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7620 - Contract Executed Docusign City Manager Approval Transmittal Coversheet File Name Purchasing Contact Piggy Back Option Contract Expiration DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 Cori Power N/A PSA 7620 Alternate Delivery Methods PSA no Revised 6/11 Request for City Manager Approval of Purchase DATE: January 15, 2021 DEPARTMENT: Materials Management ACM: David Gaines SUBJECT Consultative services under a Professional Services Agreement with Freese and Nichols, Inc. to select projects, train staff, and develop contract templates for collaborative project delivery methods in an amount not to exceed $96,963.00. BID/FILE INFORMATION The proposed Professional Services Agreement is segmented into two distinct phases. The first phase involves a detailed assessment of the City’s Capital Improvement Plan to develop recommendations for projects that are best suited for collaborative project delivery methods. The first phase also includes training on best practices while delivering projects using alternative methods. The second phase of the proposed agreement includes the development of standard contract templates, coaching City staff through the procurement process on the first pilot projects selected to deliver using alternative methodologies, and the development of City of Denton- specific best practices for project implementation. PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS) On December 14, 2020, Capital Projects staff submitted the attached solicitation exemption letter to Procurement & Compliance due to the unique qualifications of the Freese and Nichols team. Procurement & Compliance and the City Attorney’s Office have been heavily engaged in conversations with Freese and Nichols, Inc. on the proposed Professional Services Agreement as this is a matter of importance and impact to multiple City departments. RECOMMENDATION Award a Professional Services Agreement with Freese and Nichols, Inc. for consultative services for the development of contract documents, staff training, and assistance with implementation of alternative delivery methods for major infrastructure projects in the approved Capital Improvement Plan, in the not-to-exceed amount of $96,963.00. BASIS FOR SELECTION The proposed subject matter expert and project lead from Freese and Nichols, Chuck Wolf, is uniquely suited to provide consultative services to the City of Denton given his expertise with the early roll-out of the Construction Manager at Risk delivery method for construction projects in Arizona over a decade ago, his service as an adjunct faculty member at Texas A&M University focusing on maximizing collaborative delivery methods to ensure timely and efficient delivery of infrastructure projects, and his experience providing consultative services to other jurisdictions nationwide. DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 Revised 6/11 PRINCIPAL PLACE OF BUSINESS Freese and Nichols, Inc. 101 South Locust Street, Suite 2020 Denton, Texas 76201 STAFF ESTIMATE Staff time will not be charged to this project, work will be performed by departmental leadership. The City Attorney’s Office estimates needing an additional $40,000 for outside counsel to review draft contract templates as they are prepared. Capital Projects is working with Finance to identify the necessary funding as requested by the City Attorney’s Office. ESTIMATED SCHEDULE OF PROJECT • Phase 1: January 13 – April 6, 2021 o CIP Review and Initial Project Packaging o Gap Analysis o Staff Training Workshop • Phase 2: February 24 – October 5, 2021 o Procurement and Contracting Template Development Support o Coaching/Support to Procurement and Public Works Staff o Best Practices Documentation o Staff Training Workshop Note that staff may wish to consider a potential third phase for coaching through the implementation of projects. Staff will further discuss with the City Manager’s Office, Procurement and the City Attorney’s Office prior to making any decisions to further engage Freese and Nichols, Inc. for a potential third phase. CONTRACT ADMINISTRATOR Rachel Wood, Deputy Director of Capital Projects (940-349-7718), rachel.wood@cityofdenton.com) FISCAL INFORMATION Capital Projects Operating budget. Capital Projects is currently coordinating with Finance to identify necessary operating funds to cover the costs associated with this Professional Services Agreement and the companion outside counsel review request of the City Attorney’s Office. Attachments: • Professional Service Agreement . DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 Revised 6/11 Requested by: Name: Rachel Wood, Capital Projects Phone: 940-349-7718 Requisition#: 148600 Respectfully submitted: Purchasing Expenditure Approved: __________________________ City Manager or Designate __________________________ Date DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 1/18/2021 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 19 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7620 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Freese and Nichols, Inc., with its corporate office at 101 South Locust Street, Suite 202, Denton, Texas 76201, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Collaborative Project Delivery (CPD) Methods Advisory Services, as described in Exhibit A, which is attached hereto and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit A as if written word for word herein. DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 1/18/2021 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 19 B. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit A, which shall be attached to this Agreement and made a part hereof. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit A. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit A. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 19 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit A. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit A which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $96,963. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 19 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit A. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 19 Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 6 of 19 will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Freese and Nichols, Inc. City of Denton Scott A Cole, PE Purchasing Manager –File 7620 101 S. Locust Street, Suite 202 901B Texas Street Denton, Texas 76201 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 7 of 19 This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 8 of 19 and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – Consultant’s Scope of Services Offer, Project Schedule, and Rate Schedule Exhibit B – Consultant’s Insurance Requirements Exhibit C – Conflict of Interest Questionnaire What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be authorized. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 9 of 19 E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 10 of 19 Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 11 of 19 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CITY OF DENTON, TEXAS “OWNER” __________________________________ TODD HILEMAN, CITY MANAGER JENNIFER WALTERS, CITY SECRETARY By:______________________________ FREESE AND NICHOLS, INC. A TEXAS CORPORATION “CONSULTANT” __________________________________ BY: ITS: 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: D656ECF0-3C4E-40AD-B1A1-715E91062902 Scott Cole Vice President Rebecca Diviney Director of Capital Projects/City Engineer Capital Projects/Engineering 1/18/2021 101 S. Locust Street, Suite 202 + Denton, Texas 76201 + 940-220-4340 + FAX 817-735-7491 January 11, 2021 Ms. Rachel Wood Deputy Director of Capital Projects City of Denton, Texas 901-B Texas Street Denton, Texas 76209 Re: Proposal for Collaborative Project Delivery (CPD) Methods Advisory Services Dear Ms. Wood: Freese and Nichols is pleased to present this proposal to support your team in the assessment of your capital improvement program and in development of a CPD best practices training program. Dr. Chuck Wolf, D.Eng, PE, BCEE has provided similar services to municipalities and utilities in Texas and across the country. His personal experience competing for, delivering, and overseeing collaborative delivery projects will benefit you in tailoring industry best practices to help meet your objectives and needs, and in providing meaningful examples for training purposes. In addition to serving as a capital program consultant and project leader for Freese and Nichols, Chuck is also a professor in the Zachry Department of Civil and Environmental Engineering at Texas A&M and has worked with TxDOT to develop and deliver similar, high-quality training. Chuck will combine his 20+ years of collaborative delivery, teaching and public service experience to deliver you a set of best practices in the industry tailored just for you. The enclosed proposal includes a detailed scope of work outlining specific project tasks, deliverables, schedule, and compensation across three potential phases of services. Should you have any questions or require additional information, please feel free to contact Chuck at (832) 456-4741 or chuck.wolf@freese.com. Sincerely, Scott A. Cole, PE Vice President and Client Representative cc: Attachments www.freese.com Exhibit ADocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 1 of 7 CITY OF DENTON: COLLABORATIVE PROJECT DELIVERY (CPD) METHODS ADVISORY SERVICES SCOPE OF SERVICES PROPOSAL January 11, 2021 PROJECT UNDERSTANDING: The City of Denton is investigating the use of Collaborative Project Delivery (CPD) methods, particularly Construction Manager at Risk (CM@Risk) and Design-Build (DB), to provide improved certainty in its capital program. The advisory services outlined in this proposal provide the City with support through the evaluation of CPD methods for the City’s projects and procurement of an initial pilot project to establish the City’s best practices. Ultimately, the intent of these services is to build on the City’s success with CPD methods for vertical construction to provide a smooth and successful transition into the use of CPD methods for delivery of its public works