6586 Drainage & Transportation Criteria Manual Update executed contract
Docusign City Manager Approval Transmittal Coversheet
File Name
Purchasing Contact
Contract Value
Piggy Back Option
Contract Expiration
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
6586
Drainage & Transportation Criteria Manual Update
no
$96,700
upon completion
PSA
Rebecca Hunter
Revised 6/17
Request for City Manager Approval of Purchase
DATE: September 15, 2017 Questions concerning this
acquisition may be directed
DEPARTMENT: Capital Projects to Galen Gillum 349-7656.
ACM: Mario Canizares
SUBJECT
Approve the purchase of Engineering Services from Teague Nall and Perkins, Inc. for
Drainage and Transportation Criteria Manuals Update in the not-to-exceed amount of
$96,700 (File 6586).
FILE INFORMATION
See attached contract and proposal.
PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS)
None.
RECOMMENDATION
Award P.O. in the amount of $96,700 ($96,200 fixed fee, plus reimbursement of direct expenses
of up to $500) to Teague Nall & Perkins, Inc., Denton, TX, based on attached Fee, Scope and
Schedule Proposal.
Consulting engineering firm selected based on ranking of evaluations of five (5) responses by a
City Capital Projects Dept. staff committee of four (4) to a Request for Proposals (RFP) sent to
six (6) North Central Texas consulting engineering firms (1 firm did not respond).
BASIS FOR SELECTION
Consulting engineering services; bidding not permitted by state law. Top ranked firm selected
based on City staff committee evaluation of responses received to RFP.
PRINCIPAL PLACE OF BUSINESS (Required)
Teague Nall & Perkins, Inc.
1517 Centre Place Dr., Suite 320
Denton, Texas 76205
ESTIMATED SCHEDULE OF PROJECT
Attached. September 15, 2017 kick off meeting / March 15, 2017 final documents to City
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Revised 6/17
Request for City Manager Approval
Page 2
CONTRACT ADMINISTRATOR
Galen Gillum, Director of Capital Projects
FISCAL INFORMATION (Required)
Charge to Project No. 250069444
Attachments:
Contract - Consultant’s Proposal with Schedule
Proposal Evaluation
Requested by:
Galen Gillum
x7656
Requisition# 135690
Respectfully submitted:
Purchasing
Expenditure Approved:
__________________________
City Manager or Designate
__________________________
Date
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
9/15/2017
Contract 6586 Page 1
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
CONTRACT 6523
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 munici pal corporation, with its principal office at 215 East
McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Teague Nall and
Perkins, Inc., with its corporate office at 1517 Centre Place Drive, Suite 320, Denton, Texas 76205,
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 pr ofessional services set out herein
are in connection with the following described project:
The Project shall include, without limitation, a licensed Texas engineer, as an independent contractor.
The CONSULTANT hereby agrees to perform the services in conjunction with the following projects as
described in Attachment B, which is attached hereto and incorporated herein (the “Project”).
Drainage and Transportation Criteria Manuals Update
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
9/15/2017
Contract 6586 Page 2
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
The CONSULTANT shall perform all those services as necessary and as des cribed in the OWNER’s
Contract 6586 – Drainage and Transportation Criteria Manuals Update, which is attached hereto and
made a part hereof Attachment B as if written word for word herein.
A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto
and made a part hereof as Attachment B as if written word for word herein.
B. CONSULTANT shall perform all those services set forth in individual task orders, as described in
Attachment B, 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 attachments 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
Attachment C.
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 Attachment 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: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 3
ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT.
CONSULTANT will provide services from the date of execution and shall automatically expire upon
completion of the work or receipt of the materials, and acceptance by the City of Denton.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of
others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the
CONSULTANT for supplies, transportation and equipment, travel, communications,
subsistence, and lodging away from home, and similar incidental expenses in connection with
that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by
the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail shown in
Attachment 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 $96,700.
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.
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
Attachment C. 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.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 4
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 thirt y 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
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: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 5
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 the
following insurance with an insurance company licensed to do business in 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:
A. Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for
each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not
less than $100,000 for each occurrence and not less than $100,000 in the aggregate.
B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and
not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for
each accident.
C. Worker’s Compensation Insurance in accordance with statutory requirements, and Employers’ Liability
Insurance with limits of not less than $100,000 for each accident.
D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
E. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER’s request
to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the
OWNER as an additional insured. CONSULTANT shall endeavor to provide OWNER with any
cancellation or modification to its insurance policies.
