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HomeMy WebLinkAbout2011-247ORDINANCE NO. 2011-247 AN ORDINANCE AWARDING A PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONAL DESIGN AND ENGINEERING SERVICES FOR THE PROPOSED DENTON NATURAL GAS PIPELINE; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE (RFQ 4693-REQUEST FOR QUALIFICATIONS FOR PROFESSIONAL SERVICES AND DESIGN AND ENGINEERING SERVICES FOR THE PROPOSED DENTON NATURAL GAS PIPELINE - AWARDED TO TEAGUE NALL & PERKINS, DENTON, TEXAS IN THE AMOUNT OF NOT -TO -EXCEED $314,800 —BUT NOT INCLUDING CONSTRUCTION ADMINISTRATIVE SERVICES IN THE AMOUNT OF $175,000). WHEREAS, the professional services provider (the "Provider) referenced in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services in accordance with the laws of the State of Texas; and WHEREAS, the fees under the proposed agreement are fair and reasonable and are consistent with, and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a Professional Services Agreement with Teague Nall & Perkins, an engineering firm located in Denton, Texas, in an amount not -to -exceed $314,800, to provide professional design and engineering services and related services, for the proposed Denton natural gas pipeline, but not including construction administrative services in the amount of $175,000, a copy of which is on file in the office of the Purchasing Agent and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the Agreement. SECTION 3, The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any and all actions that may be required or permitted to be performed by the City of Denton, Texas under the Request for Qualifications ("RFQ") 4693-Professional Services and Engineering Design of the Proposed Denton Natural Gas Pipeline to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings stated in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the �,_ day of a=2 , 2011. ATTEST: JENNIFER WALTERS, CITY SECRETARY r By. AP VED A TO LEGAL FORM: ANITA BURGESS, CITE' ATTORNEY 4-ORD-4693 City of Denton Contract # 4693 Denton Municipal Electric Natural Gas Pipeline Design Project CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS and TEAGUE NALL AND PERKINS, INC. THIS CONTRACT is made and entered into this 13th day of December A.D., 2011, by and between Teague, Nail and Perkins, Inc. a corporation, whose address is 235 W. Hickory Street, Suite 100, Denton, Texas 76201, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products or services in accordance with the Supplier's proposal in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "D". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) City of Denton Contract # 4693 including: (b) Scope of Work and Services (c) Statement of Contractor Qualifications and Proposed Project Staff (d) Drawings and Project Timeline (e) Payment and Performance Requirements (f) Pricing (g) Standard Terns and Conditions (h) Awarded Contractor Documentation (i) Insurance Requirements These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: APPROVED AS TO FORM: Y4"TTORNEY (SEAL) A'CONTRACT � Z o T 7;r 4 MAILING ADDRESS Me - ,373 -,(i 77 PHONE NUMBER too-3�3-�Oz� FAX NU M ER BY. // T''ITLE r G• VI /4, I _ PRINTED N (SEAL) CITY OF DENTON, TEXAS "REQUEST FOR QUALIFICATIONS ##4693 PROFESSIONAL SERVICES and ENGINEERING DESIGN OF THE PROPOSED DENTON NATURAL GAS PIPELINE Section I General I. INTRODUCTION: In accordance with the provisions of Texas Local Government Code, Chapter 271, Sub Chapter II, and Texas Government Code 2254, The City of Denton (the City) is requesting qualifications to contract with a qualified team of professionals with considerable experience in the engineering and design of natural gas pipelines. The responses shalt be submitted to the City of Denton in a sealed submission, in accordance with Texas Local Government Code 271.0245. Denton, Texas is a Main Street City in the North Texas region. Established in 1857, Denton is the county seat of Denton County and was named for John B. Denton. Denton is unique in composition; the city is comprised of over 92 square miles which radiate out in all directions from the downtown core. In addition to the unique physical composition of the city, there is a unique character to the City. It is comprised of a diversity of neighborhoods and land uses that range from historical residential and commercial districts to new residential subdivisions and industrial complexes to greenbelt areas and newly annexed rural areas. There are several active industries operating within the City limits, including highly disputed gas well drilling, production, and transmission, Denton is home to two state universities, the University of North Texas, and Texas Woman's University, and two regional hospitals. The City is traversed by state highways, rail lines, and Interstate 35 E & W. This summer Denton County Transportation Authority (DCTA) will begin operation of a