CTNE DATE (RFQ
6818 — PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING DEVELOPMENT
SERVICES AWARDED TO HR GREEN, INC., IN TH NOT-TO-EXCrED AMOUNT OF
815,147).
WH R AS, the professional services provider (the "Provider") mentioned in this ordinance
is being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform t]Ze proposed professional services; and
WH REAS, the fees under the proposed contract are fair, and reasonable, and are consistent
with, and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession, and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
TH COUNCIL Or THE CITY OP DENTON H REBY ORDAINS:
S CTION 1. The City Manager is hereby authorized to enter into a professional service
contract with HR Green, Inc., to provide Engineering Development services for the City ofDenton, a
copy of which is attached hereto and incorporated by reference herein.
SECTION 2. The City Manager is authorized to expend funds as required by the attached
contract,
S CTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to talce any actions that may be required or permitted to be perforn ed by the City ofDenton
under RFQ 6818 to the City Manager of the City of Denton, "Texas, ar his desi nee.
SECTION 4. The findings in the preamble of this ordinance are incorporated herein by
reference,
S CTION 5. This ordinance shall become effective immediately upon its passage and
approval, rc
secondedby
p ve this oidinance was m
heodin C w
andThemoti
passed and approved by the
f l.viu rN. . .W ... ----......,
Mayor Chris Watts:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2;
Don Duff, District 3 ;
John Ryan, District 4:
Deb Arrnintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Aye Nay Abstain Absent
PASSED AND APPROVED this the day of C ',..-
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: Cc ........ ' o" :: ;"'
2018.
a
e ................. .......
Cfl ] ,ATTS, MAYOR
DocuSign Envelope ID: B09FEC4F-9177-4307-8B93-F23CB4E20E8E
I
Docusign City Counci) Transmitta) Coversheet
RFQ 6818
File Name Development Services Review - HR Green
Purchasing Contact Rebecca Hunter
City Counci) Target Date lo/23/Zols
Piggy Back Option "A
Contract Expiration N/A
Ordinance 1s-14sz
DocuSign Envelope ID: B09FEC4F-9177-4307-8B93-F23CB4E20E8E
DEVELOPMENT SERVICES REVIEW
RFQ 6818
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered by and between the CITY OF DENTON,
a Texas home-rule municipal corporation ("City"), and HR Green, Inc., an lowa
Corporation, ("Consultant"), to be effective from and after the date as provided herein.
WITNESSETH:
WHEREAS, the City desires to engage the services of the Consultant to provide
off-site civil plan check services and complete an operational improvement study and to
perform other related consulting services for the City of Denton, Denton County, Texas,
hereinafter referred to as the "Project"; and
WHEREAS, the Consultant desires to render such consulting services for the City
upon the terms and conditions provided herein.
NOW, THEREFORE, for and in consideration of the covenants contained herein,
and for the mutual benefits to be obtained hereby, the parties hereto agree as follows:
I. Emplovment of the Consultant
The City hereby agrees to retain the Consultant to perform professional consulting
services in connection with the Project. Consultant agrees to perform such services in
accordance with the terms and conditions of this Agreement.
II. Scope of Services
The parties agree that Consultant shall perform such services as are set forth and
described in Exhibit "A", which is attached hereto and thereby made a part of this
Agreement. The parties understand and agree that deviations or modifications in the form
of written contract modifications may be authorized from time to time by the City.
Consultant shall perform its services with that degree of skill and care ordinarily exercised
by professional firms providing similar services in the same locality.
III. Schedule of Work
The Consultant agrees to commence work immediately upon execution of this
Agreement, and to proceed diligently with said work, except for delays beyond the
reasonable control of Consultant, to completion as described in the Completion Schedule,
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attached hereto as Exhibit "B" and thereby made a part of this Agreement. Delays beyond
the reasonable control of Consultant, including both force majeure or items reserved to
the City, shall be the basis for equitable adjustments to the Completion Schedule as
agreed upon by City and Consultant.
IV. Compensation and Method of Pavment
The parties agree that Consultant shall be compensated for all services provided
pursuant to this Agreement in the amount and manner described and set forth in the
Payment Schedule attached hereto and incorporated herein as Exhibit "C". The contract
amount specified in Exhibit "C" shall not be exceeded without the written permission of
the City.
V. Information to be Provided bv the Citv
The City agrees to furnish, prior to commencement of work, all that information
requested by Consultant and available in City's files. Consultant may reasonably rely on
the accuracy of information furnished, consistent with professional standard of care, and
City agrees that Consultant assumes no liability for work performed by others, including
consultants under direct engagement with the City.