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
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 6
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 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.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 7
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:
Teague Nall and Perkins, Inc. City of Denton
Gary L. Vickery, P.E. Rebecca Hunter, CPPB
Principal Assistant Purchasing Manager –File 6586
1517 Centre Place Drive, Suite 320 901B Texas Street
Denton, TX 76205 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
This Agreement and related exhibits constitute the complete and final expression of this Agreement o f
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 expressi ng 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.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 8
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 ance stry, 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, 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:
Attachment A – The Design Professional’s Pricing Proposal
Attachment B – Itemized Scope of Services
Attachment C – Schedule of Rates
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
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 9
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 Gary L. Vickery, P.E., CFM, Niraj Acharya, P.E., CFM and Mark G. Thomas, P.E., P.G. 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.
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 wa y affect the
substantive terms or conditions of this Agreement.
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 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 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
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 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 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
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 10
files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed
document.
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agr eement 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
__________________________________
TODD HILEMAN, CITY MANAGER
JENNIFER WALTERS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY: __________________________________
TEAGUE NALL & PERKINS, INC.,
A TEXAS CORPORATION
“CONSULTANT”
__________________________________
BY: GARY L. VICKERY, P.E.
ITS: PRINCIPAL
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
9/15/2017
Contract 6586 Page 11
CITY OF DENTON
GENERAL CONDITIONS
TO
AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES
ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES
1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the “Agreement”) and proposal (the “Proposal”) to which these
General Conditions are attached) performed by the Architect or Engineer (hereinafter called the “Design Professional”) or Design Professional's employees and consultants as
enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the “Services”).
1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily
exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely
actions (the “Degree of Care”). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project.
Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project
proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project.
Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any
adjustments to this schedule shall be mutually acceptable to both parties.
ARTICLE 2 SCOPE OF BASIC SERVICES
2.1 BASIC SERVICES DEFINED The Design Professional’s Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include
without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of
Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the
requirements for the Project.
2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in
terms of the other, subject to the limitations set forth in Subsection 5.2.1.
2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner,
Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall
contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations.
2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and
which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the
commencement to the completion of construction.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design
Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and
character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply
with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the
Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project.
2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described
in Section 2.2.5.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget
authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting
forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations.
2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the
Conditions of the contract, and the form of Agreement between the Owner and contractor.
2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements
or general market conditions.
2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental
authorities having jurisdiction over the Project.
2.5 CONSTRUCTION CONTRACT PROCUREMENT
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 12
2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost,
shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without
limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in
the sole discretion of the Owner.
2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable
Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction
Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed
the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs.
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract
for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2.
2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the administration
shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be
amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the
Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise
provided in the Agreement.
2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written
agreement of the Owner and Design Professional.
2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from
time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the
Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument.
2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while
construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner
indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to
each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall
exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any
subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall
promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or
payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the
Owner's rights hereunder.
2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or
failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis-
sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any
other persons performing portions of the work.
2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress.
2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor
shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional.
2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional
shall review and certify the amounts due the Contractor.
2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional 's observations at the site as
provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the
quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor-
rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a
representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that
the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor
has used money previously paid on account of the Contract Sum.
2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design
Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require
additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or
completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise
to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons
performing portions of the work.
2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and
Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when
completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no
delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to
permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions
and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the
responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions
or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's
approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 13
of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the
materials, systems or equipment will meet the performance criteria required by the Contract Documents.
2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by
the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may
authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent
of the Contract Documents.
2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if
requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related
documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the
requirements of the Contract Documents.
2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements
of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable
promptness and within any time limits agreed upon.
2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall
be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance
by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this
Agreement and in the absence of negligence.
2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and
Contractor relating to the execution or progress of the work as provided in the Contract Documents.
2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages
caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any
rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder.
2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during
the Construction Phase.
ARTICLE 3 ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the
Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if
authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond
the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written
approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional
shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if
they are not required due to the negligence or fault of Design Professional.
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project
Representatives to assist in carrying out such additional on-site responsibilities.
3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as
agreed by the Owner and Design Professional.
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are:
1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's
program or Project budget;
2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or
3. due to changes required as a result of the Owner's failure to render decision in a timely manner.
3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except
for services required under Subsection 2.5.2.
3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and
Construction Change Directives.
3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with
the replacement of such work.
3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance
of either the Owner or Contractor under the Contract for Construction.
3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 14
3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto.