passenger rail service that will run from downtown Denton to the City of Carrollton, where passengers may transfer to the Dallas Area Rapid Transit (DART) system and continue travelling by rail within the Metroplex region. The rail service will be accompanied by the opening of two rail stations in Denton. II, BACKGROUND: The City of Denton's electric utility, better known as Denton Municipal Electric (DME), is a locally owned municipal utility. The Denton City Council and the Public Utilities Board provide overall guidance and approval to the utility. The electricity service provided by DME is essential to community growth. Currently Denton receives the following additional services from its utilities organizations: electricity, potable water, wastewater treatment, and solid waste and recycling to approximately 43,000 metered locations within Denton, The City of Denton is exempt ft-oin Federal Excise and State Styles Tax. II. SCOPE: In accordance with the provisions of Texas Local Government Code 271 and Texas Government Code, Chapter 2254, The City of Denton is requesting responses to this solicitation to provide professional services for the engineering design of the proposed Denton Natural Gas Line. III, CONTRACT TERM: It is the intention of the City of Denton to award a contract for Professional Services for the term of the project. Services undertaken pursuant to this solicitation will be PAGE 4 OF RFQ 4693 required to commence within fourteen (14) days of delivery of a Notice to Proceed, The services shall be accomplished per the Schedule of Events as outlined in Section IV. IV. MINIMUM SUBMISSION REQUIREMENTS: The following minimum requirements must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any response received, which 'is determined to not meet these mandatory requirements shall be immediately disqualified and rejected as non- responsive. 1. The Respondent shall have the following minimum experience: (firms which fail to provide detailed project experience as required shall be considered nonresponsive). a) Design of at least two natural gas pipelines, b) Design of natural gas pipelines that interface with power plants, if any. c) Interface design, d) Demonstrated experience with natural gas pipeline design. e) Demonstrated experience with Distributed Generation and onsite generation integration, if any, 2. The Proposing Firm must be registered by the State of Texas to provide any services which are required to complete this project, and the Firm must have all professional licensure required by the State to provide any services required to complete this project, 3. If any Finn submitting a Response is a corporation, it must be registered to conduct business in the State of Texas. Proof of this registration must be included as paid of the submittal. PAGE 5 OF RFQ 4693 n7,. ri wizw. ATTACHMENT C DENTON NATURAL GAS PIPELINE ADDITIONAL PROJECT INFORMATION AND REQUIREMENTS The successful proposer will provide a solution for the design and construction of the new Denton Gas Pipeline. The concept described below was used as a high-level tool for planning and promoting the project. These are general guidelines only, it is expected that the awarded firm will hold scoping meetings with DME after award and then provide a "Target Value ]design" to deliver the best possible system to Denton Municipal Electric (DME) and the City of Denton. Concept — Natural Gas Pipeline: The gas pipeline is anticipated to be an eight inch steel pipeline of approximately 12,500 linear feet in length that will be placed in a utility easement to be developed by the City. The pressure of the natural gas pipeline at its terminus shall be a minimum of 500 psig. The project will include installation of all mainline pipe, valves, fittings, "Tee's" with installed blank flanges to allow easy hookup and service to new industrial customers, required casing, pipeline markers, cathodic protection test leads, as well as temporary fencing, clearing and grading of right-of-way, ditch padding, seals and backfilling right of way after pipeline installation and filling the pipeline with water to hydrostatically test completed pipeline, dewatering, drying, teeing in, clean up, land restoration, rettu-P of all unused material and all work necessary to construct and complete. The City envisions the pipeline interconnecting with two nearby high pressure pipelines (Enterprise and CrossTex) with metering from both pipelines, The terminus of the proposed pipeline will be near the R,D. Wells substation, an existing electric substation owned by Denton Municipal Electric, PAGE 43 OF RFQ 4693 Exhibit T„ Scope of Services City of Denton - Natural Gas Pipeline TNP No, DME11233 The following Scope of Services is a description of the project phasing and work to be accomplished in each phase. This project generally involves the preparation of a topographic survey and engineering design work necessary to