VI. Insurance
Consultant agrees to meet all insurance requirements, and to require all
consultants who perform work for Consultant to meet all insurance requirements, as set
forth on Exhibit "D", which is attached hereto and thereby made a part of this Agreement.
Consultant agrees to notify the City of any material changes in insurance policy
coverage required under this contract, including but not limited to changes in limits and
cancellation. The Consultant shall notify the City in writing of such changes within forty-
eight (48) hours of the change. The Consultant's notice shall include a description of the
changes and how those changes vary from the insurance requirements of the
contract/agreement.
VII. INDEMNITY
WITH RESPECT TO PROFESSIONAL SERVICES, THE CONSULTANT
AGREES TO INDEMNIFY AND HOLD THE CITY AND ITS RESPECTIVE OFFICERS
AND EMPLOYEES, HARMLESS FROM LIABILITY, INCLUDING JUDGEMENT,
FINES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY FEES,
CAUSED BY THE NEGLIGENT ACTS, ERRORS OR OMISSIONS OR WILLFUL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR ANY
OTHER ENTITY OVER WHICH CONSULTANT EXERCISES CONTROL.
WITH RESPECT TO LIABILITY ARISING FROM OTHER THAN
PROFESSIONAL SERVICES, CONSULTANT SHALL DEFEND, INDEMNIFY AND
HOLD THE CITY AND ITS RESPECTIVE OFFICERS, AND EMPLOYEES, HARMLESS
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AGAINST ANY AND ALL DAMAGES, LIABILITY, JUDGMENTS, FINES, , COSTS AND
EXPENSES, INCLUDING REASONABLE ATTORNEY FEES, PERSONAL INJURY
INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS
FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT,
SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE
OCCASIONED BY THE CONSULTANT'S, OR ITS OFFICER'S, AGENT'S,
EMPLOYEE'S, CONSULTANT'S, REPRESENTATIVE'S OR ANY OTHER ENTITY
OVER WHICH THE CONSULTANT EXERCISES CONTROL'S, NEGLIGENCE,
INTENTIONALLY TORTIOUS CONDUCT, INFRINGEMENT UPON INTELLECTUAL
PROPERTY RIGHTS, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER.
THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO
ANY LIABILITY RESULTING FROM THE SOLENEGLIGENCE OF THE CITY AND ITS
OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONSULTANTS. THE CITY
DOES NOT WAIVE ANY GOVERNMENTAL IMMUNITY OR OTHER DEFENSES
AVAILABLE TO IT UNDER TEXAS OR FEDERAL LAW. THE PROVISIONS OF THIS
PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND
ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR
OTHERWISE, TO ANY OTHER PERSON OR ENTITY.
CITY RESERVES THE RIGHT TO PROVIDE A PORTION OR ALL OF ITS OWN
DEFENSE; HOWEVER, CITY IS UNDER NO OBLIGATION TO DO SO. ANY SUCH
ACTION BY CITY IS NOT TO BE CONSTRUED AS A WAIVER OF CONSULTANT'S
OBLIGATION TO DEFEND CITY OR AS A WAIVER OF CONSULTANT'S
OBLIGATION TO INDEMNIFY CITY PURSUANT TO THIS AGREEMENT.
CONSULTANT SHALL RETAIN DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS
DAYS OF CITY'S WRITTEN NOTICE THAT CITY IS INVOKING ITS RIGHT TO
INDEMNIFICATION UNDER THIS AGREEMENT. IF CONSULTANT FAILS TO
RETAIN COUNSEL WITHIN THE REQUIRED TIME PERIOD, CITY SHALL HAVE THE
RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF AND CONSULTANT
SHALL BE LIABLE FOR ALL COSTS INCURRED BY THE CITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CITY AGREES TO LIMIT THE
CONSULTANT'S LIABILITY UNDER THIS SECTION TO THE AMOUNT OF
AVAILABLE INSURANCE PROCEEDS, REGARDLESS OF LEGAL THEORY PLED.
VIII. Independent Contractor
Consultant covenants and agrees that Consultant is an independent contractor
and not an officer, agent, servant or employee of City; that Consultant shall have exclusive
control of and exclusive right to control the details of the work performed hereunder and
all persons performing same, and shall be responsible for the acts and omissions of its
officers, agents, employees, contractors, subcontractors and consultants; that the
doctrine of respondeat superior shall not apply as between City and Consultant, its
officers, agents, employees, contractors, subcontractors and consultants, and nothing
herein shall be construed as creating a partnership or joint enterprise between City and
Consultant.
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IX. Assiqnment and Sublettinq
The Consultant and City agree that neither this Agreement nor the work to be
performed hereunder will be assigned or sublet without the prior written consent of the
other. The Consultant further agrees that the assignment or subletting of any portion or
feature of the work or materials required in the performance of this Agreement shall not
relieve the Consultant from its full obligations to the City as provided by this Agreement.
