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6818 Executed HR Green short term Agreement Docusign City Manager Approval Transmittal Coversheet File Name Purchasing Contact Piggy Back Option Contract Expiration DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 no n/a Rebecca Hunter 6818 Development Services Review - Initial Assessment RFQ Request for City Manager Approval of Purchase DATE: August 10, 2018 Questions concerning this acquisition may be directed DEPARTMENT: Development Services to Todd Estes (940) 349-8917. ACM: Mario Canizares SUBJECT Approve a 30-day agreement for consulting services to conduct an initial assessment, backlog reduction, and process refinement for Development Services in the not to exceed amount of $90,289. BID/FILE INFORMATION RFQ 6818 for Development Review Consulting Services PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS) N/A RECOMMENDATION N/A PRINCIPAL PLACE OF BUSINESS HR Green, Inc. Cedar Rapids, Iowa STAFF ESTIMATE N/A ESTIMATED SCHEDULE OF PROJECT N/A CONTRACT ADMINISTRATOR Todd Estes, Director of Capital Projects/City Engineer DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 City Manager Approval Request Page 2 EXHIBITS Exhibit 1 – Agreement Requested by: Lori Hewell Purchasing Manager Ext. 7148 Respectfully submitted: Purchasing Expenditure Approved: __________________________ City Manager or Designate __________________________ Date DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 8/13/2018 ____________________________________________________________________________________ Professional Services Agreement Page 1 Development Services Review – Initial Assessment 6818 DEVELOPMENT SERVICES REVIEW - INITIAL ASSESSMENT PROJECT NO. 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 Iowa Corporation, (“Consultant”), to be effective from and after the date as provided herein. W I T N E S S E T H: WHEREAS, the City desires to engage the services of the Consultant to conduct an initial assessment, backlog reduction, and process refinement for Development Engineering Review Services to be performed in 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. Employment 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, attached hereto as Exhibit “B” and thereby made a part of this Agreement. Delays beyond DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Page 2 Development Services Review – Initial Assessment 6818 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 Payment 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 by the City 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 AGAINST ANY AND ALL DAMAGES, LIABILITY, JUDGMENTS, FINES, , COSTS AND DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Page 3 Development Services Review – Initial Assessment 6818 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 respondent 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. DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Page 4 Development Services Review – Initial Assessment 6818 IX. Assignment and Subletting 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. DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Page 5 Development Services Review – Initial Assessment 6818 XIII. Ownership of Documents 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. Mailing 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 DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Page 6 Development Services Review – Initial Assessment 6818 City agrees that all notices or communications to Consultant permitted or required under this Agreement shall be addressed to Consultant at the following address: ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ 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 A. Paragraph Headings: 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. DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 87120 Earhart Lane SW 52404 James E. Halverson Cedar Rapids, IA ____________________________________________________________________________________ Professional Services Agreement Page 7 Development Services Review – Initial Assessment 6818 F. Effective Date: This Agreement shall be effective on August 6, 2018. 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. SIGNED on the date indicated below. HR GREEN, INC., An IOWA CORPORATION DATE: _____________________ BY:_____________________________ NAME: __________________________ TITLE: __________________________ CITY OF DENTON DATE: BY:_____________________________ Todd Hileman, CITY MANAGER ATTEST: Jennifer Walters, CITY SECRETARY THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 Capital Projects Todd Estes Director/City Engineer Jim Halverson 8/13/2018 Principal/Vice President 8/13/2018 ____________________________________________________________________________________ Professional Services Agreement Page 8 Development Services Review – Initial Assessment 6818 APPROVED AS TO FORM: Aaron Leal, CITY ATTORNEY DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Exhibit A – Page 1 Development Services Review – Initial Assessment 6818 EXHIBIT "A" Initial Assessment, Backlog Reduction, and Process Refinement This assignment will begin with a Kick-Off Meeting of the HR Green’s (COMPANY) core group with staff from the Development Engineering Review Group (CLIENT). COMPANY will dedicate up to two full-time resources for up to 30-days to learn and manage the practices being utilized. All resources during this period will be on site in Denton, Texas. Establishing additional plan review centers within HR Green’s offices will also serve to provide additional capacity and technical resources to reduce the backlog of permits. Task 1 – Attend City Council Work Session: COMPANY will have two resources attend a City Council work session scheduled for Monday, August 6, 2018. COMPANY will also provide information to the CLIENT to prepare the presentation for this work session. COMPANY understands that CLIENT will present information and COMPANY responsibility is to respond to questions. Task 2 - Kick-off Meeting with