complete plans and specifications for two natural gas pipeline segments along with related appurtenances. Assisting Denton Municipal Electric (DME) in bidding the project and selecting a qualified contractor along with construction phase services are included as special services along with other selected tasks. SCOPE OF BASIC SERVICES: This scope of basic services includes engineering and surveying tasks required for the design of the pipeline segments. The first segment (designated Line A) is approximately 12,300 l.f. beginning near the existing Jim Christal Substation and terminating at the proposed CHP plant. The second segment (designated Line B) is approximately 5,280 l.f. beginning at a connection to Line A on Western Blvd. and terminating at the Denton Municipal Airport. The design will include details for a future connection to the airport property at the north side of the Denton Airport at the intersection of Masch Branch and Jim Christal roads and at the east side of the airport along Airport Road. These connections are expected to include a Tee and block valve either above ground or in a below grade, concrete vault. The alignment for both segments has been established by DME and easements have been acquired. Any additional easements required for this project will also be acquired by DME. Basic services for this project are divided into three distinct phases and will be billed on a lump sum or fixed fee basis. The Conceptual Phase is a data collection and study phase that will include building a plan view of the project limits, delineation of any additional easement needs, confirming pipe sizing relative to future service areas, and identifying critical design challenges. The Preliminary Design phase will focus on completing the pipeline plan and profile sheets, developing details for various appurtenances, and developing specifications. The Final Design phase will largely involve addressing comments from the City of Denton's Engineering Department, DME, and other reviewing agencies along with comments generated from a final Internal plan review. 1. Conceptual Design Phase The following major tasks will be performed during this phase. These tasks may not necessarily be concurrent. Refer to the project schedule for sequencing. The goal of this phase is to present an overall design schematic that illustrates the design concepts and solutions to critical design issues. Project Planning: We will meet with DME twice to discuss the project scope in preparation for planning and budgeting the effort required to complete this project. After executing the contract documents, an internal project meeting will occur to assign tasks to key staff members and coordinate the project. The following are key design tasks that will occur during this phase. Data Collection: This task involves gathering record drawings for existing utilities, drainage structures, and roads. We will also gather applicable City planning documents, maps, and design manuals. Aerial imagery will be assembled using in-house imagery along with. Denton Natural Gas Pipeline (RFQ 4693) Exhibit D — Scope of Services, November 14, 2011 TNP No. DME11233 Rage 1 of 8 topographic contours. This task will also involve field reconnaissance of the pipeline route to photograph and document any special conditions prior to sending out field crews and environmental personnel. Easement documents from DME will be reviewed and cad imagery will be formatted for use by TNR Note: It is our understanding that easements have been prepared by others and that CAD files will be provided along with easement documentation. If additional easements are required during the course of this project they will also be prepared by others under the direction of the City of Denton. Distribution System Planning: The goal of this task is to confirm the sizing of lines A and B. To size the line, a rough demand model will be created using City planning documents, DME Westpark Master Plan/CHP planning documents, and aerial imagery. A schematic level alignment of a potential main line for the proposed service area will be developed. Line sizing will be based on the gas pressure and demand requirements at the CHIP plant delivery point along with an assumed pressure and demand model for future customer needs. Master Schematic Alignment- This task involves assembly of a plan and profile alignment based on record drawings, aerial imagery, easement documents, 2-ft contour data, and other data collected for this project. Critical areas such as utility, storm drain, and roadway crossings will be detailed with a preliminary sketch. Environmentally sensitive areas, jurisdictional wetlands, floodplains, and tree canopy areas will be identified and a plan of action developed relative to applicable City Ordinances. This task will also involve a preliminary review of traffic control needs. The objective of this task is to prepare a suitable