projects. The advisory services included in this proposal are broken into two phases: 1) CIP Review and Staff CPD Approach Training and 2) CM@Risk Procurement and Contracting Support. A potential third phase for coaching support during CM@Risk Delivery is outline herein for future consideration, but it not anticipated at this time. In each phase, staff training on processes and best practices will be an integral component of the work. Training will be delivered in a manner that allows the training to be recorded for future use. Phase 1 considers CM@Risk and DB delivery applicability and best practices. As captured below, the second phase of the work is focused on CM@Risk delivery as this presents the best opportunity for standardization of documents and processes for the City at this time. Further, best practices developed for contractor selection and engagement in CM@Risk delivery will translate to DB delivery. However, DB procurement and delivery is typically more specialized than can be supported through the standardized approaches contemplated in these services. If a DB procurement is required, this will be reviewed separately. The first phase will concentrate on the following items: · Review the City’s Capital Improvement Plan (CIP) to provide initial recommendations on packaging of projects and CPD methods for projects that could benefit from CPD. · Review existing City of Denton contract documents and CPD practices to provide a gap analysis for CPD practices associated with public works related projects and for opportunities to improve processes across all delivery methods. · Capture recommendations and provide a 4-hour training session for City staff focused on general CPD project applicability and CPD best practices. The second phase will focus on the following items: · Work with Procurement and Compliance, Legal, Public Works and Utilities Departments to use Phase 1 recommendations to develop initial CM@Risk procurement templates and standard CM@Risk Pre-Construction Phase and Construction Phase Agreements. · Coach City staff through a pilot CM@Risk procurement · Work with departments to finalize procurement and contracting templates based on pilot procurement, document lessons learned, and develop City of Denton specific best practices. DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton CPD Advisory Services January 11, 2021 2 of 7 · Develop and deliver a 4-hour staff training on City of Denton procurement best practices for CM@Risk delivery. If determined to be necessary at a future date, the third phase of the work could address the following items: · Develop and reinforce City of Denton specific CPD delivery best practices through direct project team coaching. · Develop City of Denton specific best practice resources for use on future projects. · Provide a 4-hour staff training on City of Denton CM@Risk delivery best practices. Only Phase 1 and Phase 2 services are contemplated in this proposal. All effort will be billed on an hourly rate basis and coordinated monthly with the City. BASIC SERVICES PHASE 1. CIP Review and Staff CPD Approach Training Objective: The objectives of Phase 1 are to determine candidate projects for deployment of CPD approaches, provide a common, baseline understanding of CPD project applicability and use, and identify required tools for successful CPD implementation. Services: Services shall include the following: 1.1 Coordination: FNI will conduct a kickoff meeting with the City to review the scope, align on objectives for the Phase 1 review, and discuss City personnel to engage in the lessons learned/current practices reviews and training. FNI will prepare and deliver meeting minutes documenting the discussion items. FNI will also provide administration and coordination services associated with this effort for the duration of Phase 1 services. 1.2 CIP Review and Initial Project Packaging/Delivery Method Recommendations: FNI will review the City provided CIP documents (i.e., summary level project financials and detailed project worksheets capturing the scope, schedule and status of projects), and additional information provided by the City on projects currently in design or construction that may require a CPD review. The purpose of this review will be to 1) understand current project challenges, 2) develop an understanding of projects that could benefit from CPD approaches, 3) make recommendations for projects to deliver with CPD methods, and 4) provide packaging of the projects with consideration of CPD methods to optimize the use of those methods. This effort is anticipated to take at least 4 weeks to complete. A weekly, one-hour meeting with City staff is recommended to address any questions or follow-up items. At the conclusion of the review, a letter report summarizing the findings and recommendations will be provided to the City, and a meeting held with interested parties to review the recommendations. 