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7451 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C Yes Development Fiscal Analysis Impact and Tool 7451 Cori Power RFP December 17, 2020 N/A 20-2519 City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 21 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7451 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 AECOM TECHNICAL SERVICES, INC., with its corporate office at 300 South Grand Ave, 9th Floor, Los Angeles, CA 90071 , hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, a Development Fiscal Impact Analysis and Tool, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFP 7451 – Development Fiscal Impact Analysis and Tool, which is on file at DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C 12/17/2020 City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 21 the purchasing office and made a part hereof as Exhibit A as if written word for word herein. B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. D. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit B. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 21 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail 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 $98,500. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 21 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule & Cost detail shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 21 Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, 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 expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 21 will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: AECOM Technical Services, Inc. City of Denton Christopher Brewer Purchasing Manager –File 7451 300 South Grand Ave, 9th Floor 901B Texas Street Los Angeles, CA 90071 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 21 ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 21 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 – RFP 7451 – Development Fiscal Impact Analysis and Tool for the City of Denton (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer and Project Schedule Exhibit C – Consultant’s Insurance Requirements Exhibit D – Conflict of Interest Questionnaire What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Christopher Brewer. However, nothing herein shall limit DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 21 CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 21 overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 21 The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXVII PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. ARTICLE XXVIII EXCEPTION TO DODD-FRANK ACT Under this contract, OWNER did not request CONSULTANT to provide and CONSULTANT did not offer to provide, nor does CONSULTANT in the performance of its Services intend to provide, any services constituting the services of a “municipal advisor” as defined by the Dodd– Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173) and regulations promulgated thereunder, or any successor statute or provisions thereto. In addition, in the performance of CONSULTANT’s services on behalf of OWNER, CONSULTANT does not intend to create, and hereby expressly denies the creation of, any fiduciary relationship between CONSULTANT and OWNER. CONSULTANT’s services under this Agreement are being performed solely for OWNER’s benefit. ARTICLE XXIX FORCE MAJEURE Neither Party shall be responsible for a delay in its respective performance under this Agreement, other than a delay in payment for Services already performed, if such delay is caused by extraordinary weather conditions or other natural catastrophes, war, terrorist attacks, sabotage, computer viruses, riots, strikes, lockouts or other industrial disturbances, epidemics, DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 21 pandemics, acts of governmental agencies or authorities, discovery of hazardous materials or differing and unforeseeable site conditions, or other events beyond the reasonable control of the claiming Party. CONSULTANT shall be entitled to an equitable adjustment to the project schedule and compensation in the foregoing circumstances. ARTICLE XXX CONSEQUENTIAL DAMAGES WAIVER NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY, ITS PARENTS, AFFILIATES AND SUBSIDIARIES OR THEIR RESPECTIVE DIRECTORS OFFICERS OR EMPLOYEES BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 21 CITY OF DENTON, TEXAS “OWNER” __________________________________ TODD HILEMAN, CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ AECOM TECHNICAL SERVICES, INC., A CALIFORNIA CORPORATION “CONSULTANT” __________________________________ BY: CHRISTOPHER BREWER ITS: VICE PRESIDENT __________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: ____________________________ DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C 2020-693276 Development Services Director Scott McDonald AECOM 13355 Noel Road, Suite 400 Dallas, TX 75240 aecom.com AECOM 1 "Best and Final" PROPOSAL FOR City of Denton: DEVELOPMENT FISCAL IMPACT FOR DEVELOPMENT SERVICES Submitted to: City of Denton, Texas October 19, 2020 Exhibit BDocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C AECOM 13355 Noel Road, Suite 400 Dallas, TX 75240 aecom.com AECOM 2 Table of Contents 1. Executive Summary ...........................................................................................3 2. Firm Overview ....................................................................................................5 3. Project Team Overview ......................................................................................6 4. Qualifications .................................................................................................. 14 5. Understanding of Assignment, Approach and Scope of Services ................ 23 6. References ...................................................................................................... 32 7. Schedule & Cost ............................................................................................. 33 8. Appendix .......................................................................................................... 34 Appendix A – Five-year Litigation History .................................................. 35 DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 3 1. Executive Summary October 19, 2020 Re: City of Denton RFP: Development Fiscal Impact for Development Services Dear City of Denton: We are pleased to submit this " Best and Final" proposal to provide the City of Denton with a Development Fiscal Impact Tool for Development Services. Our work will provide the City with a foundation for consistent fiscal impact analyses which will support informed real estate decision-making by the Planning and Zoning Commission and City Council, enhancing city fiscal sustainability and economic resiliency. The City is requesting a dynamic tool to support three related work-efforts: First, to weigh site-specific development fiscal benefits; Second, at a planning level to estimate the magnitude of city services needed to support new projects; and Third, frame long term implications of real estate decisions on the city’s General Fund. Our analysis shows that, since 2010, Denton’s tax base has sustained annual growth at an impressive average rate of 7.4%. A fiscal impact tool will enable Denton to evaluate proposed developments’ net fiscal impact, empowering the City to thoughtfully consider future economic development opportunities that allow for sustainable growth. Such informed and data-driven decision-making will further support the City of Denton’s core values of Integrity, Fiscal Responsibility, Transparency, and Outstanding Customer Service. AECOM is uniquely positioned to support the City of Denton in this effort, as follows: Current Experience in Denton and Across the Metroplex: The AECOM team assembled for this effort will leverage current work in Denton, supporting the Denton County Transportation Authority to align incentives with member cities’ economic development strategies. We are also currently working with the City of Richardson to evaluate TOD potential of their Arapaho Center Station and supporting landside planning efforts at DFW that incorporates financial analysis of different scenarios for new transport infrastructure, utilities and public works along with additional aero and non-aero revenue streams. This ongoing work will allow us to move quickly and efficiently to define the baseline real estate trends and set Denton’s demographic and economic drivers in context with the larger region. An efficient baseline analysis lets us focus more time on answering key questions of the City. In addition, AECOM has over 200 employees in Dallas including numerous transport planners, civil engineers, and utility experts that can support the technical inputs required. National Experience on Similar Fiscal Impact Analyses: Our team will also draw on best practices and lessons learned from other fiscal impact efforts, beginning with One Central in Chicago, where we are helping define the economic and fiscal benefits of a $2 billion multimodal hub with 20 million square feet of TOD. Important to One Central’s impact was a broader understanding of transit and mobility investment impacts, and the ability to clearly frame what are “net new” benefits. Similarly, our work in 2014 with the City of Rochester, Minnesota’s Destination Medical Center Economic Development Agency led to the development of an economic and fiscal impact model which estimated the economic and fiscal impacts of their 20-year development plan. Now, after the completion of Phase 1, AECOM was reengaged to design a tool with which to benchmark the state, county and city’s fiscal impacts of the plan’s actual development progress. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 4 Ability to Create A Robust Tool that Meets the City’s Requirements: We recognize that every city is different, and as such, we must offer the City of Denton an approach which maximizes initial efforts to clearly understand City policy needs, balanced by available data and staff capacity to sustain fiscal model use. As one practical example of this commitment, we are currently working with the City of Chicago’s Department of Planning and Development to build a customized financial model to evaluate developer requests for incentives. The model is enhancing development project review consistency, allowing the City to assess developer returns on investment, and impacts on incentive programs, including TIF. Our clear intent is to leverage experience gained across recent projects to maximize the value of this tool to the City of Denton. This proposal further introduces our firm and practice, highlights select relevant expertise, reviews key staff biographies, and details our current understanding of the assignment and proposed scope of work, our associated schedule, and related terms. Thank you for the opportunity to submit this proposal. Resumes for key staff have been attached for your review. If there are questions or comments regarding this submittal, I can be reached at 312-373-6931 or via email at chris.brewer@aecom.com Sincerely, Christopher Brewer Vice President AECOM Technical Services, Inc. Katelyn Hansen Deputy Project Manager AECOM Technical Services, Inc. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 5 2. Firm Overview AECOM AECOM is one of the world’s premier consulting firms – delivering services throughout the project lifecycle – from planning to design, engineering, consulting and construction management. We partner with our clients in the public, private, and nonprofit sectors to solve their most complex challenges and build legacies for generations to come. With 56,000 employees globally, AECOM is a Fortune 500 firm with revenue of approximately $20.2 billion during fiscal year 2019. AECOM is local to the Dallas Fort-Worth market, with over 200 professionals calling the Dallas AECOM office home. The Dallas-based planning team is currently working with Denton County Transportation Authority and will bring local experience and context to the project work. Economics Practice AECOM Economics helps clients evaluate and make decisions around projects and policies regarding feasibility, financial requirements, social impact, risk and prospects for success. Successful projects and policies share a common trait: informed decision-making early in the process. We pull ideas into focus and sharpen the boundaries of a preliminary plan or concept for regional and place-based economic development, urban revitalization, real estate, public facilities, and visitor destinations. Collaborating with other disciplines, our economics team develops strategies that respond to the market, attract financing and enable implementation. Our global experience and comprehensive, integrated approach help us understand how multiple factors influence value and feasibility. It’s not just the market, but also community needs and interests, project design, public policies and regulations, site conditions, development and financing costs, phasing and implementation challenges. Real Estate and Economic Planning AECOM helps create the economic and policy framework for urban plans and redevelopment projects, real estate development initiatives, and growth and economic-development strategies. Our work is often concerned with balancing the private sector's investment requirements with the public sector's policy objectives, in the context of a complex public decision-making process. We work with clients in complex settings to enable them to invest in, develop, and manage profitable real estate ventures. Development firms, financial institutions, investors, corporations, educational institutions, and public entities rely on our advice and counsel. Our consulting services include: • Economic and fiscal impact analysis: assessments of jobs created, taxes, income generated for communities, and direct, indirect, and induced benefits, as well as estimates of municipal costs for city services needed to support developments. • Financial and market feasibility: experts in projections of revenues, operating expenses, capital costs, and financing plans. • Transactional and development assistance: Assist public agencies and developers with development strategies and land disposition. • Economic development strategies: Create strategies for community repositioning, downtown revitalization, and TOD. • Demand analysis: objective and responsible analysis of estimated attendance, utilization, market segmentation of attractions. • Revenue strategies: creative approaches to the unique challenges of revenue generation. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 6 3. Project Team Overview People – not firms – deliver projects. With this philosophy in mind, we have assembled a team that has substantial relevant experience. Team leadership and core project personnel will bring decades of experience and a mix of national and local expertise to this project. Garrett Harper, our project executive, leads the Economics + Advisory practice for AECOM in the Americas. Chris Brewer, our project manager, is a Vice President in the Economics + Advisory practice with 25 years' experience. They have extensive expertise creating dynamic models that inform decision-making and actionable plans for integrated real estate and infrastructure development. They focus on understanding market conditions, economic development strategy, financial feasibility and commercial structures, often at the intersection of infrastructure and real estate. Subcontracting Plan While AECOM routinely partners with outside consultants to form valuable partnerships, this project will be staffed with only AECOM employees due to our in-house capabilities and expertise. Core Project Team Staffing and Roles DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 7 GARRETT HARPER, CFA PROJECT EXECUTIVE Education BA Economics, Connecticut College Years of Experience 13 years Professional Certifications CFA, Chartered Financial Analyst Charter Affiliations Urban Land Institute RELEVANT EXPERIENCE Garrett Harper leads the Economics + Advisory practice for AECOM in the Americas. He has extensive experience creating dynamic models that inform decision-making and actionable plans for integrated real estate and infrastructure development. He focuses on understanding market conditions, business strategy, financial feasibility and commercial structures, often at the intersection of public works and real estate. Garrett’s experience leading both public planning efforts and private development projects allows him to understand how to mediate misalignment of goals and find the common ground needed to implement new development. PROJECT EXPERIENCE Fulton Market Development Scenarios and Infrastructure Plan, Chicago, IL. Deputy project manager and development scenario lead. AECOM is working with the City of Chicago, Department of Planning and Development, to evaluate the long-term development trends of Fulton Market Innovation District and understand related infrastructure requirements. Fulton Market has evolved from a meatpacking and distribution district to a major driver of economic growth with almost 80% of Chicago’s under construction and planned office space. As part of the study, AECOM is using our understanding of downtown real estate market trends, existing zoning and bonus programs, proposed developments, and development finance to estimate multiple future development scenarios for the area and their subsequent impacts on infrastructure needs. These needs include transit connectivity, complete street strategies, energy, and water. Development of Underwriting Guidelines, Chicago Department of Planning & Development, Chicago, IL. Project manager. The City of Chicago Department of Planning and Development (DPD) engaged AECOM to develop underwriting guidelines that will allow DPD to more consistently evaluate 3rd party proposals and pro formats for new development projects. AECOM is creating a set of interconnected tools including a database of geolocated real estate data along with an underwriting model for flexible evaluation of typical urban real estate development uses incorporating gap funding identification and testing of incentive tools. The guidelines will also consider a range of other quantifiable impacts (fiscal, economic, community). ONE Central TOD Opportunity Assessment Chicago, IL. Real estate and financial lead. ONE Central is an integrated transit-oriented development project in the South Loop where AECOM was tasked with better understanding the fiscal and economic benefits of the project. The study focused on an existing Metra Electric railyard adjacent to Soldier Field, the Museum Campus, and McCormick Place. The analysis focused on trends related to central area land absorption, as well as increasing transit use, and growth in downtown tourism. The study included estimated 40-year economic and fiscal benefits on site and off site of theproposed mixed-use program, which would be anchored by a large transit station, and support development of about 20million square feet of residential and commercial development. DFW Airport Landside Master Program, Dallas, TX. Deputy Project Manager and Financial & Economics Lead. AECOM has built a multi-disciplinary team to develop a 30-year Master Plan for the Central Terminal Area of DFW Airport. The effort includes an analysis of landside transport and infrastructure needs, commercial development opportunities, integration with existing and future transit systems, sustainability strategies and many other topic areas. These integrated solutions need to be evaluated for their funding strategy, impact to operations, and economic cost benefit analysis. Richardson TOD Advisory and Bus Station Feasibility Study, Richardson, TX. Market Capacity and Joint Development Structure Lead. AECOM is appointed by the City of Richardson to evaluate the feasibility of creating a better integrated rail and bus station (DART) along with evaluating the TOD opportunity adjacent. Member City Investment Policy Study, Denton County Transportation Authority (DCTA), Denton County, TX. AECOM, through its General Planning Consultancy (GPC) with DCTA was selected to advise the agency on a program to allow for agency financial resources to be expended in partnership with member cities on transit-supportive projects and programs. The team provided a peer analysis and a summary of federal funding implications for a variety of revenue-sharing mechanisms as well as recommendations. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 8 CHRIS BREWER PROJECT MANAGER Education MS, Resource Economics, University of New Hampshire BS, International Relations and Economic Development, Drake University Years of Experience 25 years RELEVANT EXPERIENCE Chris Brewer has 25 years of experience evaluating planning, zoning, market, financial and policy aspects of real estate development. His practice has focused on reuse of urban brownfield sites and closed military bases, financial and market evaluations of downtown retail and apartment markets, financial analysis of adaptive reuse projects, convention centers and arenas, and university linked-neighborhood revitalization strategies. Chris’ consulting projects always start with the quantitative basics; review of demographic and economic indicators, freight transportation metrics, and real estate market data to place a project or location in context. These tools are used in support of market and financial studies, cost benefit analyses, and environmental/socio-economic impact assessments. PROJECT EXPERIENCE Destination Medical Center Market Analysis & Economic Impact Assessment, Mayo Clinic, Hammes Company, Rochester, MN. Beginning in 2014, AECOM was hired as part of a consultant team to assist in the preparation of a master plan and market-driven economic development strategy for the DMC. AECOM was responsible for the market analysis examining various land uses within the proposed district and estimating what could be absorbed over the 20-year time frame of the DMC initiative. We also developed an extensive fiscal and economic impact assessment of the project. AECOM was re-engaged in 2020 to update the fiscal and economic impact model which forms the basis of the DMC program. Development of Underwriting Guidelines, Chicago Department of Planning & Development, Chicago, IL. The City of Chicago Department of Planning and Development (DPD) engaged AECOM to develop underwriting guidelines that will allow DPD to more consistently evaluate 3rd party proposals for new development projects. AECOM is creating a set of interconnected tools including a database of geolocated real estate data along with an underwriting model for flexible evaluation of typical urban real estate development uses incorporating gap funding identification and testing of incentive tools. The guidelines will also consider a range of other quantifiable impacts (fiscal, economic, community). ONE Central TOD Opportunity Assessment Chicago, IL. Project manager for ONE Central analysis, an integrated transit-oriented development project in the South Loop. The study, funded by the Chicagoland Chamber of Commerce, focused on an existing Metra Electric railyard adjacent to Soldier Field, the Museum Campus, and McCormick Place. The analysis focused on trends related to central area land absorption, as well as increasing transit use, and growth in downtown tourism. The study estimated 40-year economic benefits of the proposed mixed-use program, which would be anchored by a large transit station, and support development of about 20 million square feet of residential and commercial development. Economic & Fiscal Impact Assessment, Kentucky Cabinet for Economic Development (KEDFA), KY. AECOM was engaged by KEDFA as its independent consultant to evaluate applications submitted by local jurisdictions seeking State tax increment finance (TIF) funds for projects that meet requirements to access state incentives. AECOM evaluated the feasibility of each project by examining the scope, location and tenant mix, as defined by the applicant. We analyzed the current market for each proposed component, including residential, retail, office, hotel and entertainment, by looking at national, regional and local trends. Economic Resiliency Strategy, Texas General Land Office, Corpus Christi, TX. Chris is currently working with the Texas General Land Office to complete an economic development strategy for a nine-county study area anchored by Corpus Christi and Victoria, along the Gulf Coast of Texas. Need for the study was driven by accelerating impacts from major storms and climate volatility. The analysis, currently underway is focused on how strategies for economic diversification can be leveraged to also respond to broader resiliency challenges currently facing this region. Aviation District Sub Area Plan and Revitalization Strategy, City of Universal City, TX. Project manager. AECOM was engaged by Universal City. The analysis focused on a 1.1 square mile study area anchored by Pat Booker Road and FM 78, and directly adjacent to Randolph Air Force Base (AFB). Need for the study was driven by a complex set of factors, including an existing stock of significantly older and smaller single-family homes as well as unique factors associated with adjacency to Randolph AFB. Study outcomes included identification of an urban design vision for the district, including identification of priority projects, phasing and potential public improvements. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 9 STEVEN DUONG, AICP TRANSPORTATION PLANNING & CODE Education BS, Urban Planning and Policy + Landscape Architecture Virginia Tech MS, City and Regional Planning University of Texas, Arlington Years of Experience 12 years Professional Certifications Certified Planner - American Institute of Certified Planners (AICP) Honors + Leadership Top 20 Under 40, Engineering News Record, 2017 Urban Pioneer, Greater Dallas Planning Council Urban Design Awards, 2017 President, American Planning Association North Central Texas Chapter Adjunct Professor, Department of Planning and Landscape Architecture, University of Texas Arlington RELEVANT EXPERIENCE Steven Duong, AICP, is the Urban Planning Lead for AECOM’s Urbanism + Planning practice in the Central United States. He has led a wide variety of projects, most recently serving as the lead consultant for the City of Dallas 100 Resilient Cities plan, the Texas Hyperloop project, and the Grand Rapids TOD Vision Framework. His work often focuses on masterplanning and urban design, city resilience, and sustainable transport. Prior to joining AECOM, Steven practiced planning at regional MPOs, municipal government, transit agencies, and architectural firms. Steven also served as the President of the North Central Texas Chapter of the American Planning Association, as a professor with the UT Arlington College of Planning and Landscape Architecture, and was identified as a Top 20 Under 40 Top Young Professional for Engineering News Record and as an Urban Pioneer by the Greater Dallas Planning Council in 2017. PROJECT EXPERIENCE Silver Line BRT TOD Masterplan, Grand Rapids, MI. Project manager. The Silver Line in Grand Rapids is an urban BRT corridor that stretches across three cities, stitching together a wide variety of communities and placetypes that range from a dense urban core to suburban single family to vacant industrial parks. Steven led a comprehensive TOD strategy to revitalize the corridor by leveraging the BRT as a catalyst to increase middle housing, reposition old shopping strips, and increase access to jobs and services for the broader community. LaPlace TOD Master Plan, Downtown St. John Parish, LA. Master planning lead. As populations migrate to lower risk areas in New Orleans, development is clustering in locations with existing infrastructure and amenities such as LaPlace. In addition to providing a centralized hub for local and regional transportation in the near term, the station offers flex space that can be used for rentals, public meetings, disaster staging, and other civic uses. Longer term, it provides a hub for the proposed regional rail line between Baton Rouge and New Orleans. The master plan includes, a solar energy system, retail/concessions space to generate operating revenue, and best practices for on-site stormwater management. Houston SWIFT - Sustainable Region-Wide Integrated Future Transportation, Houston, TX. Planning lead. The SWIFT project studies how emerging mobility solutions like Connected and Automated Vehicles (CAVs) and Hyperloop technology, along with smart city best practices, will affect sustainable and resilient development, transportation, and land use policies in west Houston. SWIFT outlines a long-range strategic planning vision for the region while outlining specific actionable projects and priorities to achieve vision implementation. Steven served as the task lead on best practices, vision and scenario development, urban analytics, and resiliency and risk analysis. Toyota Emerging Mobility Pilot Program for Transit Equity in Southern Dallas, Dallas, TX. Steven led the research, engagement, and strategic planning for a joint mobility pilot program between Toyota and the Dallas Innovation Alliance. The pilot program explores, through a series of interviews and data analytics, the various obstacles that residents in the Southern Dallas Education Corridor experience in their daily lives in obtaining access to equitable mobility. The project recommends using technology in the mobility space, such as micro-transit or Mobility as a Service (MaaS) platforms, to close the mobility, employment, and education gap for traditionally disinvested neighborhoods and communities of color in Dallas. Martin Luther King Boulevard Master Plan, Downtown Austin, TX. MLK Boulevard in downtown Austin, TX is a key urban thoroughfare that presents several challenges for design and redevelopment. Steven served as the Deputy Project Manager for the master plan, working closely with downtown stakeholders such as UT Austin, private businesses, and various advocate groups to develop a cohesive and modern design for the MLK corridor that incorporated elements of infill development, complete streets, resilient and smart cities best practices, traffic demand management, and asset repositioning. Dallas to Houston High Speed Rail EIS, TX. The Dallas to Houston high speed rail project is the first privately funded high speed rail effort in the U.S. connecting two of the five largest cities in the U.S. AECOM served as the lead for the EIS, providing analysis and considerations across a wide spectrum of environmental impacts. Steven worked with the core high speed rail team on evaluating impacts related to visual and aesthetics, impacted private properties, and land use compatibility. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 10 MATTHEW ABBE, PE UTILITIES & PUBLIC WORKS Education MS, Civil Engineering, Texas Tech University BS, Biology, Lubbock Christian University Years of Experience 20 years Professional Registrations Professional Engineer (PE), TX No. 92715 TxDOT Certifications 2.6.1 Protected Species Determination 2.6.3 Biological Surveys 3.1.1 Route Studies & Schematic Designs (Minor Projects) 3.1.2 Route Studies & Schematic Designs (Major Projects) 4.1.1 Minor Roadway Design 4.2.1 Major Roadway Design 8.1.1 Signing, Pavement Marking and Channelization zz10.1.1 Hydrologic Studies 10.2.1 Basic Hydraulic Design 10.3.1 Complex Hydraulic Design Affiliations American Society of Civil Engineers RELEVANT EXPERIENCE Mr. Abbe is experienced in the management, design, and planning of public works, and transportation projects. He has designed and prepared plans and specifications for numerous urban roadways and drainage systems, including many designed to Texas Department of Transportation (TxDOT) standards. His roadway experience includes projects involving municipal and TxDOT standards, as well as coordinating projects with both TxDOT and city stakeholders. He has significant experience blending city plans and specifications with TxDOT standards. He has also designed and prepared plans and specifications for large- and small-diameter sanitary sewer lines and water lines, storm drains, and drainage channels. PROJECT EXPERIENCE City of Fort Worth - City Council District 4, Critical CIP Roadway Reconstruction, Fort Worth, Texas. Project manager for preparation of contract documents for several CIP projects within City Council District 4. The projects consist of reconstructing 15 existing residential streets, totaling about 16,000 feet, with a standard 28-foot residential roadway section. This project includes the design of water and sewer lines to replace existing systems. It also includes public meetings, stormwater pollution prevention plans, geotechnical reports, and limited construction phase services. Pleasant Run Road Utility Improvements, Pump Station, Lift Station, and Roadway and Drainage Design, Dallas County, Texas. Dallas County is serving as a broker to fund the improvements between the two cities in southern Dallas County, to foster economic development. Mr. Abbe served as Project Manager for the design of improvements to the Pleasant Run Corridor between the Cities of Lancaster and Wilmer, Texas. The improvements consist of widening 3 miles of an existing 2-lane undivided roadway to a divided 4-lane, including adding about 3 miles of drainage pipelines, swales, and culverts along the roadway to meet Lancaster drainage standards. The improvements also include the design of about 2 miles of 16-in waterline and about 4-miles of sewer line to serve the two cities, as limited services are currently available. A 3-mile hike/bike trail was later incorporated in the plan set to TxDOT standards. Water and Wastewater Improvements, City of Paris, Texas. Design Manager for the preparation of plans and contract documents for water and wastewater utility improvements throughout the City of Paris, Texas. Role includes managing a team responsible for the design of about 15 miles of small diameter water and wastewater utility lines on a fast-track process in open, residential, and urban environments. Project also includes the design of a 1.3-mile two-lane arterial street with sidewalks and a small lift station. First 4 miles of pipeline went from notice to proceed to bid in less than 4 months. IH-30/SH-360 Interchange Utility Improvements, Arlington, Texas. Project manager for the study and design phase to relocate about 30,000-LF of water and sewer line so that they would not conflict with the construction of the IH-30/SH-360 interchange project. AECOM Water group worked with the Rios Group (an SUE firm) and AECOM Transportation Group to prepare a conflict matrix and identify potential conflicts to the existing water and sewer lines based on TXOT UAR rules. A report was prepared and then AECOM designed relocations for the water and sewer systems. Pipe diameters range from 8-in to 30-in and there are several bores across IH-30 and SH-360. Work began in April of 2015 to be complete for a September 2015 letting. DFW Reclaimed Water Delivery System, DFW Airport, Dallas- Fort Worth, Texas. Project Manager for the preparation of construction documents for approximately 9 miles of pressure pipeline and a pump station used to pump and pipe Type II reclaimed water to irrigation connections and to the airport’s cooling towers. The pump station was designed to house 5 horizontal pumps, with two 600 HP pumps installed initially. The pump station includes a 0.5 million gallon ground storage tank and a chlorine facility. As Project Manager, the role consisted of managing 7 different consultants that were responsible for the design of the overall system, including AECOM. As Project Manager, the role included managing construction phase services for the team of consultants and client, and included responses to RFI’s, shop drawings, and any construction modification requests. Woodvale Water and Sanitary Sewer Improvements, City of Fort Worth, Fort Worth, Texas. Project Manager for the design and preparation of plans and specifications for approximately 5,000 feet of a low-pressure sanitary sewer system consisting of 1.5-inch to 3-inch diameter PVC pipes along Woodvale Road in North Fort Worth. The project area is located near Lake Worth and consists of rolling terrain, which is ideal for a low-pressure sanitary sewer system. The pressure in the sewer line is produced by grinder pumps that are located at each resident's home. Also prepared plans to replace approximately 3,500 feet of water line. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 11 KRISTEN LUEKEN TRANSPORTATION PLANNING Education BS, Physics, University of Iowa BA, Science Education, University of Iowa MS, Urban and Regional Planning, University of Iowa Years of Experience 10 years Areas of Expertise Transit System Planning High Capacity Service Operations Cost Development Fare Analysis Economic Impact Analysis Grant Support Demographic Analysis Environmental Impact Statements Safety and Security Analysis Property and Land Use Impacts Travel Demand Models RELEVANT EXPERIENCE Kristen Lueken has over 10 years of experience in transportation planning, including extensive capability in transit operations and financial planning. Her transit work has included fare analyses, cost projections, survey data collection and analysis, schedule development, travel model forecasting, and environmental compliance. Kristen has contributed work to a wide range of projects from alternatives analysis and feasibility studies to environmental documents and BUILD grant applications. PROJECT EXPERIENCE Member City Investment Policy Study, Denton County Transportation Authority (DCTA), Denton County, TX. AECOM, through its General Planning Consultancy (GPC) with DCTA was selected to advise the agency on a program to allow for agency financial resources to be expended in partnership with member cities on transit-supportive projects and programs. The team provided a peer analysis and a summary of federal funding implications for a variety of revenue-sharing mechanisms as well as recommendations. Kristen created draft policy language guiding funding allocation, approval process and oversight of the program. Cost-Revenue Model, Dallas Area Rapid Transit (DART), Dallas, TX. As part of the General Planning Consultant (GPC) contract with DART, AECOM updated the agency’s Cost-Revenue model, which serves as a key tool for evaluating potential system expansion into new communities. As deputy project manager, Kristen coordinated with demographic experts to update population, employment, and sales tax revenue projections through 2035. She compiled National Transit Database data and created a separate application for DART that would automatically generate peer cost and revenue benchmarks based on a variable selection of peers. Kristen also added macro and cell-referencing features to the Cost-Revenue model to help automate data updates, prevent data corruption, and improve over-all user-friendliness of the model. Texas Central Railway (TCR) High Speed Rail (HSR) Environmental Impact Statement, Federal Railroad Administration (FRA), TX. AECOM was selected by FRA to conduct an independent Environmental Impact Assessment of the 200+ mile TCR HSR Corridor from Dallas to Houston, TX. Kristen was the lead author for several sections of the EIS, including the Socioeconomics and Community Facilities. The economic impact assessment for the high-speed rail line modeled the potential impacts of the project on employment, land values, tax revenues, and construction investment, using economic multipliers to forecast potential economic production and consumption impacts. Tax impacts are based on a detailed excel model, created by Kristen, accounting for property tax impacts, corporate tax, and consumer expenditure--driven sales revenue over the 30-year project. 