Staff: COMPANY will meet with City Leadership and members of the Development Review Engineering Department to discuss codes, covenants, ordinances, development agreements, processes and technology used. Items on the agenda include: a. Discuss and review our approach, establish protocol for prioritization of plan reviews b. Discuss with Engineering and Public Works the standard details currently being used and the possibility of implementing the new standards from the Design and Construction Criteria Manuals c. Review any checklists currently being used to conduct plan reviews d. Discuss any known conflicts or codes, ordinances or regulations and how decisions are made when the conflicts are identified e. Identify best management practices (BMPs) used for MS4 permits f. Document how reviews are distributed to different departments: i. Who are points of contact? ii. When do outside agencies need to be involved and for what approvals? Task 3 – Transition Cases Currently Under Review: COMPANY is aware that CLIENT has assigned several cases to another review team and it is the CLIENT’s intent to reassign these cases to COMPANY. Based on this understanding, CLIENT will share the contact information of appropriate staff from the designated firm and permit COMPANY representatives to work with said firm and transition cases to COMPANY for processing. CLIENT acknowledges that some cases where reviews were initiated but not completed will be subject to additional effort. In addition, CLIENT acknowledges that COMPANY is not responsible for the quality, validity, or completeness of projects subject to engineering review being transitioned to COMPANY. The transition of these cases will focus on the following: a. Discuss the standard details currently being used from the Design and Construction Criteria Manuals DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Exhibit A – Page 1 Development Services Review – Initial Assessment 6818 b. Review any checklists currently being used to conduct plan reviews c. Discuss any known conflicts or codes, ordinances or regulations and how decisions are made when the conflicts are identified Task 4 - Establish Core Group to Assess and Assume Program Management Responsibilities for Denton Engineering Review Group: COMPANY will place up to two full-time staff in Denton City Hall to learn current processes and status of active reviews from current CITY staff; prioritize reviews for completion; and assign reviews to staff with the goal to reduce backlog of reviews and get turn-around times to an acceptable level. During this phase, COMPANY will estimate how many staff would be needed to complete the plan review workload while keeping turn- around times to targeted CLIENT goals assuming that this function will be outsourced to COMPANY. COMPANY will work with the CLIENT to provide a scalable solution to match the plan review workload. The term of this assessment and program management responsibilities will terminate within 30- days of project initiation. At that time, COMPANY will transition to a long-term agreement that extends for a minimum of one-year with renewal provisions. The CLIENT acknowledges that COMPANY representatives present during this 30-day period will establish permanent residency in Denton, Texas. Additionally, COMPANY representatives will be allowed to commute to their permanent homes from time to time. COMPANY will commit to have one representative on-site for the duration of this agreement. In addition to this core team, COMPANY will have the ability to engage up to two additional resources from one or more of COMPANY’s remote offices to complete engineering reviews of plans submitted for City review and approval. Reviews completed by these offices can also utilize electronic plan review technology. COMPANY will be responsible for providing resources with the appropriate orientation so that efforts focus on applying policies and practices in the City of Denton, Texas. Task 5 -Discuss First Plan Review Comments: COMPANY will meet with the CLIENT to discuss the comments on the first plan reviews completed by COMPANY. The focus of this review will be to confirm that relevant ordinances and design standards are being followed. This step helps to confirm what approach should be taken by the plan review team and reduce questions from the long-time customers of Development Engineering Group on what they may perceive to be new standards. Task 6 - Transition with Existing Staff: COMPANY recognizes that current CLIENT staff in the Development Engineering Review Group will be redirected to other responsibilities within or immediately following this 30-day assignment. COMPANY’s objective during this period is to gain as much institutional knowledge of policies, procedures, and practices and affect the development review process with the intent of transitioning those duties to COMPANY for long- term project implementation. Task 7 – Program Management: COMPANY will provide on-going internal and external coordination of the project team. Emphasis will be placed on making progress toward desired CLIENT outcomes, managing schedule and budget, and providing oversight and assistance on transitioning this assignment to a future longer-term project. DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Exhibit A – Page 1 Development Services Review – Initial Assessment 6818 Services to be provided by City:  Provide office/work space for on-site representatives, including office related supplies;  Provide access to files necessary to complete the work associated with this assignment;  Provide appropriate identification as a CLIENT representative and access to appropriate CLIENT buildings;  Intake of all applications will be the responsibility of the Community Development Department. 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.).  