X. Audits and Records/Prohibited Interest
The Consultant agrees that at any time during normal business hours and as often
as City may deem necessary, Consultant shall make available to representatives of the
City for examination all of its records with respect to all matters covered by this
Agreement, and will permit such representatives of the City to audit, examine, copy and
make excerpts or transcripts from such records, and to make audits of all contracts,
invoices, materials, payrolls, records of personnel, conditions of employment and other
data relating to all matters covered by this Agreement, all for a period of one (1) year from
the date of final settlement of this Agreement or for such other or longer period, if any, as
may be required by applicable statute or other lawful requirement.
The Consultant agrees that it is aware of the prohibited interest requirements of
the City Charter and Ethics Ordinance and will abide by the same. Further, a lawful
representative of Consultant will execute any required certifications of the same.
XI. Contract Termination
The parties agree that City shall have the right to terminate this Agreement with or
without cause upon thirty (30) days written notice to Consultant. In the event of such
termination, Consultant shall deliver to City all finished or unfinished documents, data,
studies, surveys, drawings, maps, models, reports, photographs or other items prepared
by Consultant in connection with this Agreement. Consultant shall be entitled to
compensation for any and all work completed to the satisfaction of City in accordance
with the provisions of this Agreement prior to termination. In the event of termination for
City's convenience, Consultant shall be compensated for reasonable costs of termination,
including any requested transition efforts by the City.
XII. Consultant's Opinion of Probable Construction Costs
The parties recognize and agree that any and all opinions of probable construction
costs prepared by Consultant in connection with the Project represent the professional
judgment of Consultant as a design professional familiar with the construction industry,
but that the Consultant does not guarantee that any bids solicited or received in
connection with the Project will not vary from opinions prepared by Consultant.
XIII. Ownership of Documents
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Original drawings and specifications are the property of the Consultant; however,
the Project is the property of the City and Consultant may not use the drawings and
specifications therefor for any purpose not relating to the Project without City's consent.
City shall be furnished with such reproductions of drawings and specifications as City may
reasonably require. Upon completion of the work or any earlier termination of this
Agreement under Article XI, Consultant will revise drawings to reflect those changes
relayed to Consultant during construction and he will promptly furnish the City with one
1) complete set of reproducible record prints. Prints shall be furnished, as an additional
service, at any other time requested by City. All such reproductions shall be the property
of the City who may use them without Consultant's permission for any proper purpose
including, but not limited to, additions to or completion of the Project. However, use of
the documents for other than their intended purpose shall be at the sole risk of the City.
XIV. Certification
Consultant certifies that it does not and will not boycott Israel during the term of
this Contract and will execute any required certifications of the same.
XV. Complete Contract & Conflicts
This Agreement, including the Exhibits lettered "A" through "F", constitute the entire
agreement by and between the parties regarding the subject matter hereof and
supersedes all prior or contemporaneous written or oral understandings. This Agreement
may only be amended, supplemented, modified or canceled by a duly executed written
instrument. In case of any conflict between this Agreement and in the attached exhibits,
the language in this Agreement shall prevail.
XVI. Mailinq of Notices
Unless instructed otherwise in writing, Consultant agrees that all notices or
communications to City permitted or required under this Agreement shall be addressed
to City at the following address:
City of Denton
City Manager's Office
215 E. McKinney St.
Denton, TX 76201
City agrees that all notices or communications to Consultant permitted or required
under this Agreement shall be addressed to Consultant at the following address:
James E. Halverson
HR Green, Inc.
8710 Earhart Lane SW
Cedar Rapids, IA 52404
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All notices or communications required to be given in writing by one party or the other
shall be considered as having been given to the addressee on the date such notice or
communication is posted by the sending party.
XVII. Miscellaneous
I' ' . . '-.
The paragraph headings contained herein are for convenience only and are not
intended to define or limit the scope of any provision in this Agreement.
B. Contract Interpretation:
Although this Agreement is drafted by the City, should any part be in dispute, the
parties agree that the Agreement shall not be construed more favorably for either party.
C. Venue/Governing Law:
The parties agree that the laws of the State of Texas shall govern this Agreement,
and that it is performable in Denton County, Texas. Exclusive venue shall lie in Denton
County, Texas.
D. Successors and Assigns:
City and Consultant, and their partners, successors, subcontractors, executors,
legal representatives, and administrators are hereby bound to the terms and conditions
of this Agreement.
E. Severability:
In the event a term, condition, or provision of this Agreement is determined to be
void, unenforceable, or unlawful by a court of competent jurisdiction, then that term,
condition, or provision, shall be deleted and the remainder of the Agreement shall remain
in full force and effect.