schematic plan and concept drawings to illustrate how critical issues will be resolved. This plan may be presented to DME as a working drawing with a combination of computer drawn line work and hand drawn markups. Note: It is our understanding that environmentally sensitive areas and jurisdictional wetlands have been studied by others under the City's direction and will only require coordination with our proposed work. Class Location Study: A class location study and report is required to comply with DOT regulations and will provide a basis for pipe design. This study will be based on the proposed alignment and will provide a design classification based on population within a prescribed distance of the pipeline. Areas of high consequence will also be identified. A bound report will be provided to DME. Coordination Meeting with Crosstex/Enterprise: During this phase of the project, meetings are required with both Crosstex and Enterprise pipeline to determine a suitable location for the delivery points from the respective suppliers. These meetings will also address key design criteria and should define a demarcation point between DME design and construction and the supplier's design and construction. it is anticipated that each supplier will design and construct a line tap, sales meter, and appropriate piping, valves, and related instrumentation such that DME's responsibility will begin at a blind flange downstream of a block valve. Once we have gathered data and evaluated the pipeline sizing requirements we will meet -with DME to discuss the results and present a recommended final alignment for design. After acceptance of the final design, the schematic alignment will be submitted to the City's Engineering Department for preliminary review. The following tasks will also occur: Topographic Route Survey Field crews will survey the proposed route and will collect horizontal and vertical data for all above ground features within the proposed easements Denton Natural Gas Pipeline (RFQ 4693) Exhibit D — Scope of services, November 14, 2011 TNP No. DME11233 Page 2 of 8 (permanent and temporary workspace). Survey crews will not perform any boundary survey although some control points and property corners may be included for reference. Any boundary work required for this project for the purpose of easement preparation or real property transfer will be performed by others under the City's direction. Project control using GPS coordinates and city benchmarks will be established for use during design and construction. Subsurface Utility Engineering (SUE): This task_. will involve utility designating and documentation of City and franchise utilities and other foreign utilities within the pipeline route. These utility lines will be designated for horizontal alignment and in some cases a preliminary depth may be obtained. The alignment will be included in the topographic survey. The goal of this task is to define a quality level B for the pipeline route. In some cases a test hole may be required to determine the exact depth and/or material type for a utility. If required, these quality level A services will be performed as a Special Service as identified in that section of the scope. Geotechnical Investigation: During the Conceptual phase a geotechnical study will be performed to determine subsurface soil structure at selected locations along the pipeline route. Soils will be classified and the results will be used to aid in construction cost projections and will be provided to potential pipeline bidders. This work will be performed by CMJ Engineering, Inc., an independent sub consultant. Project Meetings: One (1) Preliminary Scope Meeting with DME One (1) Final Project Scope Meeting with DME One (1) Meeting with Crosstex and DME One (1) Meeting with Enterprise and DME One (1) Schematic Design Meeting with DME and Engineering Project Deliverables: Three (3) bound Class Location Studies One (1) Schematic Alignment Sheet(s) as a strip map. Three (3) Geotechnical Reports 2. Preliminary Design Phase With key design parameters established during the Conceptual Phase, this phase will focus on the detailed design of a horizontal and vertical alignment for the pipeline. Specific design parameters such as bending stress, maximum allowable operating pressure, specified minimum yield strength, etc. will be used to specify a pipe material that conforms to ASME B31.8 "Gas Transmission and Distribution Piping". Federal regulations for pipelines (CFR 49 Part 192) will also be used to guide the detailed design. In some cases, public utilities may need to be relocated or adjusted and there may be a need to repair pavement. As the design develops, all of these items will conform to the City of Denton's design criteria as needed. This phase generally involves two related tasks that will occur somewhat concurrently. Engineering Design: This task involves calculations and selection of appropriate