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7973 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156 Not Applicable Crystal Westbrook PSA 7574-013 PCWRP HEADWORKS N/A JUNE 7, 2022 7574-013 DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 22-1110 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 1 of 18 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and KIMLEY-HORN AND ASSOCIATES, INC., with its corporate office at 421 Fayetteville Street, Suite 600, Raleigh, NC 27601 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: PCWRP Headworks (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $3,828,700.00 in the manner and in accordance with the fee schedule as set forth in Attachment A. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 2 of 18 A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer Amendments to Section 4, if any, are included in Attachment B. A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 3 of 18 (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 4 of 18 Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 5 of 18 AGREEMENT Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 6 of 18 J. INSURANCE (1) ENGINEER’S INSURANCE a. Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b. Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’ Compensation – ENGINEER shall maintain workers DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 7 of 18 compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 8 of 18 f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. l. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. K. Independent Consultant DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 9 of 18 The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 10 of 18 testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City Amendments to Section 5, if any, are included in Attachment B. A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 11 of 18 becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 12 of 18 I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions Amendments to Section 6, if any, are included in Attachment B. A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 13 of 18 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ENGINEER. b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 14 of 18 IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 15 of 18 ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel ENGINEER acknowledges that in accordance with Chapter 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, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the AGREEMENT. Failure to meet or maintain the requirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization 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, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER, 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. N. 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 DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 16 of 18 at the time the Engineer submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Engineer will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/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 City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. O. 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 Engineer shall complete and submit the City’s Conflict of Interest Questionnaire. P. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 17 of 18 Attachment A - Scope of Services, Compensation, Project Schedule Attachment B - Amendments to Standard Agreement for Engineering Services These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. Duly executed by each party’s designated representative to be effective on the date subscribed by the City Manager. ENGINEER KIMLEY-HORN AND ASSOCIATES, INC BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS SARA HENSLEY, CITY MANAGER BY: _____________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156 Scott Arnold Vice President 2022-884327 817-339-2247 scott.arnold@kimley-horn.com Stephen D. Gay Director Water Utilities DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 1 of 13 ATTACHMENT "A" Scope for Engineering Design Related Services for: PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY The ENGINEER will perform its services pursuant to the requirements delineated below. Services under this attachment include engineering services for the design and bidding for the PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY project. Project Understanding The CITY needs a larger headworks facility. The capacity of the new headworks facility will be 75 MGD for peak flow conditions and include a lift station, coarse screens, grit removal and fine screens. The project will also include approximately 7,250 LF of new sanitary sewer interceptors, 2,100 LF of force main, electrical/SCADA improvements and site improvements. The CITY evaluated multiple locations for the new headworks facility as part of the WRP Facilities Master Plan and selected the location for the new headworks facility for this project. ENGINEER will provide professional services for the following tasks: • Task 1 – Design Management • Task 2 – Preliminary Design • Task 3 – Survey and Geotechnical Services • Task 4 – Final Design • Task 5 – Construction Contract Documents • Task 6 – Bidding Phase Services DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 2 of 13 Task 1 – DESIGN MANAGEMENT A. Project Management 1. Develop project communication plan. a. Develop project contact list. b. Prepare and e-mail progress reports to the project team once a month to be included with invoices. 