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. DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Exhibit B – Page 1 Development Services Review – Initial Assessment 6818 EXHIBIT "B" Project Schedule Project Initiation: Attend City Council Work Session: Tuesday, August 7, 2018 Project Deadline: Friday, September 14, 20181 1 COMPANY anticipates approval of a long-term agreement with the City of Denton to assume program management responsibilities for the Engineering Development Review function. The cited project deadline may be adjusted to reflect the actual start date of the long-term assignment. DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Exhibit C – Page 1 Development Services Review – Initial Assessment 6818 EXHIBIT "C" Project Budget Resource Title Hourly Rate Range Estimated Hours Estimated Fee Senior Technical Advisor $201 - 216 69 $14,469 Project Management/Senior Review $136 - $146 320 $45,120 Plan Review Engineer $131 100 $13,100 Travel & Per Diem 6 flights, 3 car rentals, & $155 per diem $17,600 Estimated Budget $90,289 DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Exhibit D – Page 1 Development Services Review – Initial Assessment 6818 EXHIBIT "D" CONSULTING INSURANCE INSURANCE: (Review this section carefully with your insurance agent prior to bid or proposal submission. See "Insurance Checklist" on the last page or specific coverages applicable to this contract). 1. 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 DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Exhibit D – Page 2 Development Services Review – Initial Assessment 6818 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: i. 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. 3.0 Consultant’s Insurance – Claims Made Professional Errors and Omissions DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Exhibit D – Page 3 Development Services Review – Initial Assessment 6818 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 DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Exhibit D – Page 4 Development Services Review – Initial Assessment 6818 CONSULTING City of Denton - Insurance Checklist ("X" means the coverage is required.) Coverages Required Limits (Figures 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 $150,000 medical, safety program Workers’ Comp. Program X 4. General Liability Minimum $500,000 each occurrence $1,000,000 general aggregate X 5. General aggregate applies per project (CGL) X 6. Premises/Operations (Items No. 3-10 & 12 require) X 7. Independent Contractors $500,000 combined single limit for bodily injury and property damage 8. Products damage each occurrence with ___ 9. Completed Operations $1,000,000 general aggregate that applies to project under contract X 10. Contractual Liability X 11. Personal Injury Liability $500,000 each offense & aggregate 12. XCU Coverages X 13. Automobile Liability $500,000 Bodily Injury & Property X 14. Owned, Hired & Non-owned Damage each accident ___ 15. Motor Carrier Act Endorsement X 16. Professional Liability $1,000,000 each claim $2,000,000 aggregate ___ 17. Garage Liability $_____BI & PD each occurrence DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 ____________________________________________________________________________________ Professional Services Agreement Exhibit D – Page 3 Development Services Review – Initial Assessment 6818 ___ 18. Garagekeepers' Legal $_____- Comprehensive $_____- Collision 19. Owners Protective Liability $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: DocuSign Envelope ID: 1D5F4457-509B-4B21-922E-BF7F4755E495 Certificate Of Completion Envelope Id: 1D5F4457509B4B21922EBF7F4755E495 Status: Completed Subject: ****City Manager Approval ******Docusign Item 6818 Source Envelope: Document Pages: 21 Signatures: 7 Envelope Originator: Certificate Pages: 6 Initials: 0 Rebecca Hunter AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 8/10/2018 2:47:24 PM Holder: Rebecca Hunter rebecca.hunter@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Rebecca Hunter rebecca.hunter@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 8/10/2018 2:54:53 PM Viewed: 8/10/2018 2:55:05 PM Signed: 8/10/2018 2:55:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Sent: 8/10/2018 2:55:31 PM Viewed: 8/10/2018 2:57:52 PM Signed: 8/10/2018 2:58:12 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Estes todd.estes@cityofdenton.com Director/City Engineer Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 174.206.9.127 Signed using mobile Sent: 8/10/2018 2:58:14 PM Viewed: 8/10/2018 3:24:37 PM Signed: 8/10/2018 3:25:17 PM Electronic Record and Signature Disclosure: Accepted: 8/10/2018 3:24:37 PM ID: 488c1f8c-c915-4edc-af22-e0afab11ac32 Jim Halverson jhalverson@hrgreen.com Principal/Vice President James E. Halverson Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 208.185.70.114 Sent: 8/10/2018 3:25:19 PM Viewed: 8/11/2018 1:45:53 PM Signed: 8/13/2018 7:38:52 AM Electronic Record and Signature Disclosure: Accepted: 8/11/2018 1:45:53 PM ID: 578729ef-f0aa-4fd3-b65f-ea8cb4e60930 Signer Events Signature Timestamp Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/13/2018 7:38:55 AM Viewed: 8/13/2018 9:27:58 AM Signed: 8/13/2018 9:28:38 AM 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) Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Sent: 8/13/2018 9:28:41 AM Viewed: 8/13/2018 10:48:23 AM Signed: 8/13/2018 10:48:32 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/13/2018 10:48:35 AM Viewed: 8/15/2018 9:35:49 AM Signed: 8/15/2018 9:36:26 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 8/13/2018 7:38:54 AM 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) Sent: 8/13/2018 10:48:35 AM Viewed: 8/14/2018 8:47:12 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Sent: 8/15/2018 9:36:29 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/15/2018 9:36:29 AM Certified Delivered Security Checked 8/15/2018 9:36:29 AM Signing Complete Security Checked 8/15/2018 9:36:29 AM Completed Security Checked 8/15/2018 9:36:29 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: Todd Estes, Jim Halverson, Todd Hileman 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.. 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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.