materials and appurtenances based on the design parameters established during the conceptual phase. The following are major components of the engineering design: Denton Natural Gas Pipeline (RFQ 4693) Exhibit D —Scope of Services, November 14, 2011 TNP No. DME11233 Page 3 of 8 = Horizontal directional drill alignments will be designed as required for allowable installation entry angles, bend radii, and operating stresses. ■ Provide hydro test profile and engineered head and class breaks. The desired minimum and maximum hydro test pressures commensurate with the class location of the pipeline will be specified. Pig Launcher/Receiver designs and main line valve yard designs will be included. At present it is anticipated that two pig launcher and receivers will be required along with an anchor forging and thrust block. Structural design for concrete pipe supports will also be provided. ■ Coordination with Enterprise and Crosstex for the interconnect facility will be required. This task also includes effort required to design only the connection to the facilities to be designed and constructed by others. Note: It is assumed that the interconnect measurement and regulation facilities (tap, valve, meter, and related electronic equipment) will be designed and constructed by Crosstex Energy and Enterprise Products, respectively. The Crosstex North Texas Pipeline is a 24-inch transmission line operating at 1050 MAOP that carries un-odorized natural gas. The Enterprise transmission line operates at 1100 MAOP and also carries un-odorized natural gas. Should this wont be required it can be performed as Additional Services. = The design and. layout for the connection point at the CHP plant will be designed in accordance with DME requirements. This connection is anticipated to be a block valve and blind flange assembly designed in conjunction with the pig receiver and coordinated with CHP plant plans. Develop material specifications, testing procedures for welds and for welder qualification, and coating specifications and repair procedures. A bill of materials will also be generated for cost projection purposes and for bidding. A cathodic protection system will be designed and will likely include one rectifier and one deep well anode bed. A study will be made to determine if the induced voltage on the pipeline from the overhead electrical power lines will require AC Mitigation to protect against ac-induced corrosion. = Odorization Facilities will be required for this pipeline and will be designed and installed at the point of custody transfer. = The design will include details for a future connection to the airport property at the intersection of Masch Branch and Jim Christal roads. This connection is expected to, include a Tee and block valve either above ground or in a precast vault. Other Tees and block valves can be located as needed using similar details. ■ Utility relocations will also be designed as needed. This task item provides. for the engineering design effort needed to detail city utility relocations needed for the construction of this project. NOTE: if relocation of franchise utilities is required the design can be provided in-house or may be outsourced and can be provided as a Special Service. Drawing Preparation: This task involves incorporation of the engineering design work into plan sheets that convey the overall project concepts and provide the information necessary to construct the pipeline. We anticipate the following major elements will be incorporated into the 22"x34" design sheets: Denton Natural Gas Pipeline (RFQ 4693) Exhibit D — Scope of Services, November 14, 2011 TNP No. DME11233 Page 4 of 8 • Pipeline alignment plan and profile views based on the results of the conceptual phase alignment. • Horizontal directional drill profiles and details will be included at areas where this type of construction is desirable. Specific details including entry and exit angles, bend radii, and overall length will be included. • Pig launcher and receiver sites will be added to the plan view and specific details (plan elevation and sections) will be included. ■ Valve sites, connection points, and termination points will be detailed and dimensioned. Utility crossings and relocations, road crossings, railroad crossings, and other key design elements will be included as needed along with pertinent notes, calculations, legends, and material lists. ■ Traffic control and storm water pollution prevention plans will also be included in the plans as needed. NOTE.