2040 Transit System Plan, Dallas Area Rapid Transit (DART), Dallas, TX. As part of the General Planning Consultant (GPC), Kristen served as a deputy project manager supporting the development of the 2040 Transit System Plan (TSP) for DART. She developed the Public and Stakeholder Involvement Report as well as the Existing and Future Conditions Report, documenting DART’s network of over 100 routes. She used survey data to produce Origin & Destination hotspots and route-level transfer analyses. In a separate task, Kristen collaborated in the development of a Comprehensive Operational Analysis. She conducted field work to evaluate ridership potential and operational safety and reviewed ridership trends and on-time performance of existing routes. Kristen helped to develop recommendations and cost estimates for three separate funding scenario alternatives, including a cost-neutral option. She helped develop a financial planning model that allowed DART staff to combine various service planning recommendations into packages in support of implementation and financial plans. The recommended service plan increased population and employment with access to high-frequency (15-minute or better) transit service by 68%. Vista Transit, Operational Efficiency Study, Sierra Vista, AZ. AECOM was selected by Vista Transit to perform an Operational Efficiency Study to provide cost-saving recommendations for fixed route service, paratransit eligibility and fare collection. Kristen led a peer assessment providing benchmarks for fares, operating costs, and financial performance metrics. This assessment included a summary of fare policy limitations and an inventory of best practices. She also led a task modeling potential revenue and ridership impacts associated with a variety of fare changes. This led to fare structure and policy recommendations that could increase annual fare revenues by over 10%. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 12 KATELYN HANSEN DEPUTY PROJECT MANAGER Education Master of City and Regional Planning (MCRP) Concentration in Real Estate & Urban Design Rutgers University BA, Political Science & English Minor, Environmental Studies, University of Wisconsin-Madison Years of Experience 5 years Affiliations AICP, American Institute of Certified Planners APA, American Planning Association Member RELEVANT EXPERIENCE Katelyn Hansen is an Economics + Advisory Associate in AECOM’s Chicago office. She has five years of experience in real estate strategy supported by data-driven market and financial analysis. Katelyn came to AECOM with experience in higher education campus planning and advisory services for clients spanning flagship institutions, urban community colleges, and small private universities. Her career experience has spanned economic and fiscal impact analysis, retail corridor master planning, identifying urban core mixed-use opportunities, studying national retail trends, university housing master plans, and site-specific to portfolio-wide re-investment strategies. She has also advised and managed public institutions’ formal RFP solicitation processes seeking public/private real estate development partnerships. Katelyn’s analytical work is used to devise actionable plans and real estate strategies enabling her clients to be informed decision makers as they move towards implementation. PROJECT EXPERIENCE Development of Underwriting Guidelines, Chicago Department of Planning & Development, Chicago, IL. AECOM was charged with developing an underwriting tool for the city of Chicago’s Department of Planning and Development with which to evaluate development proposals seeking city financial incentive. On this project Ms. Hansen, is serving as Deputy Project Manager where Katelyn has coordinated the project process, evaluated metrics from past developments that have received financial incentives, and assisted in tool design and database development. Economic & Fiscal Impact Analysis, Destination Medical Center, Rochester, MN. As a continuation of previous AECOM work, The Economic Development Agency for Rochester’s Destination Medical Center (DMC), tasked AECOM with estimating the economic and fiscal impacts of the first phase of the DMC’s 20-year development plan. Katelyn conducted the impact analysis estimating job growth, GRP contribution, construction benefit and tax revenues generated over the last five years as a result of the investments by Mayo Clinic and the private sector into the DMC. Lewis & Clark Corridor Master Plan, Town of Clarksville, Clarksville, IN. AECOM partnered with REA were tasked with devising a bold new vision for an existing 600-acre retail corridor in Clarksville, IN just outside of Louisville, KY. Katelyn composed the market analysis, demand projections, and current inventory database to inform the project’s program and assisted in providing the economic strategy behind the plan. Development Opportunity Analysis, Confidential REIT Client, New York City, NY. AECOM was charged with identifying the mixed-use development potential in neighborhoods across Manhattan from mid-town through the financial district. Katelyn played a critical analytical role evaluating site-specific parcels and assemblage opportunities. Housing and Dining Redevelopment Advisory Services, Colorado State University, Fort Collins, CO*. While at a previous firm, Katelyn partnered with Colorado State University to advise on the redevelopment of aging housing facilities into a new multi-phased, mixed-use residential neighborhood (1,000+ beds) on campus with integrated dining and academics space. In an iterative process with the design team and university leadership, B&D advised CSU towards a financially viable project and development plan. Katelyn’s portfolio-wide financial modeling and market analysis was instrumental in getting the CSU System Board of Governors to approve financing for Phase I of the project. Housing Master Plan, University of Florida, Gainesville, FL*. Assistant project manager. While at a previous firm, Katelyn partnered with the University to develop a bold and comprehensive Housing Master Plan. Katelyn led the market, demand analysis for the Housing Master Plan. She also developed a portfolio-wide financial model to run sensitivity analyses which was critical in guiding the Master Plan’s implementation strategy. *Work prior to joining AECOM DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 13 GABRIEL GAL, CPA CFA MODELING TOOL DEVELOPER Education BS Finance, DePaul University BS Accounting, DePaul University Years of Experience 7 years Professional Certifications CPA, Certified Public Accountant, #065044364 Illinois Real Estate Broker, #475163762 CFA, Chartered Financial Analyst Charter Affiliations DREAA, DePaul Real Estate Alumni Alliance RELEVANT EXPERIENCE Gabriel Gal is an Associate in AECOM’s Economics + Advisory group based in Chicago. He has over seven years of underwriting experience working on some of the country’s most prolific projects. These projects have spanned the major asset classes of residential, office, industrial, retail, multi-family and hospitality facilities. Gabe is an expert building financial model. He has created financial analyses for both owners and developers in Chicago including Sterling Bay’s Lincoln Yards project, Tribune’s Freedom Center sites, and Moody Bible institute’s Lincoln Park assets. Gabe’s underwriting expertise is relied upon to accurately assess a development’s worth and feasibility. PROJECT EXPERIENCE Development of Underwriting Guidelines, Chicago Department of Planning & Development, Chicago, IL. Financial Model Developer. Chicago’s Department of Planning & Development (DPD) engaged AECOM to create an all-encompassing financial model and gauge the financial viability of proposed developments. This financial model will be used to justify any financial incentives needed to bring a development online including tax increment financing and land concessions. Gabe developed a dynamic model created to capture the various intricacies of new development. An extensive database will sync with the model and help determine project metrics and model assumptions including typical investment returns, market rental rates, and construction costs. Development Opportunity Analysis, Confidential REIT Client, New York City, NY. A private real estate investment trust engaged AECOM to determine the supply of hotel developments within the Manhattan real estate market. In New York City, new zoning changes significantly limited new construction hotels to only commercially zoned parcels and grandfathered in sites already approved for development. With such restrictions, the client believed they had a competitive advantage with new supply and wanted to quantify this benefit to their investors. Gabe and the AECOM team created a large database of all parcels within NYC and created various filters that would prevent new development. Limits on parcel size, ownership, density, historic designation, and frontage eliminated parcels. Additionally, a statistical model and Monte Carlo analysis were created to estimate future supply in the market. Metlife Midtown Development, Atlanta, GA*. Financial Underwriting & Developer Selection. Metlife Investment Management engaged with JLL to gauge the development feasibility of an 8.5-acre site in Midtown Atlanta. Gabe was created a highly flexible development model and ultimately recommending a developer for the site. The model provided product specific returns which guided the envisioned development scheme. Ultimately, a mixed-use scenario was selected consisting of a 26-story, 606,000 square foot Class A office building, 18-story, 355-unit modern residential tower atop eight levels of parking, a 12-story, 205-key boutique lifestyle hotel, 30,000 square feet of retail, and a 635,000 square foot parking deck providing 1,909 parking spaces. The project is currently under construction and anchored by Invesco’s new headquarters. Lee Highway Planning – Missing Middle Housing Arlington County, VA. Feasibility analyst. As part of a larger planning effort for the Lee Highway Corridor, Gabe analyzed potential housing prototypes that could provide ownership opportunities for households in the 80% to 120% AMI range. High level financial analysis for prototypes were used to test whether market rate developers could be encouraged to provide suitable concepts through incentives related to additional density and accelerated entitlement processes. Various scenarios were contemplated with different density assumptions, impact fees, and generated revenue. Riversedge, Ramsey County, St. Paul, MN. Feasibility analyst. AECOM in partnership with Ramsey County, unveiled a downtown St. Paul riverfront plan with up to 800,000 square feet of office space, up to 250 Class A apartment units, 150 condo units, 250 hotel rooms, roughly 20,000 square feet of retail and restaurant space, and public spaces. As part of the financial feasibility of the project, Gabe created financial models supporting the underwriting effort. These models gave insights into the future performance of the project and appropriate affordable to market unit mixes. AECOM is currently going through a due diligence process and is responsible as the master developer for overall development strategy and design of the project. *Work prior to joining AECOM DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 14 4. Qualifications The following projects were selected to demonstrate our qualifications in providing similar services as requested in the City of Denton’s Development Fiscal Impact Tool for Development Services: • Destination Medical Center Market: Analysis & Economic Impact Assessment Rochester, MN • ONE Central, Mobility, Tourism and Economic Development Implications Chicago, IL • City of Chicago Department of Planning and Development: Development of Underwriting Guidelines Chicago, IL • Kinzie Industrial Corridor Infrastructure Plan (Fulton Market Innovation District) Chicago, IL • Kentucky Economic Development Finance Agency Economic and Fiscal Impact Assessment State of Kentucky LOCAL CONTEXT AND EXPERIENCE The proposed team is also actively involved in a range of projects local to the Dallas-Fort Worth region that account for the fiscal impacts of development and growth. Denton County Transportation Authority (DCTA) Transportation Reinvestment Program Study Denton, TX AECOM, through its General Planning Consultancy (GPC) with DCTA was selected to advise the agency on a program to allow for agency financial resources to be expended in partnership with member cities on transit- supportive projects and programs. The team provided a peer analysis and a summary of federal funding implications for a variety of revenue-sharing mechanisms as well as recommendations. Arapaho Station: Richardson TOD Planning and Bus Transit Center Feasibility Study Richardson, TX AECOM is appointed by the City of Richardson to evaluate the feasibility of creating a better integrated rail and bus station (DART) at Arapaho Station along with evaluating the TOD opportunity adjacent. The work incorporates AECOM’s understanding of transit planning, station design, urban design, and real estate economics. As part of this work, AECOM is assessing the market capacity for different land uses and suitable joint development frameworks. Critical to this study is understanding the mechanisms available to Richardson to catalyze their economic development strategies. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C The market-driven economic assessment examined a phased development absorption strategy for this innovative initiative to position Minnesota as a global medical destination. The Destination Medical Center (DMC) in Rochester, Minnesota is an innovative economic development initiative to secure Minnesota’s status as a global medical destination now and in the future. Today’s competitive health care environment is driving a small number of select medical institutions to emerge as leaders in delivering the highest quality medical care and attracting patients and visitors from throughout the world. Mayo Clinic’s continued success in Minnesota depends on Rochester’s ability to sustain quality access, development, service and public infrastructure necessary to remain competitive with other destination medical centers in the US and abroad. In 2010, Mayo Clinic began to investigate a bold strategic Destination Medical Center vision to be sure that Mayo Clinic will not simply survive, but thrive in the future. The vision for the DMC initiative is to transform Rochester into one of America’s model destination cities. The downtown will be an epicenter of the growth in development and services to create a vibrant, world-class destination community. Beginning in 2014, AECOM was hired as part of a team of consultants to assist in the preparation of a master plan and market-driven economic development strategy for the DMC. Specifically, AECOM’s Economic practice was responsible for preparing the market analysis which examined various land uses within the proposed district and estimated what could be absorbed over the 20-year time frame of the DMC initiative. We also developed an extensive fiscal and economic impact assessment of the project. A key component of the plan is Discovery Square, a proposed expansion of science, technology and entrepreneurial opportunities in Rochester. Mayo Clinic’s Science and Technology institutes will be expanded to host private research, technology and related businesses within a proposed one million-square-foot R&D space. AECOM has been re-engaged by DMC in 2020 to update the fiscal and economic impact model which forms the basis of the DMC program. Case studies of other research/technology centers were completed to understand how they developed, potential tenants, revenues and financial support. The DMC will leverage $585 million in public funds to offset the costs of infrastructure of private development estimated at $6 billion. Once built, the various establishments are anticipated to generate considerable ongoing economic benefits throughout the region as well as enhancing resident, employee and visitor options for dining, entertainment, retail, culture and residences. AECOM’s team also prepared the potential economic and fiscal impacts of the project and reported outcomes in terms of total economic impact, potential jobs supported by the development and tax revenues that could be generated as a result of the DMC’s operations. DESTINATION MEDICAL CENTER MARKET ANALYSIS & ECONOMIC IMPACT ASSESSMENT Mayo Clinic, Hammes Company, Rochester, MN DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C The Chicagoland Chamber of Commerce partnered with AECOM to study the policy implications and potential economic and transit benefits of a transformative development called ONE Central, which intends to unify the region’s transit systems and open a new front door to the city’s central business district, the Museum Campus, McCormick Place and Soldier Field. The project proposes to deck over the Metra Electric District (MED) tracks that run parallel to Lake Shore Drive to make way for a mixed-use transit-oriented development with capacity for 20 million square feet of residential and commercial use. The AECOM analysis placed recent Central Area development in context with a 40-year trend of accelerated downtown re-urbanization and investment going back to 1980, the result of which today is a Central Area that hosts in excess of 160,000 residents, 700,000 jobs and more than 50 million tourist visits within an eight-square mile area. In context with rapid and sustained growth, the analysis found that future progress is threatened by emerging concerns in five key areas. 1. Metra and CTA stations and lines serving Downtown are increasingly at rush hour capacity, limiting transit access. While Metra and CTA are rightfully focused on state of good repair issues, conversations about future downtown transit capacity remain elusive. 2. The South Loop and Near South Side struggle with limited transit infrastructure, meaning that a larger share of trips still require a car. Resulting congestion remains a challenge, particularly during special events when parking becomes a constraint. 3. While the East Loop has benefited from significant residential and hotel development since 2000, corresponding decreases in office inventory appear connected with a reduction of 20,000 jobs which has eroded ridership on the MED, reduced transit access for South Side and South Suburban residents, and increased costs of commuting. In total, the share of downtown jobs held by all South Side commuters into downtown has eroded at the fastest rate of all suburbs since 2002. 4. The dramatic pace of Central Area development since 2000 has encouraged the absorption of more than 260 acres of vacant land. While the pace of development has been impressive, it is increasingly clear that the Central Area today now has a much smaller amount of vacant or otherwise easily developable land remaining. Over the next 20 years, land will increasingly be a constraint on downtown development. 5. The Field Museum, Adler Planetarium and Shedd Aquarium are world class institutions, but remain surprisingly disconnected and distant from downtown, lack proximate hotel room capacity and under-perform as a result. An economic impact analysis framed the potential of the project to be transformative for the City, Region and State, linked with anticipated construction period spending estimated at roughly $19 billion, and operating period fiscal benefits to local and state units of government estimated at $120 billion over 40 years, leveraging benefits across social and economic pillars, including mobility and transit, civic, and community. ONE CENTRAL TOD OPPORTUNITY ASSESSMENT Chicagoland Chamber of Commerce, Chicago, IL DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C Source: Landmark Development DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C The City of Chicago (City) Department of Planning and Development (DPD) is seeking a better approach to evaluating requests for financial support from private development projects. AECOM is currently helping the City develop underwriting guidelines that will allow DPD to more consistently evaluate third-party proposals. We are developing a robust and easy to use system of geolocated market data combined with a consistent pro forma model, to allow DPD staff to quickly compare and contrast proposals across a common framework, matching developer inputs to those queried from the proposed database. An understanding of funding gap can be compared with estimates of fiscal impact. AECOM is developing a set of interconnected tools. The first is a database of geolocated real estate data with a simplified front end for easy querying and comparing of project data. This data then flows into an underwriting model for flexible evaluation of project performance, gap funding needs and the ability to com- pare parallel data sources (i.e. DPD inputs vs. 3rd party provided inputs). Work Product Delivered –Integrated Underwriting Pro Forma for Financial Incentive Requests Product Highlights –Geolocated market data surveying tool –Multi-asset class underwriting model with funding gap ID and incentive toggles –Fiscal impact and equity metric estimates –Project input/output tracking for improved dataset DEVELOPMENT OF UNDERWRITING GUIDELINES City of Chicago Department of Planning and Development, IL DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C AECOM is working with the City of Chicago, Department of Planning and Development, to determine potential infrastructure and street character impacts related to current private development proposals and future development scenarios for this rapidly changing corridor west of the Loop area. Our team includes planning, urban design, real estate advisory and engineering to identify long-term development trends and prioritize specific improvements and solutions that can support and encourage this growth. Specific development opportunity sites were identified and evaluated for their development potential as well as impacts on public infrastructure. The final report includes maps, diagrams, building massings, development projections and a robust database of existing, planned and proposed infrastructure investments. Infrastructure improvements are focused on the public realm and street character with specific projects identified that can be tied to various funding sources (TIF, city agency budgets, Neighborhood Opportunity Fund, new Planned Developments, etc). RELEVANT FEATURES −Corridor planning/land use and policy −Redevelopment opportunities −Urban design −Market analysis/economic development −Implementation, partnership opportunities and resources −Infrastructure improvements KINZIE INDUSTRIAL CORRIDOR INFRASTRUCTURE PLAN (FULTON MARKET INNOVATION DISTRICT) City of Chicago, Department of Planning and Development, IL DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C Between 2008 and 2016, AECOM Economics was engaged by the Kentucky Economic Development Finance Authority (KEDFA) as its independent consultant to evaluate applications submitted by local jurisdictions seeking State tax increment finance (TIF) funds for projects that meet requirements to access state incentives. AECOM evaluated the feasibility of each project by examining the scope, location and tenant mix, as defined by the applicant. We analyzed the current market for each proposed component, including residential, retail, office, hotel and entertainment, by looking at national, regional and local trends. Data related to local economic activity, demographics, and real estate was considered. Often, analysis of similar developments was used to examine performance over time, as was done with our analysis for the proposed University of Louisville Research Park. We then estimate revenues out over the life of the TIF, either 20 or 30 years. The focus of the analysis was to determine what share of the revenues generated would be new to the Commonwealth. There were three ways to generate new revenues for Kentucky: −Increase non-resident spending −Recapture Kentucky spending leaving the state −Entice residents to spend more money than they currently do. The analysis also accounted for transfer spending and current operations on the site which are subtracted from the new impacts resulting in net new revenue in the Commonwealth of Kentucky. Based on identified net new revenues, we estimated the net new economic and fiscal impacts attributable to the State of Kentucky, using the IMPLAN input-output model. By focusing only on the net new revenues and associated fiscal impacts, the TIF captures the incremental change in fiscal impact without taking revenue away from the General Fund. The state tax revenues generated from property, corporate income, individual income and sales taxes are eligible for TIF to offset the costs of qualified public infrastructure on the site. TIF applications we have evaluated include: −Distillery District Mixed-Use TIF, Lexington −Phoenix Park/Courthouse Signature TIF, Lexington −Manhattan Harbour, Signature TIF, Dayton −ShowProp Lexington Mixed-Use Redevelopment TIF, Lexington −Red Mile Mixed-Use Redevelopment TIF, Lexington −Georgetown Events and Commerce Center Signature TIF, Georgetown −University of Louisville Research Park Signature TIF, Louisville −Oak Grove Village at Fort Campbell Signature TIF, Oak Grove −Hotel NULU TIF, Louisville −Gateway Commons TIF, Owensboro −Downtown Owensboro TIF, Owensboro ECONOMIC AND FISCAL IMPACT ASSESSMENT Kentucky