3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection
with bidding or construction prior to the completion of the Construction Documents Phase.
3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are
caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the
Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concurrent negligence of the Owner shall not limit the Design Professional’s obligations under this Subsection 3.3.9.
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing financial feasibility or other special studies.
3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites.
3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the
Project.
3.4.4 Providing services relative to future facilities, systems and equipment.
3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof.
3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner.
3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with
construction performed and equipment supplied by the Owner.
3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor.
3.4.9 Providing analyses of operating and maintenance costs.
3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities.
3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals,
training personnel for operation and maintenance and consultation during operation.
3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related
equipment.
3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty
period of the Contract for Construction.
3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of
Basic Services.
3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural
practice.
3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con-
struction based on marked-up prints, drawings and other data furnished by the Contractor to the Design Professional.
3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are
caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the
Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concurrent negligence of the Owner shall not limit the Design Professional’s obligations under this Subsection 3.4.18.
ARTICLE 4 OWNER'S RESPONSIBILITIES
4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design
constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci-
fically described in Subsection 2.2.1.
4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies
related to all of these costs.
4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this
Agreement.
4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall
render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential
progress of the Design Professional's services.
4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written
legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and
structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations,
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 15
dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both
public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark.
4.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may
include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re-
sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations.
4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design
Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services.
4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials,
and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents.
4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the
Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on
behalf of the Owner.
4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design
Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional.
4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with
the Contract Documents.
4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and
shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require
knowledge or services beyond the scope of the Agreement.
ARTICLE 5 CONSTRUCTION COST
5.1 CONSTRUCTION COST DEFINED
5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional.
5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or
specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con-
tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction.
5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way,
financing or other costs which are the responsibility of the Owner as provided in Article 4.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design
Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither
the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over
competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary
from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional.
5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless
such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted
to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be
included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the
Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract
for Construction.
5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project
budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission
of the Construction Documents to the Owner and the date on which proposals are sought.
ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS
6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall
become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such
documents are intended only be applicable to this Project, and Owner’s use of such 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 the Agreement in another project or for other purposes than are specified in the Agreement, the Design
Professional is released from any and all liability relating to their use in that project
6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication
in derogation of the Design Professional's reserved rights.
ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT
7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the
terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days
prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional’s receipt of such
notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 16
amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the
Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation
of services on the Project, Design Professional shall cooperate in providing information.
7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to
notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption
and resumption of the Design Professional's services.
7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently
abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written
notice.
7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non-
performance and cause for termination.
7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design
Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement.
7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to
termination.
ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL
8.1 DIRECT PERSONNEL EXPENSE
8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their
mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays,
vacations, pensions and similar contributions and benefits.
8.2 REIMBURSABLE EXPENSES
8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and
Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses.
8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications;
and fees paid for securing approval of authorities having jurisdiction over the Project.
8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings,
Specifications and other documents.
8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates.
8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.
8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project.
8.2.1.6 Other expenses that are approved in advance in writing by the Owner.
8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the
basis set forth in Section 2 of the Agreement and the schedule of work.
8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any
services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement.
8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for
those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the
Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed
estimate of Construction Cost for such portions of the Project.
8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the
presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred.
8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, damages or other sums withheld from
payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible.
8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of
Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and
copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is
later.
ARTICLE 9 INDEMNITY
9.1 The Design Professional shall indemnify and save and hold harmless the Owner 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 b y the Owner, and including, without
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 17
limitation, damages for bodily and personal injury, death and property damage, resulting from t he negligent acts or omissions of the Design Professional or its officers,
shareholders, agents, or employees in the performance of the Agreement.
9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the 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 the Agreement, including the defense of governmental immunity, which
defenses are hereby expressly reserved.
ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with a n
insurance company licensed or authorized to do business in 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:
10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not l ess than $2,000,000 in the aggregate,
and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate.
10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property
damage limits of not less than $100,000 for each accident.
10.3 Worker’s Compensation Insurance in accordance with statutory requirements, and Employers’ Liability Insurance with limits of not less than $100,000 for each
accident including occupational disease.
10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time
of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers’
Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or
modified without thirty (30) days’ prior written notice to Owner and Design Professional. In suc h event, the Design Professional shall, prior to the effective date of the
change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10.
ARTICLE 11 MISCELLANEOUS PROVISIONS
11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County,
Texas.
11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to
the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its
interests in the Agreement without the written consent of the Owner.