F. Effective Date:
This Agreement shall be effective from and after the date of execution by the last
signatory hereto as evidenced below.
G. Authority to Sign:
The undersigned officers and/or agents of the parties hereto are the properly
authorized officials and have the necessary authority to execute this Agreement on behalf
of the parties hereto.
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SIGNED on the date indicated below.
DATE:
DATE:
ATTEST:
HR GREEN, INC.,
An IOWA CORPORATION
DocuSigned by:
10/16/2018 J b
BY:
James E. Halverson, Principal &
Vice President
CITY OF DENTON
DocuSigned 6y:
10/23/2018 ° ^a''
BY:
Todd Hileman, CITY MANAGER
DocuSigned by:
un,n,i t,v' U a.t.,vS
Jennifer Walters,
CITY SECRETARY
APPROVED AS TO FORM:
DocuSigned 6y:
Ma P.iA.IwA
Aaron Leal,
CITY ATTORNEY
Professional Services Agreement
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THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
DocuSigned by:
6 Todd Estes
rs sa o-aea-
DIRECTOR PRINTED NAME
SIGNATURE
Director/City Engineer
TITLE
Capital Projects
DEPARTMENT
Page 7
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EXHIBIT "A"
Scope of Work — Engineering Development Review Services and Operational Improvement Study
HR Green (COMPANY) will provide off-site civil plan check services and complete an operational
improvement study for the City of Denton, Texas (CLIENT). The objective of this assignment is to:
Provide consistent engineering plan review services that work in concert with other city
departments and ancillary organizations engaged in the review of private sector plans that fall
within the jurisdictional boundaries of the City of Denton, Texas or the Extra Territorial
Jurisdiction (ETJ) and the CLIENT's associated codes and policies. The engineering plan review
services will be conducted from COMPANY's off-site locations and will consist of up to 2 FTEs.
COMPANY will track number of cases, case types, time to complete reviews, and the associated
time to complete reviews. This information will be reported to CLIENT on a monthly basis.
When COMPANY has reached 80% of the budget allocated for this task, notice will be provided
to CLIENT. CLIENT will then determine how remaining budget should be committed.
Complete an operational assessment that includes both on-site and off-site technical review
and assistance. This task of work builds upon the initial 30-day assignment with a focus on
documenting current "as-is" processes and transitioning to a"future "process that may include
a series of programmatic/procedural changes and policy amendments. Implementation of
recommendations will be the responsibility of the CLIENT.
Over the duration of this Agreement, COMPANY will perform the following functions:
Task 1— Complete an evaluation of the En ineerin Development Review Process: COMPANY will build
upon the initial 30-day on-site experiences of observing and participating in the engineering review
process. Subject to approval of this Agreement, COMPANY will perform the following functions:
Conduct internal interviews
Conduct external interviews from up to five (5) stakeholders
Summarize current service delivery methods
Provide a high-level over view of current engineering development review processes
Benchmark current CLIENT practices against best practices among comparable communities
Complete a peer review of the current organizational structure design
Prepare a report of findings to include: findings of the study, recommendations for process
streamlining, and recommendations for implementation and training
The report of findings and recommendations will be prepared and summarized at an on-site meeting in
Denton, TX. The meeting will be scheduled at a time that is convenient for all parties involved.
COMPANY will complete this task within 45 days of approval of this Agreement.
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Task 2— Examine fee and billin process analysis: COMPANY recognizes the CLIENT's desire to create an
enterprise model for payment of development related fees. To this end, COMPANY will:
Document current billing processes and fees applied by the CLIENT;
Compare up to four (4) comparable communities to identify best practices and comparative fees
for development reviews; and
Prepare recommendations, including fees, to the CLIENT.
A report of findings will also be completed within the designated period as cited in Task 1.
Task 3— Conduct En ineerin Plan Reviews and Prepare Associated Reports: Projects/proposed plans
will be assigned to COMPANY from the Community Development Department team and through
electronic and/or hard copy plans submitted for engineering review, it will be logged into Trackit and
transmitted via Project Docs. All reviews completed by COMPANY will be conducted off-site. Further,
COMPANY bears no responsibility for project facilitation beyond the scope that is summarized in this
Agreement.
Project will be logged into and tracked by the CLIENT and distributed to associated
departments/agencies that associates the project with the submission date; confirm payment
of fee; and collect associated tracking information;
Once logged into the system, the plans will be subject to a Submittal Intake Checklist. In the
absence of a check list being used by the CLIENT, COMPANY will utilize checklist criteria
developed during the initial assignment period. CLIENT acknowledges that incomplete plans
will not be accepted or subjected to engineering development review. Rather, COMPANY will
note elements that are incomplete and/or insufficient with the party submitting the plans.