• Efforts to mitigate wetlands, replace tree canopy, file documentation with the Texas Commission on Environmental Quality (TCEQ), the US Army Corps of Engineers (USACE), and/or the Federal Emergency Management Agency . (FEMA) is not anticipated but can be provided as Additional Services with a scope and fee to be provided if needed. Once design plans and specifications are complete the design package will be submitted to DME for review and comment. We will also have our construction management team review the drawings, walk the site, and make any recommendations regarding constructability. Project Meetings: Up to Three (3) Progress Meetings with DME to review engineering design/plans One (1) Final Pre -Submittal Meeting with DME One (1) Field Constructability Walkthrough with DME Project Deliverables: Three (3) sets of 22vx34" plan sheets at Pre -Submittal phase Other plans and meeting materials as required. 3. Final Design Phase The final design phase involves submitting plans to the various agencies for review and comment. Plans and specifications will be submitted to City of Denton Engineering for review of the pipeline relative to water, wastewater, drainage, and road crossing infrastructure. Plans for the railroad crossing will also be submitted to The Rayzor Company for review and permit. Plans may also be submitted to franchise utilities if coordination or notification is required. We will also initiate the process with the Railroad commission by filing a T 4 permit and a PS-48 report. Once all of the reviewing agencies have been satisfied we will prepare final quantities, bills of materials, signed & sealed plan sheets, project manual, and specifications for bidding. These drawings along with the bid forms, contracts, and specifications will comprise the bid documents for the City to use in obtaining bids from prospective construction companies. At the end of this phase, plans and specifications will be ready for bidding. Project Meetings: Denton Natural Gas Pipeline (RFQ 4693) Exhibit D — Scope of Services, November 14, 2011 TNP No. DME11233 Page 5 of 8 Up to Two (2) Final Project Meetings with DME and/or Denton Engineering. Project Deliverables: Three (3) sets of 22"x34" plan sheets at Pre -Submittal phase. Final Original Sealed Plans, Specifications, and related construction documents will be provided on 22"x34" bond paper suitable for reproduction and in digital format. Other plans and meeting materials as required. SCOPE OF SPECIAL SERVICES: The following services will be provided as a part of this project and will be performed as generally described below. These items represent work and effort that will be largely dependent on the final design of the project and the work sequencing of the selected contractor. These items will be performed on an hourly basis and in consultation with DME staff. 4. Construction Administration The following items relate to construction phase services to be provided during the bidding process and through the end of construction. Construction Management: After award of a contract, our construction management team will work directly with the City to oversee the daily construction operations of the contactor. We will have a lead inspector on the project on a full time basis. We also anticipate having two weld inspectors during the time pipe welding is underway and two craft inspectors to manage trenching, backfilling, equipment installation, etc. In addition to construction inspection personnel we will outsource and manage a radiological weld testing firm and plan to engage CMJ Engineering, Inc. for materials testing. Construction staking and record drawing -preparation is also included in this task. The construction management tasks and personnel assignments are based on our experience with similar projects. Once we have a contractor selected and determine the actual construction schedule and sequencing we will refine the number of inspection personnel if needed. 5. Miscellaneous Services Subsurface Utility Engineering — Level A: During the course of design and after topographic survey and SUE -- Level B work is complete, certain areas may require field excavation to determine the location of underground utilities. At this point in the project, the number of locations requiring vacuum excavation is indeterminate. This task is an hourly task that establishes a budget to allow for 10 to 15 locates. Actual locations and the need for this task will be discussed with DME at the schematic design meeting. Denton Planning/DRC Coordination: Coordination and review of the project by the City's planning department through the normal Development Review Committee (DRC) process is not anticipated for this project. The project is not expected to be included in the City's online project tracking systems (ProjectDox 'or eTraklT). This scope item and associated fee provides for submitting and coordinating with the City of Denton planning department, posting and managing the project through the City's ProjectDox and eTraklT website, and attending additional review meetings as required. Denton Natural Gas Pipeline (RFQ 4693) Exhibit D — Scope of Services, November 14, 2011 TNP No. DME11233 Page 6 of 8 ADDITIONAL SERVICES:. Additional services are tasks not specifically identified in the Scope of Basic Services or Special