11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the
Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or
agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the
Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is
reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized,
such documents shall be given priority in the following order:
1. The executed Agreement
2. Attachments referenced in Section 3 of the Agreement other than the Proposal
3. These General Provisions
4. The Proposal
11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design
Professional.
11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs
of the exterior and interior, among the Design Professional’s promotional and professional materials. The Design Professional's materials shall not include the Owner's
confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi-
dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project.
11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its emplo yees, 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 Design Professional, its employees, subcontractors, agents, and consultants.
11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by de positing
same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receip t requested, unless otherwise specified herein.
All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing.
11.8 If any provision of the 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 the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shal l reform the 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.
11.9 The Design Professional 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 during the term of this Agreement.
11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any pers on on the basis of race, color, religion, sex,
national origin or ancestry, age, or physical handicap.
11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or c onditions of the Agreement.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 18
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 t he 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:
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
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 19
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 addition ally
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
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.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 20
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).
[ ] 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 insura nce
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 sa me 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.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 21
[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: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 22
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: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 23
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;
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
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Contract 6586 Page 24
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: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Attachment A– Page 1
ATT ACHM ENT ‘A’
SCHEDULE OF FEES
Drainage and Transportation Criteria Manuals Update
CITY OF DENTON
A. BASIC SERVICES:
For work perf ormed by the CONSULTANT within the scope identified in ATTACHMENT
B, Itemized Scope of Services, the CONSULTANT will be reimbursed as described
below:
1. Labor
The following fixed fees shall be paid to the CONSULTANT for labor involved in
the various items of work within the scope of Basic Services identified in
ATTACHMENT B:
Drainage Criteria Manual $ 51,700
Transportation Criteria Manual $ 44,500
Subtotal $ 96,200
2. Direct Expenses
Direct Expenses such as printing, reproductions, delivery/courier services, etc.
will be reimbursed to the CONSULTANT at his direct invoice expense with a not-
to-exceed amount of:
3. Total Fee f or Basic Services
$ 500
TOTAL (B ASIC SERVICES) $ 96,700
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Attachment A– Page 2
B. ADDITION AL SERVICES:
W ork performed by the CONSULTANT outside that scope identified in ATTACHMENT
B, Scope of Basic Services, shall be considered Additional Services. No Additional
Services are anticipated for this project. The CONSULTANT will be reimbursed for
Additional Services, should they be requested, as described below:
1. Labor
CONSULTANT shall be reimbursed on the basis of negotiated fees for each item
of service provided, as mutually agreed to by the CONSULTANT and CITY.
2. Direct Expenses
Direct Expenses such as printing, reproductions, delivery/courier services, etc.
will be reimbursed to the CONSULTANT at his direct invoice expense.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Attachm ent B - Page 1 of 4
ATTACHMENT 'B' ITEMIZED
SCOPE OF SERVICES
Drainage and Transportation Criteria Manuals Update
CITY OF DENTON
BASIC SERVICES
Project Description
The scope set forth herein defines the work to be performed by the CONSULTANT in completing
the project. Both the CITY and CONSULTANT have attempted to clearly define the work to be
performed and address the needs of the Project.
The primary scope of the work will be to update the City of Denton Drainage Design Criteria
Manual and the Transportation Criteria Manual. Because these manuals are interrelated to
portions of the Denton Development Code (DDC), the Consultant will coordinate with the team
that is updating the DDC and suggest changes identified as part of the Manual update, but will
not actually be a part of revising the DDC. Similarly, suggestions may be made for
changes to construction specifications (the City-adopted amendments to the North Central Texas
Council of Governments (NCTCOG) Standard Construction Specifications and the City’s Standard
Details.
The intent of this effort will be to update the referenced manuals to remove inconsistencies, clarify
intent, upgrade standards where appropriate, and incorporate the accumulated knowledge of the
City staff that implements these manuals on a daily basis. This will include significant coordination
with City staff, compilation of information from a variety of sources, and editing of the existing
criteria manuals to incorporate the recommended changes.
The Consultant will designate a specific engineer as the project manager for each of the Criteria
Manuals. Gary L. Vickery, P.E., CFM will serve as the project manager for the Drainage Criteria
Manual update, and Robin Harris, P.E. will serve as the project manager for the Transportation
Criteria Manual update.
Scope of Basic Services
The scope of this work is described as follows:
A. Design Meetings
1. The CONSULTANT will conduct a project kickoff meeting with the City Engineer and
other designated staff to clarif y responsibilities and to review the project schedule.