These deficiencies will be identified on a report provided to the applicant.
3. As appropriate, the Engineering Development Review will be subject to the following
considerations:
o ROW/Roadway improvements
o Water and Sanitary Sewer Plans
o Stormwater detention, storm sewers
o Hydrology and hydraulic calculation review
o Access Management review and or coordination with TXDOT
o SWPPP and WOMP reviews
o CLOMR and LOMR reviews; however, reviews completed by COMPANY will be limited to
the first review
4. Following the review, COMPANY will prepare one of the following memos: an acceptance
with no conditions memo, an acceptance with conditions memo, or a rejection with required
corrections memo.
5. Reviews will also be subject to a pre-final review before issuance with City Engineering and
Community Development.
6. Via a sub-consultant agreement COMPANY will secure the services of an engineering design
review team that has been tasked with up to 30 applications pending final reviews. CLIENT
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and COMPANY acknowledge that finalizing these pending applications are contingent upon
the applicant submitting additional information concerning the respective cases. CLIENT
further acknowledges that COMPANY has allocated resources to complete these reviews;
however, if due to delays, a lack of responsiveness on part of the applicant, these applications
remain dormant by December 31, 2018 all pending applications are subject to closure or
reinitiate the submission and review process.
Conditions and Services to be provided by City:
Provide access to files necessary to complete the work associated with this assignment.
Intake of all applications will be the responsibility of the Community Development Department.
Concerning Task 3, COMPANY will be relegated to receive engineering plans from the CLIENT and
provide a report of findings, comments, and conditions for each application.
CLIENT acknowledges that the number of FTEs dedicated to provide the services summarized in
this Agreement are fewer than the number recommended by COMPANY. CLIENT also
acknowledges that this decision may impact the response time dedicated to engineering plan
review.
COMPANY and CLIENT mutually agree to not recruit each other's employees.
COMPANY requests support from appointed and elected public officials in the study,
modification, and implementation of changes and refinements to the development review
process, including changes to development code and standards as well as established processes
and procedures.
Provide office space, telephone, copier and misc. office materials on an as needed basis.
Conduct initial application sufficiency review for assurance that the application meets the
minimum requirements to conduct a review.
Items Not Covered Under this Agreement: COMPANY is not responsible for the following:
Presenting information to any associated City entities (e.g., planning and zoning commission,
board of zoning adjustment, city council, etc.).
Attending or participating in Pre-Development Meetings. Unless otherwise specified, COMPANY
will complete all reviews from off-site locations.
Other than what is specified in this Agreement, COMPANY will not be responsible for providing
intake services for the City of Denton.
COMPANYs role is to review proposed plans submitted by private developers and/or their
agents. COMPANY will not be responsible for value-engineering and/or providing any design
assistance to submitted plans.
Project management or facilitation responsibilities beyond what is specified in this Agreement.
Processing, managing, tracking, or facilitating development related agreements or contracts.
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EXHIBIT "B"
Project Schedule
Project Initiation: September 14, 2018 — to be approved by Denton City Council on October 23, 2018
Project Deadline: March 31, 2019. This agreement is subject to a six (6) month renewal period.
Contract periods that transition from calendar year to calendar year will be subject to
adjustments in hourly rates and associated fees.
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EXHIBIT "C"
Project Budget
Task Task Description Hours Rates Sub- Expenses Estimated Task
Consultant Fee
1 Review of Engineering Review Process 328 $211 -$146 $24,000 $15,100 $162,130
2 Escrow Account Study 34 $211 -$146 N/A N/A $5,082
3 Off-Site Engineering Plan Review (6 2,080 $211 -$91 $17,500 $319,180
months)
Total Estimated Project Cost $486,392
Note:
Tasks 1 and 2will be completed within 45 days of receiving authorization to proceed.
Anticipated recurring fee for Task 4 would be $328,755 for the six-month renewal period. If the
CLIENT elects to renew this Agreement in March 2019, COMPANY rates would be adjusted to
reflect 2019 hourly rates.
Regarding Task 3, COMPANY will track number of cases, case types, time to complete reviews,
and the associated time to complete reviews. This information will be reported to CLIENT on a
monthly basis. When COMPANY has reached 80% of the budget allocated for this task, notice
will be provided to CLIENT. CLIENT will then determine how remaining budget should be
committed over the contract schedule.
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EXHIBIT "D"
CONSULTING
INSURANCE
INSURANCE: (Review this section carefully with your insurance agent rqiortobidorproposalsubmission.