1.3 Existing Approaches Gap Analysis: FNI will review existing contracts and solicitation documents used by the City as well as past project experiences to develop a rich understanding of best practices already implemented by the City and areas where additional best practices could be implemented to improve project delivery. This review will primarily focus on CPD methods, but traditional delivery approaches will also be reviewed for perspective. This analysis is anticipated to take approximately 4 weeks and DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton CPD Advisory Services January 11, 2021 3 of 7 will include review of existing documents and MS Teams interviews with staff experienced in using the documents and managing capital projects for the City. A letter report summarizing the findings and recommendations will be provided to the City, and a meeting held with interested parties to review the recommendations. 1.4 Staff Training Workshop: FNI will combine the outputs of Tasks 1.2 and 1.3 with existing training materials to develop a Denton specific CPD training workshop. This interactive 4- hour workshop will provide training on best practices in project selection, procurement, delivery and closeout of CPD projects with examples from professional experience, Denton past projects, and projects anticipated to use CPD in the Denton CIP. The workshop will not delve deeply into owner procurement or delivery requirements for CPD projects, but will establish a common, baseline understanding for use in future training workshops, project procurement, and project delivery under Phases 2 and 3. The workshop will also be recorded for later use and/or review by the City. Deliverables: Deliverables shall include the following: · CIP Review and CPD Project Packaging Recommendations Report and Meeting Materials · Existing Approaches Gap Analysis Report and Meeting Materials · Staff Training Workshop Materials PHASE 2. CM@Risk Procurement and Contracting Support Objective: The objectives of Phase 2 are to develop standardized templates for procurement and contracting with a CM@Risk Contractor, provide coaching to the City through a pilot CM@Risk procurement to develop a standardized approach, document that procurement and contracting approach, and provide training on the approach to City staff. Services: Services shall include the following: 2.1 Coordination: FNI will provide administration and coordination services associated with this effort for the duration of Phase 2 services. Compensation for 1.1 services is based on 6 months given the estimated schedule for Phase 2 services. 2.2 Procurement and Contract Templates Development Support: FNI will work with the City Attorney’s Office, Procurement and Compliance Department, and Public Works and Utilities CIP implementation teams to develop an initial set of procurement and contract templates for CM@Risk project delivery. While considered “final,” these templates will serve as pilot documents and will be updated in Task 2.4 after the Task 2.3 procurement. It is anticipated that four templates will be produced: 1) a single step CM@Risk qualifications-based RFP, 2) a two-step CM@Risk RFQ/RFP, 3) a pre-construction phase services CM@Risk contract template, and 4) a construction phase services CM@Risk contract template. The construction phase services template will be developed for conformity with the pre-construction phase services template, and can be adjusted based on feedback/input from selected CM@Risk partners to suit each project. Standard templates will be provided to the City for review, comment, and discussion. FNI will lead a virtual meeting to walk through the documents and the function of various elements, followed by a one-week review by the City. FNI will compile the City comments, adjust the documents accordingly and then conduct a follow-up meeting. It is anticipated that a second set of reviews/comment responses will be required to finalize the pilot DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton CPD Advisory Services January 11, 2021 4 of 7 documents. 2.3 Pilot Procurement and Contracting Support: FNI will support the City through a pilot CM@Risk procurement and contracting effort on a public works project. FNI will assist the City with coordination of the pre-proposal meeting, response to questions from respondents, review of proposals, structure of CM@Risk interviews, and final ranking of firms. It is best practice for the City to lead meetings, perform due diligence reviews (including reference checks), conduct interviews, and document rankings/ recommendations using existing processes and approaches. If adjustments to processes are required, FNI will assist the City as appropriate. FNI will also support the City through pre-construction phase services contracting for the pilot project. This effort is assumed to be focused on recommendations related to the appropriateness of CM@Risk contractors’ pre-construction phase services proposals and requested scope modifications. 2.4 Denton Specific Procurement and Contracting Best Practices Documentation: FNI will review the pilot CM@Risk procurement and contracting efforts, and make recommendations for the final City procurement and contracting templates. FNI will also capture processes and approaches utilized during the pilot procurement for use in training on CM@Risk selection and contracting. 