2. The CONSULTANT will meet regularly as needed with the City of Denton staff
during the development of the manual updates, including a number of workshops as
identif ied below.
3. Specif ically, the CONSULTANT will meet with the City Engineer or his designee on a weekly basis to discuss progress and discuss proposed changes to the manuals. Up to twelve such meetings are assumed for each manual.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Attachm ent B - Page 2 of 4
B. Drainage Criteria Manual Update Process
a. The Consultant will begin by obtaining the current manual, whether in MS W ord or in pdf
format (in which case it will be converted to MS W ord format) from the City. The
Consultant will prepare the updates in MS W ord, and will mark all recommended
changes using the Track Changes feature.
b. The Consultant will review the existing Drainage Criteria Manual, Subchapter 19 of the
Denton Development Code (DDC), the North Texas Council of Governments iSW M
Manual, the Denton Downtown Improvement Plan (DTIP), Denton’s FEMA
Community Rating System Goals, and the Flood Prevention and Protection Ordinance
and will identify inconsistencies and items that lack clarity.
c. The Consultant will facilitate a series of workshops to discuss implementation issues
identif ied by the staff. W e anticipate two workshops with City Staff due to the large
number of staff members whose input is needed. Each workshop will include specifically
invited staff members, recommended by the CONSULTANT and approved by the City
Engineer or his designee. In general, each staff member will be asked to attend one
of the two workshops, not both.
i. Designated attendees will be asked in advance to provide a list of known
issues and/or suggestions for the manuals, based on their experiences with
implementing the manuals.
ii. The Consultant will lead the workshop discussions, seeking input and suggestions
from the staff.
d. The Consultant will compile the suggestions generated at the workshops, and incorporate
them, along with Consultant suggestions, into the Manual. These suggested changes
will be reviewed regularly with the City Engineer or his designee and a draft updated
Manual prepared. The Consultant will review the manuals of other local municipalities to
assist with resolution of problem areas, and will scan those other manuals to identify
issues that are not addressed in the City of Denton manuals.
e. The Consultant will meet up to two times with Clarion, the consultant who is working on
updating the DDC and will coordinate efforts with them. It is expected that there will be
changes recommended to the DDC, and possibly items removed from the DDC that
may belong in the Criteria Manual. The Consultant will review Clarion recommendations
in that regard, and incorporate the necessary changes to the Criteria Manual.
f. Another workshop with City Staff will be held, at which time the Consultant will
present the proposed updates to the staff for comment. Prior to the workshop, the
Consultant will provide a draft of the changes to staff for review.
g. Based on comments at the third workshop, the Consultant will refine the draft for
presentation to the Planning & Zoning Commission. The presentation to the
Commission will be made by City Staff, with support from the Consultant.
h. The Consultant will provide a final draft for distribution for public comment.
i. The Consultant will attend a workshop of interested members of the public to receive
comments, and will review those comments with the City Engineer and/or his designees.
j. Input from the public comment period will be incorporated into the draft and will be
provided to the City Engineer as a f inal document for approval.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Attachm ent B - Page 3 of 4
C. Transportation Criteria Manual Update Process
a. The Consultant will begin by obtaining the current manual, whether in MS W ord or in pdf
format (in which case it will be converted to MS W ord format) from the City. The
consultant will prepare the updates in MS W ord, and will mark all recommended
changes using the Track Changes feature.
b. The Consultant will review the existing Transportation Criteria Manual, Subchapter
20 of the DDC (including both Vehicular and Pedestrian/Bicycle standards), the City of
Denton Mobility Plan (including both Vehicular and Pedestrian/Bicycle Components),
the 2030 Denton Plan, the Proposed Accessibility Guidelines for Pedestrian
Facilities in the Public Right-of-W ay (PROW AG), Texas Accessibility Standards
(TAS) and the Texas Manual on Uniform Traffic Control Devices (TMUTCD) and will
identif y inconsistencies and items that lack clarity. Context Sensitive Design and
Complete Streets Concepts previously adopted by the City will be incorporated into the
Manual revisions as appropriate.
c. The Consultant will facilitate a series of workshops to discuss implementation issues
identified by the staff. W e anticipate two workshops with City Staff due to the large
number of staff members whose input is needed. Each workshop will include
specifically invited staff members, recommended by the CONSULTANT and approved
by the City Engineer. In general, each staff member will be asked to attend one of
the two workshops, but generally not both.
