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Survey Landfill Cell 3-6146-Award/Ordinance/Pricing Docusign City Manager Approval Transmittal Coversheet File Name Purchasing Contact DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB 6146 Surveying Services for Cell 3 - Solid Waste File Rebecca Hunter Request for City Manager Approval of Purchase DATE: May 31, 2016 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Vance Kemler at 349-8044 ACM: Bryan Langley SUBJECT Approve a contract with Coleman & Associates Land Surveying, Denton, Texas, to provide professional surveying services associated with the construction of Cells 3B – 3D at the City’s Landfill in the amount of $86,630. (File 6146). BACKGROUND INFORMATION Coleman and Associates Land Surveying of Denton, Texas has provided the Solid Waste & Recycling Department with professional surveying services for several years. The landfill is required to perform annual surveys for utilization and data submittal to the Texas Commission of Environmental Quality (TCEQ) concerning landfill airspace utilization and other survey information as part of the operation of the facility. During years when cell construction is conducted Coleman & Associates has provided professional services in support and confirmation of the cell design and construction requirements. In addition, the Department utilizes Coleman & Associates Land surveying for other capital and construction projects that require the use of a State of Texas licensed land surveyor. Coleman & Associates were the site surveyors for the prior phase of construction (FY 2013), and are recommended by staff to provide surveying services for the Phase 3 cell construction to be initiated during the late summer and fall of the current calendar year. Surveying is necessary to determine cell construction elevations, to provide construction benchmarks, and to determine excavation volumes. In accordance with Texas Local Government Code 252.022, the procurement of professional services is exempt from the requirement of competition based selection. RECOMMENDATION Approve a contract with Coleman & Associates Land Surveying in the amount of $86,630. PRINCIPAL PLACE OF BUSINESS Denton, TX ESTIMATED SCHEDULE OF PROJECT Approximately six (6) months, prior to and ongoing during the cell construction process. DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB Request for City Manager Approval Page 2 CONTRACT ADMINISTRATOR Vance Kemler 940-349-8044 FISCAL INFORMATION Coleman and Associates Land Surveying is recommended by staff to provide City of Denton landfill surveying services in the amount of $86,630. Funding will be provided from solid waste cell construction job cost account number 660172595. Attachments: Exhibit 1 – Contract Exhibit 2 – PUB Minutes Requested by: Name: Vance Kemler Phone 940-349-8044 Requisition # 129183 Respectfully submitted: Purchasing Expenditure Approved: __________________________ City Manager or Designate __________________________ Date DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB 6/23/2016 STATE OF TEXAS § § COUNTY OF DENTON § PROFESSIONAL AND PERSONAL SERVICES AGREEMENT FOR SURVEYING SERVICES RELATING TO THE CITY OF DENTON SOLID WASTE DIVISION FILE 6146 THIS AGREEMENT is made and entered into on ____________________, 2016, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Texas 76201, hereinafter called “CITY”; and Coleman and Assoc. Land Surveying, with its offices at PO Box 686, Denton, Texas 76202, hereinafter called “CONSULTANT”; the CITY and CONSULTANT are acting herein, by and through their duly-authorized officials and representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually AGREE as follows: ARTICLE I ENGAGEMENT OF CONSULTANT The CITY hereby contracts with the CONSULTANT, as an independent contractor; and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional and personal services to be performed by CONSULTANT are in connection with the following described project (hereinafter referred to as the “Project”) and further detailed in Article II listed below: The project shall include without limitation, surveying services that are necessary, as described in the CONSULTANT’S Proposal to CITY dated April 11, 2016, outlined in Attachment “A” attached hereto and incorporated herewith by reference, to assist the CITY in providing Surveying Services; within the City of Denton, Texas ("Project"). ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform all those Basic Services as necessary, and as described in the CONSULTANT’S Proposal for Surveying Services for Cell 3, dated April 11, 2016, which is attached hereto and incorporated herewith by reference as Attachment “A”. B. If there is any conflict between the terms of this Agreement and the Attachment(s) to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the Attachment(s). DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB 6/23/2016 C. CONSULTANT shall keep CITY informed with a defined reporting system, and by personal meetings. All lines of communication shall remain open with both the CITY and the CONSULTANT, and any other referenced party. D. CONSULTANT shall be available for any unexpected issues that may arise after the completion of the contract requirements and statement of work. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the CITY in writing, which are not included in the above-described Basic Services, are described as follows: A. Assisting CITY or contractor in the defense 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. B. Any additional services not included in Basic Services. ARTICLE IV DURATION OF AGREEMENT and COMPLETION OF SERVICES This Agreement shall become effective upon execution of this Agreement by the CITY and the CONSULTANT and upon the issuance of a notice to proceed by the CITY, and shall remain in effect until successful completion of the Project, including Additional Services, if any, and any required extensions approved by the CITY, and acceptance by the CITY has been achieved. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. CONSULTANT’s work shall be completed in a timely manner. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the CITY, acting through its City Manager or his designee. 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. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the CITY agrees to pay, including reimbursement for direct non-labor expenses, not to exceed eighty-six thousand, six hundred thirty and no/100 ($86,630.00). Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the CITY 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. The CITY may withhold the final five percent (5%) of the contract amount until satisfactory completion of the Project. Nothing contained in this Article shall require the CITY 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 CITY 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 CITY for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the CITY. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the CITY. C. ADDITIONAL SERVICES: For additional services authorized in writing by the CITY in Article III hereinabove, the CONSULTANT, as stipulated in CONSULTANT’S “Pricing and Fees” to the CITY, attached hereto and incorporated herewith by reference as Attachment “A”, shall submit invoices for additional services and such invoices shall be due and payable upon submission by the CONSULTANT with CONSULTANT’s regular monthly statement as provided for hereinabove. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the CITY 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 increased by the rate of one percent (1%) per month, from and after the said thirtieth (30th) day, and, in addition, the CONSULTANT may, after giving seven (7) days written notice to the CITY, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the CITY to pay the late charge of one percent (1%) set forth herein if the CITY reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation.” E. CITY and CONSULTANT recognize that the scope of services and compensation under this Agreement are predicated upon (i) current audit requirements imposed by laws, regulations and professional standards relating to such services; (ii) expectations of reasonable cooperation with CONSULTANT by CITY pursuant to this Agreement; and DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB (iii) the absence of any irregularities or circumstances which might necessitate the extension of audit services beyond the normal scope of auditing services. F. Should (i) irregularities; (ii) the absence of such reasonable cooperation; (iii) increase in the level of services required under applicable laws, regulations or professional standards; or (iv) other unforeseen conditions be encountered which might necessitate the extension of auditing work beyond the scope of normal auditing procedures, CONSULTANT agrees to advise CITY promptly in writing of the circumstances and to request an equitable adjustment in the maximum fee before significant additional time is incurred by CONSULTANT. Any such requests for adjustments shall be in writing and shall contain an explanation of why the adjustments are necessary. G. CITY and CONSULTANT agree to negotiate in good faith to determine any equitable adjustment in the maximum fee, or fees for requested additional services. Should the CITY and the CONSULTANT be unable to agree upon an equitable adjustment within fourteen (14) days of a written request, or such other time period as agreed upon in writing by the CITY and the CONSULTANT, either party may, notwithstanding any other provision in this Agreement, terminate this Agreement upon thirty (30) days written notice to the other party. CITY shall be liable for time and expenses actually incurred by CONSULTANT except for any such additional time and expense which has been incurred as a result of the circumstances necessitating the adjustment. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the CITY 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 CITY 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 CITY’s use of these documents in other projects shall be at CITY’s sole risk and expense. In the event the CITY uses any of the information or materials developed pursuant to this 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. DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to CITY as an independent contractor, not as an employee of the CITY. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE IX INDEMNITY AGREEMENT CONSULTANT shall indemnify and save and hold harmless the CITY and its officers, 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 incurred by the CITY in each case solely for injury, death and physical damages to real or tangible personal property to the extent resulting from the negligent acts or omissions of the CONSULTANT or its officers, partners, agents, or employees in the execution, operation, or performance of this Agreement; except that the indemnity provided for in this Section shall not apply to any liability resulting from the sole negligence of CITY, its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both CONSULTANT and CITY, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas. As a condition to the foregoing indemnity obligation, CITY shall provide CONSULTANT with prompt notice of any claim for which indemnification shall be sought hereunder and shall cooperate in all reasonable respects with CONSULTANT in connection with any such claim. CONSULTANT shall be entitled to control the handling of any such claim, with full disclosure of any and all claims, and actions taken thereunder, to the CITY; and CONSULTANT shall be entitled to defend or settle any such claim, in its sole discretion, with counsel of its own choosing. 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 party’s 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 X INSURANCE Without limiting any of the other obligations or liabilities of the CONSULTANT, the CONSULTANT shall provide and maintain during the performance of the Services under this Agreement, and until the contracted work has been completed and accepted by the City of Denton, the minimum insurance coverage as indicated hereinafter. 1. During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 2. Comprehensive General Liability Insurance with bodily injury and property damage limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate. 3. Automobile Liability Insurance with combined single limit bodily injury and property damage of not less than $500,000 for each accident. 