12 months are assumed. c. Prepare project schedule and provide schedule updates if the schedule changes. 2. Meetings a. Prepare for and attend one (1) project kickoff meeting. b. Prepare for and attend up to eighteen (18) project status meetings with the City. c. Prepare meeting notes and distribute to the City. 3. Sub-consultant Agreement Preparation a. Prepare and execute up to four (4) subconsultant agreements. Task 2 – PRELIMINARY DESIGN A. Equipment Selection Process The ENGINEER will prepare for and conduct the pre-design equipment selection process. This process includes the following items: 1. Prepare the equipment selection criteria based on CITY input for the following items: a. Coarse Screen Equipment b. Fine Screen Equipment c. Grit Removal Equipment d. Fat, Oil, and Grease Removal Equipment 2. Prepare for and conduct up to four (4) equipment provider interviews with CITY. The ENGINEER will schedule the in-person interviews in coordination with the CITY on time and location. Each interview will be at least one hour in length. 3. Prepare for and arrange up to five (5) site visits to existing water reclamation plant with CITY to observe similar processes and equipment that may be considered for installation on this project. The ENGINEER anticipates each site visit being one day in length. a. Expenses for travel will include travel expense for up to four (4) City staff 4. Participate on equipment selection committee with CITY 5. Document the equipment selection process and prepare a technical memorandum summarizing the selected and equipment. 6. Once the equipment above has been selected and approved by the CITY, preliminary technical specifications will be prepared for all the equipment that will be used on DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 3 of 13 this project and preliminary design will be based around specific equipment selections. Meetings: a. Prepare for and conduct equipment provider interviews b. Facilitate and attend site visits to existing water reclamation plant Deliverables: a. Two (2) copies of Equipment Selection Technical Memorandum and .pdf electronic copy b. Two (2) copies of the preliminary technical specifications Services/Deliverables provided by the CITY: a. Participate in pre-design equipment selection process b. Attend water reclamation plant site visits B. Prepare Preliminary Engineering Report (PER) for New Headworks Facility The ENGINEER shall prepare a Preliminary Engineering Report. The ENGINEER shall perform the following tasks: 1. Design and size each headworks unit. Calculations, analyses, graphs, formulas, constants, and technical assumptions will be provided to support the design and sizing of each unit. 2. Develop a process flow diagram for the treatment facility. 3. Develop hydraulic model to determine the elevations of the treatment units and determine the sizing of interconnected piping. 4. Prepare the Preliminary Engineering Report Document including: a. Types of units proposed and their capacities b. Detention times, surface loadings and weir loadings for each unit c. Plot of the hydraulic gradient at peak flow conditions d. The recommended operation mode e. Organic and volumetric loadings pertinent to each treatment unit f. Preliminary site plan g. Site access and security h. Flood protection i. Emergency power Meetings: a. Prepare for and conduct one (1) Preliminary Engineering Report review meeting DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 4 of 13 Deliverables: a. Five (5) copies of the Draft and Final Engineering Report and .pdf electronic copy of each Services/Deliverables provided by the CITY: a. Participate in the Preliminary Engineering Report review meeting b. Review and provide comments on the Final Engineering Report C. Preliminary Headworks Design 1. Prepare engineering plan sheets and technical specifications in accordance with the preliminary engineering report. 2. The plans will include: a. Civil sheets: i. General notes ii. Overall site plan iii. Yard piping plan iv. Paving plan b. Mechanical sheets: i. General notes ii. Coarse screen equipment layouts iii. Fine screen equipment layouts iv. Grit chamber equipment layouts v. Lift station equipment layouts c. Structural sheets: i. General notes ii. Site plans iii. Foundation plans d. Electrical sheets: i. Site plan ii. Headworks electrical plan iii. Headworks grounding plan iv. One-line diagrams v. Conduit and wiring plan vi. Headworks lighting plan vii. SCADA/instrumentation layout DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 5 of 13 3. Prepare 30% quantity take-off for proposed improvements and engineer’s opinion of probable construction cost (OPCC). 