Services. These items can be performed by or managed by TNP in accordance with the standard rate sheet in effect at the time services are provided or based on a negotiated scope and fee. Examples of Additional Services include, but are not limited to: • Land planning, lot layout and configuration, preliminary plat preparation, final plat preparation, zoning applications, zoning exhibits, preliminary utility plans, drainage studies and preliminary drainage plans; • Property research and real property surveying for easements, right-of-ways or plats; • Preparation of real property transfer documents, exhibits or plats; • Participation in real property acquisition; • Trips beyond a 100 mile radius of Denton; • Subcontract charges, photocopies, plan reproduction, computer charges, etc. not described in BASIC SERVICES; • Design of measuring/metering stations and interconnect facilities for Crosstex or Enterprise except for work defined in BASIC SERVICES; • Design of low-pressure service lines and pressure regulation beyond the requirements included in BASIC SERVICES; ■ Design of franchise utility relocations (although coordination with affected utilities is included); and, • Coordination with agencies not specified in the scope of basic services such as FEMA, USACE, TCEQ, etc. Denton Natural Gas Pipeline (RFQ 4693) Exhibit D —Scope of Services, November 14, 2011 TNP No. DME11233 Page 7 of 8 Statement of Quallficadons for the City of Denton (RFQ No. 4eos) Professional Services and Enalneerinn Deslan of the Proposed Denton Natural Gas Plueline June 28. 2011 3. ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS The following items are design issues that we typically encounter on pipeline projects along with items that are specific to this project. We have also provided proposed solutions based on our experience. The following items are design issues that we typically encounter on pipeline projects along with items that are specific to this project. We have also provided proposed solutions based on our experience. o Coordination with Other Pipelines: There are four pipeline operators with facilities along the proposed Denton Pipeline route that will require coordination. While these pipelines should not pose significant design challenges it will be important to field locate the lines and coordinate with the operators. 1. Enterprise Products Operating, LLC (P5 253368) operates the 36-inch South Texas-TX150 Sherman Extension (T4 03883) natural gas transmission line at an approximate MAOP of 1100 PSI. This line crosses Jim Christal Road approximately 400-feet east of the substation and connecting to this pipeline will require coordination with Mr. Troy Lawrence (713) 381-8239 atiawrence@eprod.com), Typically, Enterprise will design and install the metering, valving, and related electronics based on the customer's needs and at the customer's expense. 2. Crosstex N Texas Pipeline, LP (P5 190730) operates the 24-inch NTPL 24-inch Mainline (T4 06992) natural gas transmission line at an approximate MAOP of 1050 PSi. This line crosses Jim Christal Road approximately 800 - feet east of the substation and connecting to this pipeline will require coordination with Mr, Royston Lightfoot 214.721.9476(royston.lightfoot@crosstexenergy,com). Typically, Crosstex will design and install the metering, valving, and related electronics based on the customer's needs and at the customer's expense. 3. Southwestern Gas Pipeline, Inc. (P5 806720), a subsidiary of Devon Energy Corporation, operates the 8-Inch Rich AGF 8" Lateral:DGSLP (T4 00088) natural gas gathering line at an unknown design pressure. This line runs parallel to the south right-of-way of Jim Christal Road around the south side of the substation east to Masch Branch Road where it becomes the Rich Yorlum Master Meter;Star of Texas 8-Inch gathering line, The fine then continues to the east and parallel to the south right-of-way of Jim Christal Road for approximately 1,000-feet where It turns to the north and crosses the road, The contact for coordination of this line is Mr. R. Glenn Smith 405.228.8372 (glenn.smith@dvn.com), These lines may need to be located prior to design of the proposed pipeline. 4. Targa North Texas, LP (P5 8$6040) operates the 6-€nch Chico (T4 01184) natural gas gathering line at an unknown design pressure. This line runs parallel to the south right-of-way of Jim Christal Road from a well site approximately 800-feet west of Western Boulevard to an 8-inch line on the east side of Western Boulevard. This line may need to be located prior to design, The same operator owns the 8-inch Chico fine that runs parallel to and along portions of the east right-of-way line for Western Boulevard, The contact for coordination of this line is Mr. Larry Clarkson 940.644.2233 or Mr. Tim Huffer 337.583,4642 (thuffer@targaresources.com). Prior to design this line will need to be located horizontally and vertically to design the