4. Consultant shall purchase and maintain Workers’ 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 Consultant shall comply with the provisions in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). 5. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 6. The CONSULTANT shall furnish insurance certificates or insurance policies at the CITY’s request to evidence such coverage’s. Except for workers’ compensation, employer’s liability, and professional liability policies, the above insurance policies shall name the CITY as an additional insured on all such policies. Such insurance shall not be canceled or the coverage reduced without thirty (30) days’ prior written notice (ten (10) days if for premium nonpayment) to CITY and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. Cancellation: City requires thirty (30) day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution 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. DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB ARTICLE XII 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 will be effected 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 nonperformance , and not less than thirty (30) 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 CITY within thirty (30) days after the date of termination. The CITY shall pay CONSULTANT for all services rendered and performed to the reasonable satisfaction of CITY and for reimbursable expenses incurred prior to the date of termination in accordance with the terms of this Agreement. Should the CITY subsequently contract with a new CONSULTANT for the continuation of services on the audit engagement, CONSULTANT shall reasonably cooperate in providing information in accordance with, and to the extent required by, applicable professional standards and subject to the terms of this Agreement. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT for delivery to CITY pursuant to this Agreement to the CITY on or before date of termination, provided that prior thereto, with respect to the documents such as working papers which are merely drafts and not necessarily appropriate for CITY’s use or reliance, the parties shall negotiate in good faith a non-disclosure agreement and/or release in a form satisfactory to both parties. CONSULTANT may maintain copies of such documents for file documentation. ARTICLE XIII SUBCONTRACTING Neither this Agreement, nor the services to be provided hereunder may be assigned or subcontracted without prior written approval of CITY. ARTICLE XIV RETENTION OF AND ACCESS TO RECORDS CONSULTANT agrees that CITY shall, until the expiration of five (5) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that CITY shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. CITY shall give CONSULTANT reasonable advance notice of intended audits. DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB ARTICLE XV RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the CITY 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 work; nor shall such approval be deemed to be an assumption of such responsibility by the CITY for any defect in the work prepared by the CONSULTANT, its employees, associates, agents, subcontractors and subconsultants. ARTICLE XVI NOTICES All legal notices and communications 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 addresses shown below, certified mail, return receipt requested, unless otherwise specified herein: To CONSULTANT: To CITY: William M. Coleman, R.P.L.S. City of Denton Coleman and Associates Land Surveying George Campbell PO Box 686 City Manager Denton, TX 76202 215 E. McKinney Denton, TX 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after the date of mailing. ARTICLE XVII ENTIRE AGREEMENT This Agreement, consisting of twelve (12) pages, Attachment A and Attachment B, constitutes the complete and final expression of the 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, understandings, and agreements which may have been made in connection with the subject matter of this Agreement. ARTICLE XVIII 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. DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB ARTICLE XIX 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 they may now read or hereinafter be amended. ARTICLE XX EMPLOYMENT PRACTICES / DISCRIMINATION PROHIBITED In performing the services required hereunder, CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. CONSULTANT agrees that in connection with the services to be provided to CITY hereunder that it will comply with all applicable laws and regulations regarding employment discrimination applicable to CONSULTANT. ARTICLE XXI PERSONNEL / CONFLICTS OF INTEREST A. CONSULTANT represents that it has or will secure at its own expense all professional and support personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, nor have any contractual relations with CITY. CONSULTANT shall inform the CITY of any conflict of interest under the Standards of Professional Appraisal Practice of the Appraisal Institute composed of the Uniform Standards of Professional Practice (USPAP), promulgated by the Appraisal Standards Board of The Appraisal Foundation that may be discovered or arise during the term of this Agreement. B. All services required hereunder will be performed by CONSULTANT. All personnel engaged in work shall have the necessary skills and experience, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XXII ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. ARTICLE XXIII MODIFICATION OR AMENDMENT 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 DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed; and, the parties further agree that the provisions of this section will not be waived unless as herein set forth. No amendment of this Agreement shall be valid unless in writing and signed by both parties. ARTICLE XXIV FORCE MAJEURE Notwithstanding any other provision in this Agreement, CONSULTANT shall not be liable or held responsible for any failure to perform or delays in performing its obligations under this Agreement, including but not limited to, the completion of the audit and issuance of its report thereon, which result from circumstances or causes beyond CONSULTANT’s reasonable control, including, without limitation, acts or omissions or the failure to cooperate pursuant to this Agreement by CITY (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), fire or casualty, act of God, strike or labor disputes, war or other violence, or any law, order or requirement of any governmental agency or authority. ARTICLE XXV MISCELLANEOUS A. The following Attachment(s) are attached to, incorporated herewith by reference, and made a part of this Agreement: Attachment A: Proposal for Surveying Services of Cell 3, dated April 11, 2016 Attachment B: City of Denton Conflict of Interest Questionnaire B. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be William M. Coleman, R.P.L.S. However, nothing herein shall limit CONSULTANT from using other 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 CITY. E. The CITY shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB 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. ARTICLE XXVI RIGHT TO AUDIT The CITY shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONSULTANT 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 ten (10) business days of written request. Further, the CONSULTANT 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 CITY 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 CITY 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 CONSULTANT 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 CITY’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. DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB IN WITNESS HEREOF, CITY and CONSULTANT have hereby executed this Agreement in three (3) original counterparts; the CITY acting by and through its duly-authorized Purchasing Agent; and the CONSULTANT acting by and through its duly-authorized, undersigned officer, on this date: _________________________________. “CITY” “CONSULTANT” CITY OF DENTON, TEXAS COLEMAN AND ASSOCIATES LAND SURVEYING By: _____________________________ By: ______________________________ George Campbell, AUTHORIZED SIGNATURE City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB 6/23/2016 Attachment A Coleman & Associates Land Surveying Proposal for Surveying Services for Cell 3 DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB Exhibit 2 DRAFT MINUTES 1 PUBLIC UTILITIES BOARD 2 May 23, 2016 3 4 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is 5 present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on 6 Monday, May 23, 2016 at 9:03 a.m. in the Service Center Training Room at the City of Service 7 Center, 901 A Texas Street, Denton, Texas. 8 9 Present: Chair Randy Robinson, Vice Chair Phil Gallivan, Barbara Russell, Lilia 10 Bynum, Charles Jackson, Brendan Carroll and Susan Parker 11 12 Absent: George Campbell, City Manager 13 14 Ex Officio Members: Howard Martin, ACM Utilities 15 16 OPEN MEETING 17 18 CONSENT AGENDA 19 20 A. PUB16-84 Consider a recommendation for Coleman & Associates Land Surveying, 21 Denton, Texas to provide professional surveying services associated with the 22 construction of Cells 3B – 3D at the City’s Landfill in the amount of $86,630. 23 (PSA 6146) 24 25 This item was pulled by Board Member Carroll with a question of what is cost plus, what is the 26 plus. Scott Lebsack, Business Development & Admin Dept. Mgr., stated that a quote was set for 27 certain scope of services. If work is required outside of the scope, they are available for an 28 additional charge. 29 30 There was a motion to approve this item by Board Member Carroll, with a second by 31 Board Member Russell. The vote was 7-0 approved. 32 33 Adjournment 11:28 p.m. 34 DocuSign Envelope ID: 81FC0EF7-BEFE-42C3-A8F7-A9E01691FBFB Certificate Of Completion Envelope Id: 81FC0EF7BEFE42C3A8F7A9E01691FBFB Status: Completed Subject: ****City Manager Approval - Docusign Item 6146 Coleman Surveying for City of Denton Landfill Cell 3 Source Envelope: Document Pages: 22 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 0 Rebecca Hunter AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 5/26/2016 3:13:24 PM Holder: Rebecca Hunter rebecca.hunter@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Rebecca Hunter rebecca.hunter@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 5/31/2016 11:01:10 AM Viewed: 5/31/2016 11:01:21 AM Signed: 5/31/2016 11:02:13 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Elton Brock elton.brock@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 5/31/2016 11:02:15 AM Viewed: 5/31/2016 1:30:54 PM Signed: 5/31/2016 1:31:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Wm. M. Coleman marc@colemansurveying.com Security Level: Email, Account Authentication (Optional) Using IP Address: 96.226.245.172 Sent: 5/31/2016 1:31:23 PM Resent: 6/16/2016 7:58:28 AM Resent: 6/20/2016 9:27:47 AM Viewed: 6/20/2016 2:25:52 PM Signed: 6/20/2016 2:27:18 PM Electronic Record and Signature Disclosure: Accepted: 6/20/2016 2:25:52 PM ID: 98bba49d-adc7-47d6-85fd-70e43d8af27c John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 6/20/2016 2:27:21 PM Viewed: 6/20/2016 2:37:16 PM Signed: 6/20/2016 2:37:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Signer Events Signature Timestamp George C. Campbell george.campbell@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 6/20/2016 2:37:52 PM Viewed: 6/23/2016 11:22:09 AM Signed: 6/23/2016 11:22:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 6/23/2016 11:22:31 AM Viewed: 6/23/2016 2:02:12 PM Signed: 6/23/2016 2:02:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: 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 Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 6/20/2016 2:27:21 PM Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 6/20/2016 2:27:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 6/23/2016 2:02:30 PM Viewed: 6/23/2016 2:09:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Sent: 6/23/2016 2:02:30 PM Viewed: 6/27/2016 7:30:38 AM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.Winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 6/23/2016 2:02:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott Lebsack scott.lebsack@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 6/23/2016 2:02:30 PM Viewed: 6/23/2016 2:10:26 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/23/2016 2:02:30 PM Certified Delivered Security Checked 6/23/2016 2:02:30 PM Signing Complete Security Checked 6/23/2016 2:02:30 PM Completed Security Checked 6/23/2016 2:02:30 PM 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. 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