4. Prepare a cost-benefit analysis for reusing or abandoning the west peak flow pump station. Meetings: a. Prepare for and conduct one (1) Preliminary Headworks Design review meeting Deliverables: a. Five (5) copies of 30% 11”x17” plans and .pdf electronic copy b. Five (5) copies of 30% OPCC and .pdf electronic copy Services/Deliverables provided by the CITY: a. Review and comment on the 30% plans, preliminary specifications and OPCC b. Participate in 30% design review meeting Task 3 – SURVEY AND GEOTECHNICAL SERVICES A. Geotechnical Engineering 1. Perform a geotechnical analysis of the site utilizing a qualified geotechnical laboratory to determine subsurface conditions and make recommendations regarding design parameters. The analysis shall include the following: a. Subsurface exploration including up to fifteen (15) sample bore drilled to between 35 and 40 feet depending upon depth to un-weathered shale or limestone. b. Laboratory tests for classification purposes and strength characteristics. c. Engineering services that address the following: i. Soil and groundwater conditions ii. Comments on general excavatability of soils and shale encountered iii. Recommendations for pump station, transformer and generator pads, and vault foundation types, depth, allowable loading and backfill requirements iv. Foundation construction requirements v. Recommended lateral pressures for the design of below grade walls vi. Evaluation of the subgrade soils vii. Recommendations for yard piping installation, including bedding and backfill viii. Recommendations for earthwork. 2. A geotechnical report will be furnished by the geotechnical engineer to present the results of the field and laboratory data as well as analyses and recommendations. The DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 6 of 13 data contained in the geotechnical report will be made available to contractors during the bidding process for informational purposes. B. Survey 1. Perform a horizontal and vertical survey of the proposed boring locations for the headworks site and sanitary sewer line locations. 2. All other survey for the headworks site and sanitary sewer line locations will be performed under a separate contract and is not included in this scope of work. Meetings: a. N/A Deliverables: a. Two (2) copies of geotechnical report Services/Deliverables provided by the CITY: a. Site access Task 4 –FINAL DESIGN A. Headworks 60% Design 1. Prepare 60% engineering plan sheets and specifications in accordance with the preliminary engineering report. 2. The plans will include: a. Civil sheets: i. General notes ii. Overall site plan iii. Yard piping plan and profiles iv. Paving plan and profile v. Grading plan vi. Details b. Mechanical sheets: i. General notes ii. Coarse screen equipment layouts, sections, and details iii. Fine screen equipment layouts, sections, and details iv. Grit chamber equipment layouts, sections, and details v. Lift station equipment layouts, sections, and details c. Structural sheets: i. General notes DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 7 of 13 ii. Site plans iii. Foundation plans iv. Excavation plan v. Sections d. Electrical sheets: i. Site plan ii. Headworks electrical plan iii. Headworks grounding plan iv. One-line diagrams v. Conduit and wiring plan vi. Headworks lighting plan vii. SCADA/instrumentation layout 3. Specifications shall include City Standard and non-standard technical specifications for materials and installation of the proposed facilities. Meetings: a. Prepare for and conduct a 60% design review workshop Deliverables: a. Five (5) copies of 60% 11”x17” plans, specification, and construction documents and .pdf electronic copy b. Five (5) copies of 60% OPCC and electronic copy Services/Deliverables provided by the CITY: a. Review and comment on the 60% plans, specifications, and OPCC b. Participate in the 60% design review workshop B. Headworks 90% Design 1. Prepare 90% engineering plan sheets and specifications in accordance with the preliminary engineering report. 