2.5 Staff Training Workshop: FNI will use the information from Task 2.4 to develop an interactive, 4-hour training workshop on Denton specific Procurement and Contracting Best Practices. The workshop will also be recorded for later use and/or review by the City. Deliverables: Deliverables shall include the following: · Pilot CM@Risk Procurement Template (1-Step Qualifications Based RFP and a 2-Step RFQ/RFP) · Pilot CM@Risk Pre-Construction and Construction Phase Services Contract Templates · Procurement Process Flowchart · Miscellaneous Procurement and Contracting Support Items · Final CM@Risk Procurement and Contracting Templates · Staff Training Workshop Materials SCHEDULE A preliminary schedule for these services is attached to this proposal. A summary of the major schedule elements and assumptions is presented below, by phase: · Phase 1 deliverables are estimated to be completed within three months including presentation/training components. · Phase 2 has three sets of deliverables with different schedules depending on the City’s needs. First, the development of initial procurement and contracting templates are estimated to be completed within two months of the completion and agreement of the gap analysis in Phase 1. Second, the procurement support for the pilot CM@Risk project will be complete upon execution of the resulting contract. Third, finalization of templates, documentation of best practices and the training will be provided within 2 months of the completion of the procurement coaching efforts. In total, 7 to 8 months is estimated for Phase 2 services. DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton CPD Advisory Services January 11, 2021 5 of 7 DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton CPD Advisory Services January 11, 2021 6 of 7 COMPENSATION Compensation to FNI for Phase 1 and Phase 2 Basic Services shall be computed based on rate schedule below not exceed ninety-six thousand nine hundred sixty-three dollars ($96,963) unless authorized in writing. The attached template provides a breakdown of the estimated cost by task. Phase 1: CIP Review and Staff CPD Approach Training Total 1.1 Coordination $4,580 1.2 CIP Review and Initial Project Packaging/Delivery Method Recommendations $13,090 1.3 Existing Approaches Gap Analysis $10,874 1.4 Staff Training Workshop $11,925 Phase 1: $40,469 Phase 2: CM@Risk CPD Procurement and Contracting Support Total 2.1 Coordination $4,590 2.2 Procurement and Contracting Templates Development Support $13,884 2.3 Pilot Procurement and Contracting Support $18,359 2.4 Denton Specific Procurement and Contracting Best Practices Documentation $7,736 2.5 Staff Training Workshop $11,925 Phase 2: $56,494 Total: $96,963 Preliminary Staffing Assignment: Rate Schedule Chuck Wolf Subject Matter Expert $253/hr Brent Anderson Program Manager 2 $221/hr Giancarlo Patino Professional 4 $190/hr Reimbursable Expenses 1.1 Mileage $0.56/mi DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton CPD Advisory Services January 11, 2021 7 of 7 Potential Future Services PHASE 3. CM@Risk Delivery Coaching Support (Informational Purposes Only, Not Incorporated in this Proposal) Objective: If requested in the future, FNI can provide Phase 3 advisory services with the primary objective to help the City institutionalize best practices in the delivery of CM@Risk projects. Ideally, this would be accomplished through coaching on the design and construction execution of the project that served as the procurement and contracting pilot (although additional or different projects could be used). Best practices and lessons learned would be captured and incorporated into project delivery best practices training. Services: Services shall include the following: 3.1 Coordination: FNI would provide administration and coordination services associated with this effort for the duration of Phase 3 services. 3.2 Project Delivery Coaching: FNI would support the City with coaching on CM@Risk oversight. For the design phase of each project, coaching will focus on City leadership of the project kickoff (or CM@Risk kickoff if the project is underway), monthly project meeting expectations, and review of required submittal materials and project team collaboration. Typically, this is a consistent bi-weekly to monthly engagement to support City staff. During construction, coaching is typically a monthly effort with as-needed availability for special conditions or challenges. 3.3 Denton Specific Delivery Best Practices Documentation: FNI would review the CM@Risk projects and provide City specific best practices for use in training on CM@Risk project management. 