i. Designated attendees will be asked in advance to provide a list of known
issues and/or suggestions for the manuals, based on their experiences with
implementing the manuals.
ii. The Consultant will lead the workshop discussions, seeking input and suggestions
from the staff.
d. The Consultant will compile the suggestions generated at the workshops, and
incorporate them with Consultant suggestions into the Manual. These suggested
changes will be reviewed regularly with the City Engineer and a draft updated Manual
prepared. The Consultant will review the manuals of other local municipalities to assist
with resolution of problem areas, and will scan those other manuals to identify issues
that are not addressed in the City of Denton Manuals.
e. The Consultant will meet up to two times with Clarion, the consultant who is working on
updating the DDC and will coordinate efforts with them. It is expected that there will be
changes recommended to the DDC, and possibly items removed from the DDC that
may belong in the Criteria Manual. The Consultant will review Clarion recommendations
in that regard, and incorporate the necessary changes to the Criteria Manual.
f. Another workshop with City Staff will be held, at which time the Consultant will
present the proposed updates to the staff for comment. Prior to the workshop, the
Consultant will provide a draft of the changes to staff for review.
g. Based on comments at the third workshop, the Consultant will refine the draft for
presentation to the Planning & Zoning Commission. The presentation to the
Commission will be by City Staff with support from the Consultant.
h. The Consultant will provide a f inal draft f or distribution for public comment.
i. The Consultant will attend a workshop of interested members of the public to receive
comments, and will review those comments with the City Engineer and/or his designees.
j. Input from the public comment period will be incorporated into the draft and will be
provided to the City Engineer as a final document for approval.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Attachm ent B - Page 4 of 4
Deliverables
• Draft amendments to the Manuals and Summary of Major Changes
Draft recommended changes to other City documents. These recommendations will only
be general recommendations.
Final amended Manuals in in MicroSoft W ord format and in pdf format. Paper copies of the
manuals will not be prepared.
• Minutes or notes from the workshops and public input.
Assumptions and Clarifications
The following assumptions were used by the CONSULTANT for the preparation of this scope
of Basic Services:
• No construction details will be updated or prepared as part of the scope of this effort.
The Consultant may identif y details that need to be updated or revised, or may suggest
details to be added to the City set of standard details.
• Amendments to the NCTCOG Standard Construction Specifications adopted by the City
of Denton will not be updated as part of the scope of this effort.
• At this time there is no way to estimate the extent of public comments to the drafts, and
therefore no way to comf ortably determine the effort needed to address those
comments. For the purposes of this proposal we have estimated a total of 16 man-hours
for each of the two Criteria manuals for addressing those public comments. W e propose
a meeting with the City Engineer and/or his designee to evaluate those comments and
determine at that time if a contract amendment is appropriate.
• It is expected that both manuals will address both public and private improvements and
necessary differences between the two, whether in terms of requirements or in terms of
processing.
ITEMS TO BE PROVIDED BY CITY TO THE CONSULTANT
The CITY or the CITY’s designee will provide or make available to, or assist the CONSULTANT
in obtaining the f ollowing services, information and materials upon request:
1. Current City of Denton Criteria Manuals, Standard Details, Specifications and/or other
pertinent inf ormation.
PROJECT SCHEDULE
The attached schedule assumes a high degree of staff involvement and availability. It also
attempts to account for holiday schedules, assuming no P&Z meeting in late December. This is
an aggressive schedule and is subject to change.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
ID Task Name Start Finish1Drainage Criteria Manual2Kickoff MeetingFri 9/15/17Fri 9/15/173TNP Review Mon 9/18/17Wed 10/4/174Workshop 1 (DRC staff)Tue 10/10/17Tue 10/10/175Workshop 2 (CIP Staff)Thu 10/12/17Thu 10/12/176TNP Compile, ReconcileFri 10/13/17Tue 11/14/177Workshop 3 (Key staff)Tue 11/21/17Tue 11/21/178Refine DraftWed 11/22/17Mon 12/25/179Present to P&ZWed 1/10/18Wed 1/10/1810Post Proposed ChangesThu 1/11/18Thu 1/11/1811Comment PeriodFri 1/12/18Wed 2/14/1812Refine & ResolveThu 2/15/18Wed 3/7/1813Final DocumentThu 3/15/18Thu 3/15/18141516Transportation Criteria Manual17Kickoff MeetingFri 9/15/17Fri 9/15/1718TNP Review Mon 9/18/17Fri 9/29/1719Workshop 1 Tue 10/3/17Tue 10/3/1720Workshop 2Thu 10/5/17Thu 10/5/1721TNP Compile, ReconcileFri 10/6/17Mon 11/6/1722Workshop (Key staff)Tue 11/14/17Tue 11/14/1723Refine DraftWed 11/15/17Mon 12/18/1724Present to P&ZWed 1/10/18Wed 1/10/1825Post Proposed ChangesThu 1/11/18Thu 1/11/1826Comment PeriodFri 1/12/18Wed 2/14/1827Refine & ResolveThu 2/15/18Wed 3/7/1828Final DocumentThu 3/15/18Thu 3/15/189/1510/1010/1211/211/101/113/159/1510/310/511/141/101/113/15AugSepOctNovDecJanFebMarAprQtr 4, 2017Qtr 1, 2018Qtr 2, 2018City of DentonCriteria Manual UpdatesSeptember 6, 2017Page 1DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
1
ATTACHMENT ‘C’
TEAGUE NALL AND PERKINS, INC.