See "Insurance Checklist" on the last page or specific coverages applicable to this contract).
General Insurance Requirements:
1.1 The Consultant (hereinafter called "Consultant") shall not start work under this contract
until the Consultant has obtained at his own expense all of the insurance called for here
under and such insurance has been approved by the City. Approval of insurance required
of the Consultant will be granted only after submission to the Purchasing Agent of original,
signed certificates of insurance or, alternately, at the City's request, certified copies of the
required insurance policies.
1.2 All insurance policies required hereunder shall be endorsed to provide thirty days written
notice, with ten day exception for non-payment of premium, prior to any cancellation of the
policy." Consultant shall provide certificates of insurance documenting renewal of required
coverages at least ten days prior to expiration of any policy required hereunder.
1.3 No acceptance and/or approval of any insurance by the City shall be construed as relieving
or excusing the Consultant from any liability or obligation imposed upon the provisions of
the Contract.
1.4 The City of Denton (including its elected and appointed officials, , volunteers, and
employees) is to be named as an additional insured under Consultant's General Liability
Policy, and the certificate of insurance, or the certified policy, if requested, must so state.
Coverage afforded under this paragraph shall be primary as respects the City, its elected
and appointed officials, and employees.
1.4.1 The following definition of the term "City" applies to all policies issued
under the contract:
The City Council of the City of Denton and any affiliated or subsidiary Board,
Commission Authority, Committee, or Independent Agency (including those newly
constituted), provided that such affiliated or subsidiary Board Commission,
Authority, Committee, or Independent Agency is either a Body Politic created by
the City Council of the City of Denton, or one in which controlling interest is vested
in the City of Denton; and City of Denton Constitutional Officers.
1.5 The Consultant shall provide insurance as specified in the "Insurance Checklist" (Checklist)
found on the last page of the bid or proposal form. Full limits of insurance required in the
Checklist of this agreement shall be available for claims arising out of this agreement with
the City of Denton.
1.6 Consultant agrees to indemnify the City of Denton, its officers, and employees as provided
in Paragraph VII. of this contract.
1.7 Insurance coverage required in these specifications shall be in force throughout the
Contract Term. Should the Consultant fail to provide acceptable evidence of current
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Development Services Review
6818)
DocuSign Envelope ID: B09FEC4F-9177-4307-8B93-F23CB4E20E8E
insurance within seven (7) days of written notice at any time during the Contract Term, the
City shall have the absolute right to terminate the Contract without any further obligation to
the Consultant, and the Consultant shall be liable to the City for the entire additional cost
of procuring performance.
1.8 Written requests for consideration of alternate coverages must be received by the City
Purchasing Manager at least ten (10) working days prior to the date set for receipt of bids
or proposals. If the City denies the request for alternative coverages, the specified
coverages will be required to be submitted.
1.9 All required insurance coverages must be acquired from insurers authorized to do business
in the State of Texas. All insurers also have a policyholder's rating of "A-" or better, and a
financial size of "Class VI" or better in the latest edition of A.M. Best, or A or better by
Standard and Poors, unless the City grants specific approval for an exception.
1.10 Any deductibles shall be disclosed in the Checklist and all deductibles will be assumed by
the Consultant. Consultant may be required to provide proof of financial ability to cover
deductibles, or may be required to post a bond to cover deductibles.
2. Consultant's Insurance — "Occurrence" Basis:
2.1 The Consultant shall purchase the following insurance coverages, including the terms,
provisions and limits shown in the Checklist.
2.1.1 Commercial General Liability - Such Commercial General Liability policy shall
include any or all of the following as indicated on the Checklist:
General aggregate limit is to apply per project;
ii. Premises/Operations;
iii. Actions of Independent Contractors;
iv. Contractual Liability at least as broad as CG 00 01;
v. Personal Injury Liability including coverage for offenses related to
employment (or employer's liability policy);
vi. Explosion, Collapse, or Underground (XCU) hazards; if applicable. This
coverage required for any and all work involving drilling, excavation, etc.
2.1.2 Business Automobile Liability including coverage for any owned, hired, or non-
owned motor vehicles and automobile contractual liability.
2.1.3 Workers' Compensation - statutory benefits as required by the State of Texas, or
other laws as required by labor union agreements, including Employers' Liability
coverage.
3A Consultant's Insurance — Claims Made
Professional Errors and Omissions
Professional Services Agreement Exhibit D— Page 2
Development Services Review
6818)
DocuSign Envelope ID: B09FEC4F-9177-4307-8B93-F23CB4E20E8E
The Consultant shall carry Professional Liability insurance which will pay for damages
arising out of negligent errors or omissions in the rendering, or failure to render professional
services under the contract, for the term of the Contract and up to three years after the
contract is completed in the amount shown in the Checklist.