Cabinet for Economic Development, KY DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 23 5. Understanding of Assignment, Approach and Scope of Services UNDERSTANDING OF ASSIGNMENT The City of Denton has benefited from growth unfolding across the larger Metroplex. As such, the City has sustained strong annual population growth over the last two decades and today houses over 141,000 residents, a nearly three quarters increase from 2000. Regarding employment Pre-Covid, between 2008-2019, Denton maintained unemployment rates lower than national and state trends. Since FY2010-2011 we understand that the City has seen the following General and Utility Fund trends: Strong growth in tax base. The City’s certified assessed value has annually increased on average by more than $700M due to new development and increases in existing property value. The last three fiscal years have specifically seen annual growth of over $1BN. With such tax base increases, we understand Denton began reducing its historically consistent tax rate in FY2017 with the FY2019-2020 budgeting another 2.4% rate reduction. Slowing sales tax growth. While sales tax collections increased over 65% between FY2011 and FY2019, annual growth in sales tax collections have slowed since nearly decade high annual growth (12.9%) in FY2017. The General Fund continues to rely predominately on Ad Valorem and sales taxes. Ad Valorem and sales tax collections account for 67% of the FY2019-2020 General Fund budgeted revenues. However, over the last decade the General Fund has seen a shift in revenue share. Sales tax is gaining share and Ad Valorem taxes slightly decreasing. The City’s personnel expenditures will continue to grow in order to stay regionally competitive. General Fund expenditures for personnel have increased 4% annually to sustain annual salary increases in addition to model personnel additions. The City of Denton’s General Fund supported FTE has grown from 759 in FY2011 to 839 in the FY2019-2020 budget (compound annual growth of 1.1%). Growth in development, employment, and residents increases demand for utility services. The individual utility funds (electric, water, wastewater, solid waste) have seen an average annual growth in revenues and expenses of nearly 6% since FY2011. Much of the recent property tax base, sales tax growth, as well as increases in the utility funds has been fueled by growth in commercial and residential construction. The last three fiscal years brought in over 1,500 permits annually with an average estimated value of $525M. Through our active and past work in the market, our team understands that impactful development has already occurred within Denton over the last several years. From the Rayzor Ranch’s 500,000 square feet of mixed-use commercial space, to the 70,000 square foot Convention Center and 318-key Embassy Suites, to the $6.3M airport expansion, the Fall 2019 opening of North Central Texas College’s new downtown Denton Campus, and the success of the coworking and entrepreneurial incubator: Stoke, Denton has seen wide ranging economic development activity. Residential construction has also sustained a long-term growth trend. Over the last twenty years, Denton added over 7,000 new multi-family units which 36% of Denton’s current multi-family DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 24 inventory. The 2020s are on track to possibly outpace residential construction of the preceding decades as multi-family 1,150 units are already under construction. To continue facilitating impactful development, the City’s Comprehensive Plan, Denton 2030, has identified infrastructure and utility policy aimed at prioritizing fiscal and environmental sustainability of services such as energy, water, wastewater, solid waste and recycling to ensure Denton has the long-term capacity to sustain residential and economic growth. In addition to city policy, our research reinforces insights about real estate implications in a post COVID19 world. Online Retail Sales Gaining Share of Total: While total retail sales contracted between Q1 and Q2 2020, U.S. e-commerce sales increased by 45% over the same period which points to a dramatic shift in American’s spending habits as a result of COVID19. Changing retail spending patterns will have direct bearing on demand for brick-and- mortar retail in Denton. Urbanization: COVID19 has altered housing trajectories, as evidenced by “Realtor.com’s Market Hotness rankings for May. These rankings indicate that out of nearly 20,000 ZIP Codes nationwide, rural and suburban ZIP codes are trending upwards while urban ZIP codes are trending downward. Only time will tell if this trend proves temporary or structural in framing future housing demand in Denton. Rise in Remote Working: With COVID19, the need for remote work has grown. It remains to be seen if current trends prove temporary or structural. In our experience, long term trends related to remote work also correlate with household access to transit, childcare, and assumptions for square feet per office employee, For Denton, there is an expectation that the community could see an increase in office employment as companies react to COVID19 and consider lower density environments. In order to sustain fiscally responsible economic development momentum, we understand that the City is seeking a qualified consultant with a two- fold desire: identify the net fiscal impact of site- specific developments and understand the long- term fiscal resiliency of the City’s General & Utility Funds in the face of circumstances as such as build out, economic slowdown, or other COVID19 impacts. AECOM can meet this need by developing a tool that will estimate the municipal costs and benefits of site-specific developments enabling the public decision-making process to be grounded in consistent quantitative analysis be it for development reviews, rezoning, or comprehensive plan adjustments. As such, this will aim to ensure Denton can make informed decisions that are in the best interest of the city and its residents in the near and long-term. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 25 PROJECT APPROACH AND KEY SUCCESS FACTORS AECOM’s approach to this assignment is differentiated by several key factors: Ability to Leverage Not Only Industry Reputation, But Local Experience: The project team will be supported by AECOM’s Dallas-based planning team that has local knowledge from their firsthand experience working in Denton and the Dallas-Fort Worth region. These resources will bring an understanding of local drivers to the project team from the onset. Integrated, Multidisciplinary Approach with a Wide range of Technical Expertise: Our team leverages AECOM’s national economic advisory specialty with experience in fiscal impact analyses and real estate development strategy. AECOM’s approach is supported by a technical breadth and depth in transportation and utilities planning, allowing our team to think creatively and collaboratively in a way unmatched by most other firms. Experienced in creating robust tools that meet project-specific needs: We are skilled in developing robust economic and fiscal impact tools catered to a municipalities’ specific conditions and analytical needs. These dynamic tools are not only user friendly, but easily updated with the most-timely data to ensure analytical relevancy. Such tools ensure consistency in the evaluation and decision-making process and strive to frame implications of development within the larger impacts on the City. SCOPE OF WORK Our proposed scope of work intends to provide clear guidance on the following questions posed by the City of Denton: • How do site-specific land uses decisions and therefore land development potential impact a project’s net fiscal benefit to the city of Denton? • What are the comprehensive long-term municipal fiscal implications of development projects in terms of both sales and property tax revenue potential, but also the anticipated revenues and cost of city-provided services such as utilities needed to support the development? • What are the barriers to investment and what can the City do to sustain desired growth? • What are the impacts of development efforts to the city’s fiscal sustainability as the City reaches build out? • What are the city’s vulnerabilities to fiscal resiliency if there is a slowing in the economy? • How can the City best leverage a tool that allows for site specific fiscal impact evaluation while also aiding in the understanding of long term city-wide financial sustainability to plan for financial resiliency? Responses to these questions sit at the core of our proposed scope of work, which are broken down into three phases of work mirroring your request for proposals. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 26 Phase 1. Baseline Analysis Task 1. Project Initiation and Logistics AECOM will initiate a video conference workshop with the Client to discuss: •Team introductions, establishing roles and specific points of contact for the on-going work, etc. •Schedule weekly standing check-ins •Client goals and vision for the analysis •Identification of stakeholders for interviews, planned for Task 2. •Identification and discussion of previous project plans, studies, etc., and related documents and data, including the current comprehensive plan. •Confirm deadlines, deliverables, scope of work, and project schedule Timing: Month 1 Deliverables: Final workplan with project schedule and timeline Task 2. Stakeholder Engagement As local data and assumptions may come from a variety of sources, including the City, Denton County, Denton Independent School District, North Central Texas Council of Governments, the Texas Department of Transportation, and individual service providers, the team would like to conduct one-on-one stakeholder interviews with each taxing body and key interests attached to this effort. The goal of these interviews will be to understand broad economic challenges and opportunities, as well as, the data needed and available for analysis and integration into the fiscal impact tool. Follow-up discussions in future tasks may be needed to review data and trends resulting from the analysis phase. Timing: Month 1-3 Deliverables: Summary of stakeholder insights to shape model development, aligned with identified data needs Task 3. Define Model Parameters / Objectives AECOM will collaborate with City staff to define the universe of fiscal impacts to be modeled in the tool. Based on experience, the tool will need to be driven by four base types of information: •Demographic / economic growth metrics possibly including population, employment, occupied office / retail square footage, and / or new construction permits. •Changes in City revenues across sales taxes, ad valorem, and other revenues. •City operating performance metrics which have bearing on the general fund, possibly including employment and wages by department preferably key performance indicators that align with the city’s budgeting process. •Changes in planning-level costs and revenues for a defined set of city services connected to the general fund and city-provided utilities. As part of Task 3 we will need to confirm: •Which local units of government beyond the City are impacted by general fund operations. •Should the Tool also estimate indirect and induced impacts of new development, including indirect fiscal benefits. The core goal of Tasks 1-3 is the establishment of a framework for the fiscal impact tool based on the city’s guidance. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 27 Timing: Month 2 Deliverables: Summary of model parameters, data request supporting parameters, draft tool framework Task 4. Data Collection & Document Review At the onset of Task 4, the team will have a clear understanding of the parameters with which the tool will be developed, and a refined understanding of data needed to support the tool. In order to stay on schedule, data collection efforts will begin in tandem with Task 2. The team will work with City staff to gather relevant financial data, understand the format available, and ease of future updating in order to ensure reporting consistency. The team will review the City’s most recent and up to 10-years of historic Comprehensive Annual Financial Reports, property assessment, and tax rate structures by taxing body in addition to any other necessary documents identified such as the Denton Plan 2030. The development of a GIS database is also critical to collect relevant economic, demographic, and real estate data for the site-specific and city-wide analysis. Demographic data will be aggregated using US Census Bureau products while real estate data will include city layers such as land use, zoning, any specific planning or taxing districts. The spatial database should also include parcel-level real estate record information including parcel number, owner name and address, land and improvement assessed value, tax bill amount, land square footage, building square footage, land use, as well as information on recent property transactions. This information will be leveraged in future tasks with regards to analysis and model development. Timing: Month 1-3 Deliverables: Data inventory status report, including a finalized GIS city database Task 5. Fiscal, Economic & Demographic Context The team will analyze economic and demographic trajectories to understand city-wide trends surrounding the following: • Demographics, • City General Fund • Taxing Jurisdictions Rate, Revenue, and Expenses • City Services (including utilities) Revenues and Expenses • City-wide tax base and property valuation The team will evaluate the city’s fiscal, demographic, and real estate trends to properly frame the unfolding local real estate and city fiscal dynamics as well as, establish the tool’s baseline condition with which to project forward. The trends analysis and baseline condition confirmation will be summarized and presented for client review. Timing: Month 2-3 Deliverables: Data analysis status report: summary of demographic, real estate and city fiscal trends along with identification of key baseline figures and performance metrics. DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 28 Phase 2. Fiscal Impact Tool Development Task 6. Assumption Confirmation Building on the parameters and objectives established in Task 3, the team will determine the meaningful inputs and assumptions to be built into the tool and garner City approval of costing and impact estimate approaches. The model can use EMSI multipliers as a proxy for indirect and induced development impacts in terms of jobs, GRP, and wages earned from development outcomes. If desired, these multipliers can generate not only initial impacts from development, but also direct, indirect and induced outcomes. The team will leverage our national expertise and local Denton/ Dallas-Fort Worth experience to determine appropriate planning-level cost estimate assumptions with regards to city funded services (i.e. transportation, water, electric, solid waste etc.) and confirm them with the City. Timing: Month 3 Deliverables: Summary of methodology and baseline condition Task 7. Draft Model Development The team will transition from parameter, assumption, and data confirmation to the iterative tool development process. The parameters and data defined in the previous tasks will ensure the design of an Excel-based model with an interface that is user friendly and easily updated (i.e. data on assessment rates, tax rates and growth trend assumptions, current year property taxes by parcel, etc.). The model will pull in parcel-level information such as current property taxes and assessed values. Based on the development’s specific metrics (i.e. square footage and construction value) by use type, the tool will estimate the financial benefit and cost to Denton’s General Fund and Utility Funds based on the planning level cost estimates previously established. Consistent client reviews will be necessary to garner timely input. A preliminary draft will be circulated to the city to test that tool fits their needs of site-specific inputs that generates a net city fiscal impact analysis. In order to perform acceptance testing on the model, AECOM will request either sample past projects or develop hypothetical concepts. We would expect to use up to four sample projects to validate that the model is working properly and compare against past fiscal impact estimates. In addition, the team will work with the City to define key performance metrics necessary in Planning and Zoning and City Council’s decision- making process (i.e. Property tax PSF, or service per capita etc.). These metrics will be built into the tool’s summary function. Timing: Months 3-5 Deliverables: Preliminary Draft Tool for client review and key metrics outline Task 8. Model Refinements After client review and input on the preliminary draft, the team will refine the tool according to client feedback. Upon completion of model refinements, AECOM will circulate the refined draft tool to the City for final comments. In addition, the team will establish with the city the most effective summary tables, charts and graphics to articulate the analysis for Planning and Zoning and City Council presentations. Summary tables and graphs will be built into the model to ensure presentation consistency. Timing: Months 5-6 Deliverables: Final Draft Fiscal Impact Tool and sample analytical graphics for presentations DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 29 FIGURE 1. MOCKUP OF ASSUMPTION SHEET AND PROJECT SUMMARY FOR PROPOSED FISCAL IMPACT MODEL DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 30 Phase 3. Impact Tool Training Task 9. Handover of Product and Training AECOM will host up to three teleconference training sessions (expected to run up to 2 hours). The goal of these workshops is to provide an overview of the tool, provide a chance for questions by the City and a live demonstrate on how to analyze the outputs, and update the supporting data. Workshops can be broken up by topic or department expected to utilize the tool. AECOM will develop necessary training materials such as presentations. In addition, the team will develop a draft tool guide for client review. Timing: Month 6 Deliverables: Final Fiscal Impact Tool, Supporting Data, and Training Materials Task 10. Strategies, Presentations, & Educational Toolkit If requested, the team will develop a presentation describing the methodology and development impact results generated by the tool to be presented to the Planning and Zoning Commission as well as City Council to facilitate broader city understanding of the information these bodies will be receiving in the future. It is recommended that a presentation of such kind occur concurrently during task 5 -8 to ensure adequate time to make refinements to materials structured in the model pending Planning and Zoning Commission and City Council feedback. As an extension of the tool training workshops, and leveraging city staff input, the team will develop a final report/tool guide to support fiscal impact analyses in the future. While the precise nature of this final report/guide will evolve based on how the effort proceeds, in general, we would expect the following topics for documentation: 1. City Demographic, Real Estate and Economic (General Fund) trends analysis summary 2. Fiscal analysis methodology 3. Tool assumptions and baseline conditions 4. Site-specific inputs guide and definitions 5. Model output definition and analysis guide 6. Directions on how to update data 7. Data sources documentation AECOM will work with the City to craft the final deliverables. Timing: Month 5-6 Deliverables: Final report outlining methodology & tool guide, presentations (if requested), and supporting documentation/ training materials Optional Additional Add-ons Developer/City Comparative Real Estate Financial Model AECOM has the technical expertise to develop an underwriting model. The intent of this tool will first be to understand site-specific land economics from a developer perspective, incorporating assumptions for likely development typologies (housing, office and retail space, parking, etc.), on- site private infrastructure costs, vertical development costs and other soft costs, to evaluate if proposed projects can achieve minimum return on investment requirements. AECOM will work with the City to evaluate all potential scenarios the staff would like to address. The model will return before and after incentive metrics that the City can use as a basis for any project support package or negotiations. The model will produce a summary of the project and demonstrate the financial impacts of different DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 31 incentives. Another feature expected would be the ability to compare side by side sets of assumptions to allow for easy evaluation of a developer’s proposed inputs and comparative City inputs for sensitivity analyses (see figure 2). When combined, the financial and fiscal assessments are intended to clarify the extent of the project’s preliminary financial returns to the private and public sectors, in addition to likely public sector costs. FIGURE 2. MOCKUP OF SIDE-BY-SIDE REAL ESTATE TAX IMPACT COMPARISON DEVELOPER VS CITY DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 32 6.References In addition to the qualifications outlined in Section 4 of this response, the following references have been provided. One Central Station Chicago, Illinois Recent AECOM study, beginning in 2018, for the Chicagoland Chamber of Commerce focused on the impact of a multi-modal station and large-scale TOD in downtown Chicago. The study estimated 40-year economic benefits of the proposed mixed-use program, which would be anchored by a large transit station, and support development of about 20 million square feet of residential and commercial development. https://www.chicagolandchamber.org/News/TabId/112/ArtMID/674/ArticleID/7445/Chicagoland-Chamber-of- Commerce-Study-Projects-120-Billion-in-New-Tax-Revenues-Other-Public-Benefits-of-ONE-Central.aspx Destination Medical Center, Economic & Fiscal Impact Model, Rochester, MN Beginning in 2014, AECOM was hired as part of a team of consultants to assist in the preparation of a master plan and market-driven economic development strategy for the DMC, AECOM was responsible for preparing the market analysis examining various land uses within the proposed district and estimate what could be absorbed over the 20-year time frame of the DMC initiative. We developed an extensive fiscal and economic impact assessment spanning the 20-year development program which we were rehired in 2020 to update and analyze the impacts of a realized Phase 1 of development. https://dmc.mn/press-room/#devPlan Economic & Fiscal Impact Assessment, Kentucky Cabinet for Economic Development (KEDFA) State of Kentucky Between 2008 and 2016, AECOM Economics was engaged by the Kentucky Economic Development Finance Authority (KEDFA) as its independent consultant to evaluate applications submitted by local jurisdictions seeking State tax increment finance (TIF) funds. AECOM evaluated the feasibility of each project by looking at national, regional and local trends related to economic activity, demographics, and real estate to estimate revenues out over the life of the TIF, either 20 or 30 years. Reference: Joey Mak Vice President – Programs Chicagoland Chamber of Commerce The Wrigley Building 410 North Michigan Avenue, Suite 900, Chicago, IL 60611 (312) 494-6723jmak@chicagolandchamber.org Reference: Cody Pogalz Administrative Coordinator Destination Medical Center Economic Development Agency 195 S. Broadway, Rochester, MN 55904 (507) 216-0997 codypogalz@dmceda.org Reference: Kimberly Gester Research Analyst, Formerly Kentucky Cabinet for Economic Development Kentucky Center for Statistics (KYSTATS) / Kentucky Education and Workforce Development Cabinet (502) 782- 3066Kimberly.Gester@ky.gov https://kystats.ky.gov/ DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 33 7. Schedule & Cost The AECOM team proposes to complete this proposed effort within six months of project inception. Project timing is also dependent on the time taken by the client to review interim deliverables and provide feedback. The following estimated budget is based on our interpretation of your request for proposals. ODC is negotiable as the team is willing to consider travel under certain circumstances. Project Budget Task Description Timing Hours Budget PHASE 1 BASELINE ANALYSIS Task 1 Project Initiation and Logistics Month 1 8 $1,000 Task 2 Stakeholder Engagement Month 1-3 35 $5,300 Task 3 Define Model Parameters / Objectives Month 2 40 $5,300 Task 4 Data Collection & Document Review Month 1-3 80 $10,200 Task 5 Fiscal, Economic & Demographic Context Month 2-3 80 $10,200 Sub-Total 243 $32,000 PHASE 2 FISCAL IMPACT TOOL DEVELOPMENT Task 6 Assumption Confirmation Month 3 40 $5,400 Task 7 Draft Model Development Month 3-5 200 $30,100 Task 8 Model Refinements Month 5-6 80 $10,200 Sub-Total 320 $45,700 PHASE 3 FISCAL IMPACT TOOL TRANSFER & TRAINING Task 9 Handover of Product and Training Month 6 80 $10,200 Task 10 Strategies, Presentations, & Educational Toolkit Month 5-6 80 $9,600 Sub-Total 160 $19,800 Sub-Total Professional Time 723 $97,500 ODC / Travel - (Optional)$1,000 TOTAL PROJECT COST $98,500 DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 34 8. Appendix The subsequent pages contain the compliance documents to be submitted by Proposers: A. Five-Year Litigation History DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Development Fiscal Impact for Development Services AECOM 35 Appendix A – Five-year Litigation History DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C AECOM Technical Services, Inc. – Litigation History (5 Years) AECOM Technical Services, Inc. (“ATS”) is a large design, engineering, planning and related professional services company that executes thousands of projects annually. As with any large services company, from time to time, ATS is involved in claims and litigation, many of which involve third party personal injury and property damage claims. However, we strive to avoid litigation and have a risk management program in place that