Standard Rate Schedule for Time and Expense Contracts
Effective January 1, 2017 to December 31, 2017*
Engineering /Landscape Architecture/ROW From - To
Principal $200 - $240 Per Hour
Team Leader $170 - $220 Per Hour
Senior Project Manager $160 - $220 Per Hour
Project Manager $120 - $175 Per Hour
Senior Engineer $180 - $225 Per Hour
Project Engineer $95 - $160 Per Hour
Engineer III/IV $105 - $140 Per Hour
Engineer I/II $ 90 - $110 Per Hour
Landscape Architect / Planner $110 - $200 Per Hour
Landscape Designer $80 - $110 Per Hour
Senior Designer $105 - $150 Per Hour
Designer $100 - $130 Per Hour
Senior CAD Technician $90 - $120 Per Hour
CAD Technician $70 - $110 Per Hour
IT Consultant $100 - $170 Per Hour
Clerical $50 - $90 Per Hour
Construction Inspector II $75 - $100 Per Hour
Construction Inspector III $90 - $110 Per Hour
Senior Construction Inspector $100 - $125 Per Hour
ROW Manager $100 - $140 Per Hour
Senior ROW Agent $90 - $130 Per Hour
ROW Agent $80 - $115 Per Hour
Relocation Agent $100 - $130 Per Hour
Senior Utility Coordinator $90 - $135 Per Hour
Utility Coordinator $80 - $125 Per Hour
Intern $40 - $60 Per Hour
Surveying
Survey Manager $150 - $220 Per Hour
Registered Professional Land Surveyor (RPLS) $130 - $180 Per Hour
Field Coordinator $90 - $110 Per Hour
S.I.T. or Senior Survey Technician $70 - $110 Per Hour
Survey Technician $65 - $100 Per Hour
1-Person Field Crew w/Equipment** $125 Per Hour
2-Person Field Crew w/Equipment** $150 Per Hour
3-Person Field Crew w/Equipment** $170 Per Hour
4-Person Field Crew w/Equipment** $190 Per Hour
Flagger $40 Per Hour
Abstractor (Property Deed Research) $85 Per Hour
Subsurface Utility Engineering (SUE)
SUE Project Manager $185 Per Hour
SUE Engineer $160 Per Hour
Sr. Utility Location Specialist $100 Per Hour
Utility Location Specialist $ 85 Per Hour
1-Person Designator Crew w/Equipment*** $120 Per Hour
2-Person Designator Crew w/Equipment*** $145 Per Hour
2-Person Vac Excavator Crew w/Equip (Exposing Utility Only) $250 Per Hour (4 hr. min.)
2-Person Vac Excavator Crew w/Equip for QL-A **** $450 Per Hour (4 hr. min.)
Core Drill (equipment only) $750 Per Day
All subcontracted and outsourced services shall be billed at rates comparable to TNP’s billing rates above or cost times a multiplier of 1.10.
* Rates shown are for calendar year 2017 and are subject to change in subsequent years.
** Survey equipment may include truck, ATV, Robotic Total Station, GPS Units and Digital Level.
*** Includes crew labor, vehicle costs, and field supplies.
**** Rate applies to Quality Level A (QL-A) test holes on utilities that were designated by TNP as QL-B.
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
2
ATTACHMENT ‘C’
TEAGUE NALL AND PERKINS, INC.