2. The plans will include: a. Civil sheets: i. General notes ii. Overall site plan iii. Yard piping plan and profiles iv. Paving plan and profile v. Grading plan DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 8 of 13 vi. Details b. Mechanical sheets: i. General notes ii. Coarse screen equipment layouts, sections, and details iii. Fine screen equipment layouts, sections, and details iv. Grit chamber equipment layouts, sections, and details v. Lift station equipment layouts, sections, and details vi. Splitter structure layouts and details c. Structural sheets: i. General notes ii. Site plans iii. Foundation plans iv. Excavation plan v. Sections vi. Details d. Electrical sheets: i. Site plan ii. Headworks electrical plan iii. Headworks grounding plan iv. One-line diagrams v. Conduit and wiring plan vi. Headworks lighting plan vii. SCADA/instrumentation layout viii. Details 3. Specifications shall include City Standard and non-standard technical specifications for materials and installation of the proposed facilities. Meetings: a. Prepare for and conduct a 90% design review workshop Deliverables: a. Five (5) copies of 90% 11”x17” plans, specification, and construction documents and .pdf electronic copy b. Five (5) copies of 90% OPCC and electronic copy DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 9 of 13 Services/Deliverables provided by the CITY: a. Review and comment on the 90% plans, specifications, and OPCC b. Participate in the 90% design review workshop C. Final Engineering Report and Summary Transmittal Letter The ENGINEER shall prepare a Final Engineering Report based on the comments received on the Preliminary Engineering Report and design changes determined during Final Design. The ENGINEER will prepare and submit a Summary Transmittal Letter to the Texas Commission on Environmental Quality. The Final Engineering Report will include: a. Types of units proposed and their capacities b. Detention times, surface loadings and weir loadings for each unit c. Plot of the hydraulic gradient at peak flow conditions d. The recommended operation mode e. Organic and volumetric loadings pertinent to each treatment unit f. Final site plan g. Site access and security h. Flood protection i. Emergency power j. Variance requests (if any) Meetings: a. N/A Deliverables: a. Submit five (5) copies and one electronic .pdf copy of the Final Engineering Report Services/Deliverables provided by the CITY: a. Review and approve the report for submittal to TCEQ Task 5 – CONSTRUCTION CONTRACT DOCUMENTS A. Bidding Construction Contract Documents 1. Incorporate City comments from final design submittal and prepare construction contract documents, bid plans, and opinion of probable construction cost. DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 10 of 13 2. Construction contract documents will consist of the final plans and project manual, both signed and sealed by a licensed professional engineer in the State of Texas and in accordance with comments provided by the City during final design. Meetings: a. Prepare for and conduct a construction contract document review workshop Deliverables: a. Construction Contract Documents Submittal b. Submit two (2) copies and electronic (.pdf) documents to the City for bidding. c. Submittal shall include the following: a. Bid drawings b. Bid project manual c. Opinion of probable construction cost Services/Deliverables provided by the CITY: a. Review and approve the construction contract documents for bidding. Task 6 – BID PHASE SERVICES A. Bid Phase Services 1. Provide electronic bid documents to the City purchasing department for bidding. 2. Provide the Notice to Bidders to the City for publication. The City will be responsible for publication of the notice. The City will be responsible for distribution of the bidding documents to prospective contractors, suppliers, and plan rooms. 3. The following assistance will be provided to the City during the bidding phase: a. Preparation of addenda and delivery to City for distribution to plans holders. b. Responses to questions submitted by plans holders. c. Attend bid opening facilitated by City. d. Preparation of bid tabulation. e. Preparation of recommendation of award letter. 4. Conformance plans and specifications a. Based on potential questions and addenda from the bidding phase, prepare conformance set of plans and specifications to be used during construction. i. Provide up to four (4) sets to City for execution. DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 11 of 13 DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 12 of 13 ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES City and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, upon the City’s written request. Any additional amounts paid to ENGINEER as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. These additional services include, but are not limited to the following: • Topographic survey (performed in separate contract) • Assisting the CITY with Construction Phase Services • Assisting the CITY with Resident Project Representation during Construction • Preparation of Record Drawings • Permitting and/or coordination with development services related to proposed site improvements • Redesign to reflect project scope changes requested by the CITY, required to address changed conditions, or change in direction previously approved by the CITY, mandated by changing governmental laws, or necessitated by the CITY’s acceptance of substitutions proposed by the contractor. • Design of any offsite collection system improvements beyond the improvements