3.4 Staff Training Workshop – CM@Risk Delivery Best Practices: FNI would use the best practices documented in 3.3 to develop a Denton specific CM@Risk Delivery Training Workshop. This interactive 4-hour workshop would provide training specific to Denton with lessons learned from the pilot projects and focus on best practices in project delivery and closeout. The workshop would also be recorded for later use by the City. Deliverables: Deliverables would include the following: · Miscellaneous Project Delivery Support Items · Staff Training Workshop Materials Schedule and Compensation: If Phase 3 services are determined by the City to be warranted at a future date, the schedule and compensation for the services will be tailored specifically to the needs of the projects selected for coaching. DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 Freese and Nichols, Inc.City of Denton, TXProject Fee SummaryCPD Advisory Services - Phase 11/11/2020Detailed Cost BreakdownTasksLaborTotalChuck Wolf Brent Anderson Giancarlo PatinoSME PgMEngineer V$253 $221 $1900001CIP Review and Staff CPD Approach Training-$ -$ -$ -$ 1.1Coordination612184,170$ 410$ -$ 4,580$ 1.2CIP Review and Initial Project Packaging/Delivery Method Recommendations40845212,648$ 442$ -$ 13,090$ 1.3Existing Approaches Gap Analysis32484410,500$ 374$ -$ 10,874$ 1.4Staff Training Workshop - CPD Applicability and Best Practices324124811,260$ 665$ -$ 11,925$ -$ -$ -$ -$ 0002CM@Risk Procurement and Contracting Support-$ -$ -$ -$ 2.1Coordination20204,420$ 170$ -$ 4,590$ 2.2Procurement and Contract Templates Development Support40885613,408$ 476$ -$ 13,884$ 2.3Pilot Procurement and Contracting Support4016207617,456$ 903$ -$ 18,359$ 2.4Denton Specific Procurement and Contracting Best Practices Documentation2048327,464$ 272$ -$ 7,736$ 2.5Staff Training Workshop - CM@Risk Procurement and Contracting Best Practices 324124811,260$ 665$ -$ 11,925$ -$ -$ -$ -$ 242 80 72 - 394 $ 61,226 $ 17,680 $ 13,680 $ - 92,586$ 4,377$ -$ 96,963$ Basic Services96,963$ Special Services-$ Phase TaskBasic or SpecialTotal Project96,963$ Task DescriptionTotal HoursTotal Labor EffortTotal Expense EffortTotal Sub EffortTotal EffortTotal Hours / QuantityTotal Effort1 of 1C:\Users\03941\OneDrive - Freese and Nichols, Inc\Documents\Book11/11/2021DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 12 of 19 Exhibit B CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. • Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 13 of 19 • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. • That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. • Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 14 of 19 used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned, hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 15 of 19 [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 16 of 19 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 17 of 19 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 City of Denton, Texas Contract 7620 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 18 of 19 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7) Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: D656ECF0-3C4E-40AD-B1A1-715E91062902 C Freese and Nichols, Inc. N/A 1/17/2021 X N/A Certificate Of Completion Envelope Id: D656ECF03C4E40ADB1A1715E91062902 Status: Completed Subject: ****City Manager Approval ******Docusign Item 7620 Alternate Delivery Methods PSA Source Envelope: Document Pages: 32 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 0 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 1/12/2021 7:17:34 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/15/2021 5:39:34 PM Viewed: 1/15/2021 5:39:44 PM Signed: 1/15/2021 5:41:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 1/15/2021 5:41:39 PM Viewed: 1/16/2021 5:34:20 PM Signed: 1/16/2021 5:36:05 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Cole sac@freese.com Vice President Freese and Nichols, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 97.75.108.6 Sent: 1/16/2021 5:36:06 PM Viewed: 1/17/2021 12:15:30 PM Signed: 1/17/2021 12:21:24 PM Electronic Record and Signature Disclosure: Accepted: 1/17/2021 12:15:30 PM ID: a862a88e-bf9b-4de3-a398-521540077962 Rebecca Diviney Rebecca.Diviney@cityofdenton.com Director of Capital Projects/City Engineer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.222.28.222 Sent: 1/17/2021 12:21:26 PM Viewed: 1/18/2021 7:17:13 AM Signed: 1/18/2021 7:17:42 AM Electronic Record and Signature Disclosure: Accepted: 1/18/2021 7:17:13 AM ID: 75f0529e-481d-41ae-80cd-8174296fdf9a Signer Events Signature Timestamp Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.184.114.73 Sent: 1/18/2021 7:17:44 AM Viewed: 1/18/2021 7:19:08 AM Signed: 1/18/2021 7:19:17 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 1/15/2021 5:41:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rachel Wood Rachel.Wood@cityofdenton.com Deputy Director of Facilitation City of Denton Security Level: Email, Account Authentication (None) Sent: 1/18/2021 7:19:19 AM Viewed: 1/18/2021 1:29:17 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 1/18/2021 7:19:20 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/15/2021 5:39:34 PM Certified Delivered Security Checked 1/18/2021 7:19:08 AM Signing Complete Security Checked 1/18/2021 7:19:17 AM Completed Security Checked 1/18/2021 7:19:20 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. 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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 Cole, Rebecca Diviney, Todd Hileman How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.