Standard Rate Schedule for Time and Expense Contracts
Reimbursed Direct Cost Items
Effective January 1, 2017 to December 31, 2017*
Direct Cost Reimbursables
Photocopies: $0.154/sf letter, legal and 11” x 17” size bond paper, B&W
$0.7701/sf letter, legal and 11” x 17” bond paper, color
Prints: $0.154/sf letter, legal and 11” x 17” bond paper, B&W
$0.7701/sf letter, legal and 11” x 17” bond paper, color
Plots: $0.154/sf letter, legal and 11” x 17” bond paper, B&W
$0.7701/sf letter, legal and 11” x 17” bond paper, color
$0.50/sf 22” x 34” and larger bond paper or vellum, B&W
$1.00/sf 22” x 34” and larger mylar or acetate, B&W
Mileage $0.535/mile
Plans on CD $20/each
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
6586 Evaluation
Drainage & Transportation Criteria Manual Update
Respondent:
Freese &
Nichols
Teague Nall
& Perkins Huitt Zollars
Kimley
Horn
Halff &
Associates
Qualifications:
Score 1 7 9 7 9 9
Score 2 10 8 6 7 7
Score 3 5 4 6 8 5
Average Score: 7 7 6 8 7
Methodology:
Score 1 8 9 9 8 6
Score 2 8 10 9 7 8
Score 3 8 7 7 7 7
Average Score: 8 9 8 7 7
Proposed Schedule:
Score 1 7 9 8 6 7
Score 2 10 10 10 9 10
Score 3 7 9 8 7 8
Average Score: 8 9 9 7 8
Grand Total:23 25 23 23 22
DocuSign Envelope ID: 720CB6C3-AEA0-44AD-9B15-4697C5E3ABE9
Certificate Of Completion
Envelope Id: 720CB6C3AEA044AD9B154697C5E3ABE9 Status: Completed
Subject: ****City Manager Approval ******Docusign Item 6586 Drainage & Transportation Criteria Manual Update
Source Envelope:
Document Pages: 37 Signatures: 6 Envelope Originator:
Supplemental Document Pages: 0 Initials: 0 Rebecca Hunter
Certificate Pages: 6
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Payments: 0 rebecca.hunter@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
9/15/2017 9:04:11 AM
Holder: Rebecca Hunter
rebecca.hunter@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Rebecca Hunter
rebecca.hunter@cityofdenton.com
Assistant Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 9/15/2017 9:10:56 AM
Viewed: 9/15/2017 9:11:14 AM
Signed: 9/15/2017 9:12:45 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Karen E. Smith
karen.smith@cityofdenton.com
Interim Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 9/15/2017 9:12:47 AM
Viewed: 9/15/2017 9:21:02 AM
Signed: 9/15/2017 9:22:48 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gary L. Vickery, PE, CFM
gvickery@tnpinc.com
Principal
Security Level: Email, Account Authentication
(Optional)Using IP Address: 71.123.192.18
Sent: 9/15/2017 9:22:51 AM
Viewed: 9/15/2017 11:24:00 AM
Signed: 9/15/2017 11:25:28 AM
Electronic Record and Signature Disclosure:
Accepted: 9/15/2017 11:24:00 AM
ID: 7bdbc90f-f310-4b8b-83d0-578fbc2ed587
Jennifer DeCurtis
jennifer.decurtis@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 9/15/2017 11:25:31 AM
Viewed: 9/15/2017 11:42:18 AM
Signed: 9/15/2017 11:42:33 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer Events Signature Timestamp
Todd Hileman
todd.hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 9/15/2017 11:42:35 AM
Viewed: 9/15/2017 12:52:24 PM
Signed: 9/15/2017 12:52:33 PM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 9:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 9/15/2017 12:52:36 PM
Viewed: 9/19/2017 10:34:12 AM
Signed: 9/19/2017 10:34:23 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Sherri Thurman
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 9/15/2017 11:25:31 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 9/15/2017 11:42:35 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 9/19/2017 10:34:27 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 9/19/2017 10:34:27 AM
Viewed: 9/19/2017 12:18:35 PM
Electronic Record and Signature Disclosure:
Carbon Copy Events Status Timestamp
Not Offered via DocuSign
Julia Winkley
julia.Winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 9/19/2017 10:34:27 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Galen Gillum
galen.gillum@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 9/19/2017 10:34:27 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/19/2017 10:34:27 AM
Certified Delivered Security Checked 9/19/2017 10:34:27 AM
Signing Complete Security Checked 9/19/2017 10:34:27 AM
Completed Security Checked 9/19/2017 10:34:27 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Gary L. Vickery, PE, CFM, 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..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.