identified in the scope • Preparation for and attendance at public meetings beyond those identified in the scope • Furnish additional copies of review documents and/or bid documents in excess of the number of the same identified above. • Services related to disputes over bid protests, bid rejection, and re-bidding of the contract for construction. • Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or condemnation proceedings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the CITY. • Accompanying the CITY when meeting with the TCEQ, U.S. Environmental Protection Agency, or other regulatory agencies during the course of the Project, beyond those meetings identified above. The ENGINEER will assist the CITY on an as-needed basis in preparing compliance schedules, progress reports, and providing general technical support for the CITY’s compliance efforts. • Assisting CITY or Contractor in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. Such services, if any, will be furnished by ENGINEER on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. • Providing professional services associated with the discovery of any hazardous waste or materials in the project site. • Performance of materials or specialty testing services. • Services necessary due to default of the Contractor. • Services related to damages caused by fire, flood, earthquake, or other acts of God. • Services related to warranty claims, enforcement, and inspection after final completion. • Services related to Survey Construction Staking. • Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT A DESIGN SERVICES FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY City of Denton, Texas Attachment A Page 13 of 13 • Performance of miscellaneous and supplemental services related to the project as requested by the CITY. • “Value engineering’” after bidding • Multiple bid packages • SWPPP inspections / coordination • Any services not listed in the Scope of Services DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ATTACHMENT $ COMPENSATION FOR PECAN CREEK WATER RECLAMATION PLANT NEW HEADWORKS FACILITY &LW\RI'HQWRQ7H[DV$WWDFKPHQW$3DJHRI   Compensation for Engineering Design Related Services for:  3(&$1&5((.:$7(55(&/$0$7,213/$171(:+($':25.6)$&,/,7< Total compensation for the ENGINEER contemplated under the terms of this agreement VKDOOEHDWRWDOQRWWRH[FHHGfor all services including reimbursable expenses. The CITY shall compensate the ENGINEER as follows: For Tasks 1-6 the total compensation shall be on a lump sum basis and not to exceed . Progress payments for shall be paid monthly based on the actual work satisfactorily completed per month in each phase, with the following amounts of the total compensation for each phase of the Project: •Task 1 – Project Management $ 165,000 •Task 2 – Preliminary Design $1,565,000 •Task 3 – Survey and Geotechnical Services $ 170,000 •Task 4 – Final Design $1,798,700 •Task 5 – Construction Contract Documents $ 95,000 •Task 6 – Bid Phase Services $ 35,000 *UDQG7RWDO ENGINEER will not exceed the total maximum fee shown without authorization from the CITY. Individual task amounts are provided for budgeting purposes only. ENGINEER reserves the right to reallocate amounts among tasks as necessary. All permitting, application, and similar project fees will be paid directly by the CITY. 1RQ/DERU([SHQVHVNon-labor expenses for reimbursable tasks shall be reimbursed as Direct Expenses at invoice or internal office cost. 4.6% will be added to each invoice to cover certain other internal office cost expenses as to these tasks, such as in-house duplicating, local mileage, telephone calls, facsimiles, postage, and word processing. 'LUHFW([SHQVHV (non-labor) for reimbursable tasks include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. Direct reimbursable expenses such as express delivery services, fees, travel, and other direct expenses will be billed at 1.10 times the cost. Payment will be due within 25 days of your receipt of the invoice and should include the invoice number and Kimley-Horn project number. DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton Ethics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156 KIMLEY-HORN AND ASSOCIATES, INC. CIQ n/a X 5/10/2022 DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 70AE825E-884B-4FB5-9C20-B35A5FA44156DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 Certificate Of Completion Envelope Id: 70AE825E884B4FB59C20B35A5FA44156 Status: Completed Subject: Please DocuSign: City Council Contract 7574-013 PCWRP Headworks Source Envelope: Document Pages: 34 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 5/4/2022 9:35:25 AM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Signed by link sent to crystal.westbrook@cityofdenton.com Using IP Address: 198.49.140.104 Sent: 5/4/2022 9:47:25 AM Viewed: 5/4/2022 9:47:51 AM Signed: 5/4/2022 9:50:22 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 Signed by link sent to lori.hewell@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 