Professional Errors and Omissions, Limit $1,000,000
per claim and aggregate of $2,000,000
Professional Services Agreement Exhibit D— Page 3
Development Services Review
6818)
DocuSign Envelope ID: B09FEC4F-9177-4307-8B93-F23CB4E20E8E
CONSULTING
Citv of Denton - Insurance Checklist
X" means the coverage is required.)
Coveraqes Required Limits (Fiqures Denote Minimums)
X 1. Workers' Compensation & Statutory limits of State of Texas
Employers' Liability $100,000 accident $100,000 disease
500,000 policy limit disease
2. For Future Use
3. City Approved Alternative
Workers' Comp. Program
X 4. General Liability
X 5. General aggregate applies
per project (CGL)
X 6. Premises/Operations
X 7. Independent Contractors
8. Products
9. Completed Operations
X 10. Contractual Liability
X 11. Personal Injury Liability
12. XCU Coverages
X 13. Automobile Liability
X 14. Owned, Hired & Non-owned
15. Motor Carrier Act Endorsement
X 16. Professional Liability
17. Garage Liability
Professional Services Agreement
Development Services Review
6818)
150,000 medical, safety program
Minimum $500,000 each occurrence
1,000,000 general aggregate
Items No. 3-10 & 12 require)
500 000 combined single limit
for bodily injury and property damage
damage each occurrence with
1,000,000 general aggregate that
applies to project under contract
500,000 each offense & aggregate
500,000 Bodily Injury & Property
Damage each accident
1,000,000 each claim
2,000,000 aggregate
BI & PD each occurrence
Exhibit D — Page 4
DocuSign Envelope ID: B09FEC4F-9177-4307-8B93-F23CB4E20E8E
18. Garagekeepers' Legal
19. Owners Protective Liability
Comprehensive
Collision
500,000 Combined single limits
X 20. City named as additional insured on General Liability policy. This coverage is primary to all other
coverages the City may possess.
X 21. City provided with Waiver of Subrogation on Workers' Compensation or Alternative program if
applicable.
X 22. Ten (10) days notice of cancellation, endorsement required. The words "endeavor to" and "but
failure" (to end of sentence) are to be eliminated from the Notice of Cancellation provision on
standard ACORD certificates.
X 23. The City of Denton prefers an A.M. Best's Guide Rating of "A-", "VI" or better or Standard and Poors
Rating AA or better; Authorized to do business in the State of Texas (not applicable for workers'
compensation assigned through pool or alternative compensation programs).
X 24. The Certificate must state project title and project number.
X 25. Other Insurance Required:
Professional Services Agreement Exhibit D— Page 3
Development Services Review
6818)
DocuSign Envelope ID: B09FEC4F-9177-4307-8B93-F23CB4E20E8E
Exhibit n/a
House Bi1189 - Government Code 2270
VERIFICATION
I Jim Halverson
the undersigned
representative of HR Green, rn. Company or Business name
hereafter referred to as com an), being an adult over the age of eighteen (18)
years of age, verify that the company named-above, under the provisions of
Subtitle F, Title 10, Government Code Chapter 2270:
1. Does not boycott Israel currently; and
2. Will not boycott Israel during the term of the contract the above-named
Company, business or individual with City of Denton.
Pu suant to Section 2270.001, Texas Gove nment Code:
1. "Boycott Is ael " means efusing to deal with, te minating business activities
with, o othe wise taking any action that is intended to penalize, inflict
economic ha m on, o limit comme cial elations specifically with Is ael, o
with a pe son o entity doing business in Is ael o in an Is aeli-cont olled
te ito y, but does not include an action made fo o dina y business
pu poses; and
2. "Company" means a fo p ofit sole p op ieto ship, o ganization,
association, co po ation, pa tne ship, joint ventu e, limited pa tne ship,
limited liability pa tne ship, o any limited liability company, including a
wholly owned subsidia y, majo ity-owned subsidia y, pa ent company o
affiliate ofthose entities o business associations that exist to make a p ofit.
Jim Halverson
Name of Company Representative (Print)
DocuSigned by:
iu ia,vu.V'Sb,
Signature of Company Representative
10/16/2018
ate
DocuSign Envelope ID: B09FEC4F-9177-4307-8B93-F23CB4E20E8E
Exhibit n/a
Senate Bi11252 -Government Code 2252
CERTIFICATION
I
Jim Halverson
the undersigned
PepPeSe11t2t1Ve Of HR Green, Inc.