includes early recognition of situations that might give rise to a claim, open lines of communication and proactive dispute resolution. Upon knowledge and belief, formed after reasonable inquiry, ATS has been involved in the disclosed litigation over the past five (5) years related to the performance of professional engineering, design, and construction services in the U.S. None of our current claims could reasonably be expected to have a material adverse effect on ATS or its ability to perform under the contract contemplated by the proposal. If you require additional information, please contact Michael Klerer, Region Chief Counsel, DCS Americas, at michael.klerer@aecom.com Claimant Name & Case Number Date Filed & Venue Status Claim Description Bizzack Construction, LLC v. AECOM Technical Services, Inc. et al. Case No. 5:20-cv-00084-KKC February 13, 2020 U.S. District Court Eastern District of Kentucky Pending Contractor claims additional costs alleged to arise from errors in design of a bridge. AECOM Technical Services, Inc. v. Flatiron | AECOM LLC Case No. 1:19-CV-02811-WJM- KLM October 2, 2019 District of Colorado Pending Contract and professional negligence dispute. SJTA v. Sambe v. AECOM et al. Case No. ATL-L-001012-18 September 4, 2019 Superior Court of New Jersey, Atlantic County Pending AECOM was the designer of record for the Atlantic City International Airport Aircraft Rescue and Firefighting Station. The building is a two story 40,000 square foot building. SJTA, AECOM’s client, has sued Sambe Construction, the construction contractor, and in turn Sambe has sued all contractors and designers on the project. Allegations in the compliant pertain to leak activities and claims related to the HVAC system. County of San Bernardino v. Skanska USA Civil West, et al. Case No. CIVDS1913509 May 29, 2019 Superior Court of San Bernardino County, California Pending Complaint alleging defective and non- conforming work which resulted in construction related issues on a railroad grade separation project in Devore, San Bernardino County. LM Heavy Civil Construction, LLC v. Port of Palm Beach District Case No. 50217CA005376 May 10, 2019 Palm Beach County, Florida Pending Port received claim from its contractor alleging delays and disruptions due to errors in design. Port denies the contractor’s allegations but to the extent it if found liable alleges that AECOM should be liable. Shop-A-Minit Markets Family Partnership v. 7-11, Inc., Antea Group, AECOM, Enviroprobe Integrated Solutions, Inc. Case No. 19-C-251 March 19, 2019 Circuit Court of Kanawha County, West Virginia Pending Plaintiff alleges damages incurred to property during the removal of an underground gas storage tank on the property. City of Denton, Texas Development Fiscal Impact for Development Services DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C Bilmar Limited Partnership v. 7- 11, Inc., Antea Group, AECOM, Kevin Booten, Enviroprobe Integrated Solutions, Inc. Case No. 19-C-249 March 19, 2019 Circuit Court of Kanawha County, West Virginia Pending Plaintiff alleges damages incurred to property during the removal of an underground gas storage tank on the property. JH Kelly, LLC v. AECOM Technical Services, Inc. Case No. 192600 January 29, 2019 Shasta County Superior Court, California Pending Claims for cost overruns and delays arising out of a EPC project to replace compressor station on PG&E’s gas transmission line. Slade Jordan & JWS Restoration v. AECOM Technical Services, Inc. Case No. 19963 October 26, 2018 District Court, Nolan County, Texas Dismissed July 2019 Multi-plaintiff PBC exposure case related to a remediation project at an abandoned refinery in West Texas owned by Anadarko Petroleum Corporation. Anadarko hired ATS to serve as "Compliance Supervisor" to design, engineer, implement and supervise compliance with safety standards. Shop-A-Minit Markets Family Partnership v. 7-11 Inc., Antea Group, AECOM, Kevin Booten, Enviroprobe Integrated Solutions, Inc. Case No. 18-C-1113 August 31, 2018 Circuit Court of Kanawha County, West Virginia Pending Plaintiff alleges damages incurred to property during the removal of an underground gas storage tank on the property. Central Texas Highway Constructors, LLC v. AECOM Technical Services, Inc. Case No. 23881/MK August 18, 2018 International Court of Arbitration Pending Professional negligence and breach of contract dispute arising from design services on a transportation project. East Kentucky Power Cooperative v. AECOM Technical Services, Inc. Case No. 5:18-cv-00437-JMH June 7, 2018 E.D. Kentucky Pending East Kentucky Power Cooperative alleges that ATS did not design an external haul road used to access the bottom of EKPC’s Spurlock Station coal ash landfill in Maysville, Kentucky in accordance with the parties’ contract or professional standards. ATS disputes EKPC’s allegations and contends that ATS acted consistent with the applicable industry standard of care and scope of work authorized by EKPC. Clark Bros. Inc. (CBI) v. Gierlich-Mitchel Inc. (GMI) v. AECOM (Cross-defendant AECOM) Case No. 17CECG00503 April 12, 2017 Fresno County Superior Court, California Settled September 2018 Contractor on municipal sewer lift station project filed suit against pump manufacturer and its representative, alleging pumps were defective or did not meet published specifications. Mfr.’s representative filed cross-claims against ATS alleging negligence. ATS provided design services on the project. City of Denton, Texas Development Fiscal Impact for Development Services DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C David Dewayne Stowe, Sr. et al., v. Donald Slade Jordan, et al. Case No. 44771 October 10, 2016 5th Judicial District Court, Parish of Richland, Louisiana Dismissed July 2019 Multi-plaintiff PCB exposure case related to a remediation project at an abandoned refinery in West Texas owned by Anadarko Petroleum. Anadarko hired ATS to serve as "Compliance Supervisor" to design, engineer, implement and supervise compliance with safety standards. Green Bay Metropolitan Sewerage District v. PTS Contractors, et al (including AECOM Technical Services, Inc.) Case No. 16CV449 March 29, 2016 Brown County Circuit Court, Wisconsin Settled March 2019 Fox River Fiber and Green Bay Metropolitan Sewerage District filed separate suits asserting breach of contract and negligence claims against AECOM Technical Services, Inc. ATS provided design and construction inspection services. The claims arise from a force main failure (leak) allegedly caused by corroded bolts. Fox River Fiber v. AECOM, et al. / Green Bay Metropolitan Sewerage District v. M.P. Nexlevel, LLC, AECOM Technical Services, Inc., et al. Case No. 15CV1742 Green Bay Metropolitan Sewerage District v. M.P. Nexlevel, LLC, AECOM Technical Services, Inc., et al. Case No. 16CV2 December 28, 2015 Brown County Circuit Court, Wisconsin January 4, 2016 Brown County Circuit Court, Wisconsin Settled October 2019 Green Bay Metropolitan Sewerage District filed suit against AECOM Technical Services, Inc. asserting breach of contract. ATS provided design and construction inspection services. The claim arises from the discovery of corroded force main bolts, which GBMSD claims could create the risk of leakage of wastewater. The Association of Apartment Owners of the Hawaii Kai Peninsula and Board of Directors of the Association of Apartment Owners of the Hawaii Kai Peninsula, etc., v. Peninsula Hawaii Kai, LLC et al., including AECOM Technology Corporation Case No. 101175108JHC December 28, 2015 Circuit Court of the First Circuit, State of Hawaii Settled August 2017 Complaint against multiple parties alleging negligence and breach of implied warranty in connection with the construction of a condominium project known as the Hawaii Kai Peninsula. The Connecticut Light & Power Company dba Eversource Energy v. Joken Development Corporation, et al., incl. AECOM Technical Services, Inc. Case No. UWY-CV-15- 6027719-S July 1, 2015 Superior Court of Connecticut Judicial District at Waterbury Settled July 2018 Claim for damages to electrical facilities related to the contractor’s (Joken) excavation services. AECOM is tendering its defense to the contractor. *The above table was comprised from identifiable and retrievable corporate records for AECOM Technical Services, Inc. and excludes (i) claims involving personal injury and property damage claims not otherwise connected with the claims identified, (ii) employment-related matters, and (iii) subsidiaries and affiliates of AECOM Technical Services, Inc. May 18, 2020 City of Denton, Texas Development Fiscal Impact for Development Services DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 14 of 21 Exhibit C 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. • Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 15 of 21 • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. • 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 DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 16 of 21 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. • 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 DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 17 of 21 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 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: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 18 of 21 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: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 19 of 21 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 of 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: DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C City of Denton, Texas Contract 7451 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 20 of 21 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; 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 certificate 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: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 5D3714F1-996B-483E-9298-DB1F9A0B6B3C D AECOM Technical Services, Inc. 11/25/2020 X not applicable X X X not applicable Certificate Of Completion Envelope Id: 5D3714F1996B483E9298DB1F9A0B6B3C Status: Completed Subject: Please DocuSign: City Council Contract 7451 Development Fiscal Impact Analysis and Tool Source Envelope: Document Pages: 60 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/20/2020 9:20:59 AM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/20/2020 9:31:00 AM Viewed: 11/20/2020 9:31:12 AM Signed: 11/20/2020 9:32:52 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/20/2020 9:32:55 AM Viewed: 11/20/2020 9:39:39 AM Signed: 11/20/2020 9:40:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/20/2020 9:40:48 AM Viewed: 11/20/2020 2:55:48 PM Signed: 11/20/2020 4:05:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris Brewer Chris.Brewer@aecom.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 24.148.38.171 Sent: 11/20/2020 4:05:35 PM Resent: 11/25/2020 2:32:18 PM Viewed: 11/25/2020 2:52:54 PM Signed: 11/25/2020 3:09:31 PM Electronic Record and Signature Disclosure: Accepted: 11/25/2020 2:52:54 PM ID: 924968af-081d-47f2-8351-ee1200ec08d4 Signer Events Signature Timestamp Scott McDonald Scott.McDonald@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/25/2020 3:09:34 PM Resent: 12/3/2020 9:17:20 AM Viewed: 12/3/2020 10:07:25 AM Signed: 12/3/2020 2:27:11 PM Electronic Record and Signature Disclosure: Accepted: 12/3/2020 10:07:25 AM ID: c4f57007-1004-49ed-b739-31dade8e31ba Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 12/3/2020 2:27:15 PM Viewed: 12/21/2020 1:13:37 PM Signed: 12/21/2020 1:14:10 PM 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: 107.77.215.79 Signed using mobile Sent: 12/21/2020 1:14:13 PM Viewed: 12/21/2020 1:18:32 PM Signed: 12/21/2020 1:18:43 PM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/21/2020 1:18:46 PM Viewed: 12/21/2020 1:58:25 PM Signed: 12/21/2020 1:58:56 PM Electronic Record and Signature Disclosure: Accepted: 12/21/2020 1:58:25 PM ID: 4544c91f-330a-4737-9a45-2cec72d6b080 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/20/2020 9:32:55 AM Electronic Record and Signature Disclosure: Carbon Copy Events Status Timestamp Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/3/2020 2:27:15 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 12/3/2020 2:27:15 PM Viewed: 12/3/2020 2:28:05 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/21/2020 1:58:59 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Charlie Rosendahl Charles.Rosendahl@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/21/2020 1:59:00 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/21/2020 1:59:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/20/2020 9:31:00 AM Certified Delivered Security Checked 12/21/2020 1:58:25 PM Signing Complete Security Checked 12/21/2020 1:58:56 PM Completed Security Checked 12/21/2020 1:59:01 PM 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. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Chris Brewer, Scott McDonald, Todd Hileman, Rosa Rios 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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