5/4/2022 9:50:26 AM Viewed: 5/4/2022 11:21:15 AM Signed: 5/4/2022 11:21:42 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 Signed by link sent to marcella.lunn@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 5/4/2022 11:21:45 AM Viewed: 5/6/2022 5:30:16 PM Signed: 5/6/2022 5:32:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Arnold scott.arnold@kimley-horn.com Vice President Kimley-Horn and Associates, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Signed by link sent to scott.arnold@kimley-horn.com Using IP Address: 134.238.171.64 Sent: 5/6/2022 5:32:53 PM Viewed: 5/8/2022 10:54:25 AM Signed: 5/10/2022 1:42:55 PM Electronic Record and Signature Disclosure: DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 Signer Events Signature Timestamp Accepted: 3/27/2020 10:55:11 AM ID: a1f38400-e5cc-4b57-8548-4dd7e031355d Stephen D. Gay stephen.gay@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to stephen.gay@cityofdenton.com Using IP Address: 47.186.197.168 Sent: 5/10/2022 1:42:58 PM Viewed: 5/10/2022 3:03:00 PM Signed: 5/10/2022 3:03:37 PM Electronic Record and Signature Disclosure: Accepted: 5/10/2022 3:03:00 PM ID: 32b4102b-8e1d-45f0-a5ae-77aef7bbeaab Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Signed by link sent to cheyenne.defee@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 5/10/2022 3:03:41 PM Viewed: 6/8/2022 8:31:58 AM Signed: 6/8/2022 8:32:04 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to sara.hensley@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 6/8/2022 8:32:07 AM Viewed: 6/8/2022 8:32:30 AM Signed: 6/8/2022 8:32:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to rosa.rios@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 6/8/2022 8:32:38 AM Viewed: 6/9/2022 3:46:10 PM Signed: 6/9/2022 3:49:17 PM Electronic Record and Signature Disclosure: Accepted: 6/9/2022 3:46:10 PM ID: e343d854-a4c2-4539-81e4-c2a68260fe33 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 DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 5/4/2022 9:50:26 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 5/10/2022 3:03:42 PM Viewed: 5/12/2022 4:36:07 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/9/2022 3:49:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign David Brown david.brown@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/9/2022 3:49:22 PM Viewed: 6/9/2022 3:57:51 PM Electronic Record and Signature Disclosure: Accepted: 4/10/2019 2:54:36 PM ID: 20238ddf-ccd6-4d52-988f-8c9f3436055e Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/4/2022 9:47:25 AM Certified Delivered Security Checked 6/9/2022 3:46:10 PM Signing Complete Security Checked 6/9/2022 3:49:17 PM Completed Security Checked 6/9/2022 3:49:22 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Scott Arnold, Stephen D. Gay, Rosa Rios, David Brown DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. DocuSign Envelope ID: 161BA02D-54D7-4D87-9AE1-6782D04E5641 Certificate Of Completion Envelope Id: 161BA02D54D74D879AE16782D04E5641 Status: Completed Subject: Updated Executed Copy on Contract 7973 -- Supply of PVC Conduit, Fittings & Accessories Source Envelope: Document Pages: 40 Signatures: 0 Envelope Originator: Certificate Pages: 5 Initials: 0 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 6/10/2022 4:23:30 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Signed by link sent to crystal.westbrook@cityofdenton.com Using IP Address: 198.49.140.104 Sent: 6/10/2022 4:28:18 PM Viewed: 6/10/2022 4:28:28 PM Signed: 6/10/2022 4:30:00 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 6/10/2022 4:30:02 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Nathan Chan nathan.chan@techline-inc.com Senior Project Manager Techline, Inc. Security Level: Email, Account Authentication (None) Sent: 6/10/2022 4:30:02 PM Electronic Record and Signature Disclosure: Accepted: 5/23/2022 1:42:49 PM ID: 8aad6e1a-cd54-4bc8-90c0-88ad1e621230 Carbon Copy Events Status Timestamp Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) Sent: 6/10/2022 4:30:03 PM Electronic Record and Signature Disclosure: Accepted: 6/9/2022 4:03:09 PM ID: 8bea3f6c-8142-419d-8e57-3be1ae21625a City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/10/2022 4:30:03 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dustin Rolfe dustin.rolfe@cityofdenton.com Logistics Manager Security Level: Email, Account Authentication (None) Sent: 6/10/2022 4:30:03 PM Electronic Record and Signature Disclosure: Accepted: 5/23/2022 10:50:32 AM ID: c7d1257d-d66b-46ac-9629-836d7f978ef4 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/10/2022 4:28:18 PM Certified Delivered Security Checked 6/10/2022 4:28:28 PM Signing Complete Security Checked 6/10/2022 4:30:00 PM Completed Security Checked 6/10/2022 4:30:04 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. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Nathan Chan, Rosa Rios, Dustin Rolfe How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.