Company or business name) being an adult over the age of eighteen (18) years of
age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and
Section 2252.153, certify that the company named above is not listed on the
website of the Comptroller of the State of Texas concerning the listing of
companies that are identified under Section 806.051, Section 807.051 or Section
2253.153. I further certify that should the above-named company enter into a
contract that is on said listing of companies on the website of the Comptroller of
the State of Texas which do business with Iran, Sudan or any Foreign Terrorist
Organization, I will immediately notify the City of Denton's Materials
Management Department.
Jim Halverson
Name of Company Representative (Print) DocuSigned by.
iu ia,vu.V'Sb,
C8C296B4212E4C6_.
Signature of Company Representative
10/16/2018
ate
Certificate Of Completion
Envelopeld:B09FEC4F917743078B93F23CB4E20E8E
Subject: City Council Docusign Item - 6818 REVISED Development Services Review Agreement
Source Envelope:
Document Pages: 20 Signatures: 7
Certificate Pages: 6 Initials: 0
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
10/12/2018 2:17:37 PM
Signer Events
Rebecca Hunter
rebecca.hunter@cityofdenton.com
Assistant Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jim Halverson
jhalverson@hrgreen.com
Principal/Vice President
HR Green, Inc.
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Estes
todd.estes@cityofdenton.com
Director/City Engineer
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:
Accepted: 10/16/2018 11:42:33 AM
ID:Of7ff407-85d8-40ab-9ac2-Obea695fc472
Holder: Rebecca Hunter
rebecca.hunter@cityofdenton.com
Signature
pl t
Using IPAddress: 129.120.6.150
DocuSigned by:
M ,e w
7F9D328BF0204E5...
Signature Adoption: Pre-selected Style
Using IPAddress: 129.120.6.150
DocuSigned by:
I ,Jlwt i A.t,VSb t, I`—
C8C296B4212E4C6...
Signature Adoption: Pre-selected Style
Using IPAddress: 12.118.45.250
oo s yoea ny:
G• jG a"''
4EA1529342DA4B7...
Signature Adoption: Drawn on Device
Using IPAddress:47.190.47.120
Status: Completed
Envelope Originator:
Rebecca Hunter
901 B Texas Street
Denton, TX 76209
rebecca.hunter@cityofdenton.com
IP Address: 129.120.6.150
Location: DocuSign
Timestamp
Sent: 10/12/2018 2:19:00 PM
Viewed: 10/12/2018 2:19:10 PM
Signed: 10/12/2018 2:19:55 PM
Sent: 10/12/2018 2:19:57 PM
Viewed: 10/15/2018 8:56:29 AM
Signed: 10/15/2018 8:57:15 AM
Sent: 10/15/2018 8:57:17 AM
Resent: 10/15/2018 11:39:10 AM
Viewed: 10/15/2018 9:56:59 AM
Signed: 10/16/2018 11:37:20 AM
Sent: 10/16/2018 11:37:23 AM
Viewed: 10/16/2018 11:42:33 AM
Signed: 10/16/2018 11:43:17 AM
Signer Events
Tabitha Millsop
tabitha.millsop@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
todd.hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 9:02:14 AM
I D: 57619fbf-2aec-4b 1f-805d-6bd7d9966f21
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signature
pl t
Using IPAddress: 129.120.6.150
DocuSigned by:
t t,wAan,
B776C71'IBAOD454...
Signature Adoption: Pre-selected Style
Using IPAddress: 129.120.6.150
DocuSigned by:
n undn,l t,t^ A{t,V'S
ly—cseFnFc ezisasa..
Signature Adoption: Pre-selected Style
Using IPAddress: 129.120.6.150
Signature
Status
Status
Status
Status
Status
Timestamp
Sent: 10/16/2018 11:43:19 AM
Viewed: 10/24/2018 7:52:34 AM
Signed: 10/24/2018 7:54:18 AM
Sent: 10/24/2018 7:54:22 AM
Viewed: 10/24/2018 8:39:22 AM
Signed: 10/24/2018 8:39:26 AM
Sent: 10/24/2018 8:39:28 AM
Viewed: 10/25/2018 8:25:41 AM
Signed: 10/25/2018 8:26:10 AM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 10/12/2018 2:19:57 PM
Sent: 10/24/2018 7:54:21 AM
Viewed: 10/24/2018 10:18:47 AM
Carbon Copy Events
Jennifer Bridges
jennifer. bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary Events
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Status
Signature
Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Timestamp
Sent: 10/25/2018 8:26:12 AM
Sent: 10/25/2018 8:26:13 AM
Viewed: 10/25/2018 10:05:04 AM
Timestamp
Timestamps
10/25/2018 8:26:13 AM
10/25/2018 8:26:13 AM
10/25/2018 8:26:13 AM
10/25/2018 8:26:13 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Todd Estes, Todd Hileman
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