Western Boulevard crossing. Environmentally Sensitive Areas: Because portions of the proposed pipeline route run through Environmentally Sensitive Areas (ESA) a wetland delineation process that must occur, During the conceptual phase we will work with the existing City base maps to Identify areas where horizontal directional drilling may be a more desirable and cost effective alternative to open cut. Where areas of open out are identified the ESAs will be identified and marked on the ground for accurate delineation during field survey and to develop plans for the Development Review Committee process. This process could become a significant project schedule issue If it Is not addressed early, Statement of Qualifications for the City of Benton (RFQ No. 4693) 9 Professional Services and Enalneefing Design of the Proposed Denton Natural Gas Pipeline June 28, 2011 • Railroad Crossings; There is one railroad crossing located to the west of the RD Wells substation. This line is a rail spur that serves the Tetra Pak facility and is operated by BC Rail Spur LP, a Texas limited partnership. There are no specific design requirements for this crossing although the operator will want the opportunity to review the plans. Coordination should occur with Mr. Phillip Baker, The Rayzor Company 940.387.8711. Typically we recommend an un- cased 10-foot depth for the pipeline crossing under a railroad. This will not be a significant design or construction issue. e Water/Wastewater Lines: There will be at least one water line crossing along Jim Christal Road at Masch Branch. Additional water line crossings will be required to design the proposed pipeline that runs south along Western Boulevard and west to the airport. There are two sanitary sewer lines to cross on this project. One of the lines Is a 24" line along Jim Chrystal from approximately 400-feet west of the substation and following the Southwest Gas gathering line to Masch Branch. This line Is a trunk line from Krum and Is a critical line although the depth is unknown. Depth of the sewer line may not be a significant issue in areas where the gas pipeline is installed parallel and by open cut but will be a design consideration at the Masch Branch crossing. The second sewer line will be a crossing approximately 1500' west of Western Blvd. It is a 10" SS line running adjacent to a Dry Fork Hickory Branch tributary with a depth of approximately 12-feet below Jim Christal Road. This line will be a design consideration when developing the gas pipeline profile at this crossing. Overall the water and sewer utilities should not pose a significant design or construction Issue. • Transportation/Traffic Control: While most of the work for the pipeline installation will occur in easements and will not affect traffic there may be traffic control plans requirements. if required, we will develop traffic control plans in accordance with the Texas Manual on Uniform Traffic Control Devices and City criteria. This will not be a significant design issue but will need to be addressed during the bidding phase with the contractor. Tree Ordinance: While the City of Denton has Tree Preservation and Landscaping Requirements, this project may be exempt according to the following exemption statement (Denton Development Code 35.13.7; A.2.c.v.). "Public Utilities may be exempted from these requirements upon filing route plans prior to tree removal or construction, which satisfactorily demonstrate that the proposed installation Iles within routes previously established by a current Master Plan for transportation or public utilities, or within an existing easement recorded prior to the effective date of this ordinance." This item could be a significant design issue and will be addressed early in the project to determine the direction we need to take. If the Tree Preservation and Landscaping Requirements are determined to apply to this project, our landscape architects will be engaged to develop atree inventory, permit application, and mitigation plan. o Airport Height Restrictions/Coordination NOTAM: Denton's Land Development Code Chapter 35, Article X establishes height restrictions for various zones around the runway. While portions of this project will fall under the designated Approach Zone and Transition Zone, construction methods and equipment commonly used for pipeline work should not encroach into the designated zones with respect to height. in the vicinity of Masch Branch and Jim Christal Road the height limit is approximately 70-feet above grade which appears to be the most restrictive area. We recommend coordination with airport staff (Ms. Andrea Sumner, Operations Coordinator, 940,349.7738 to confirm and to discuss the need for filing a Notice to Airmen (NOTAM) and possibly an FAA Form 7460. This coordination will not be a significant issue during design or construction. Statement of Qualitications for the 01ty of Denton (RFQ No. 46e3) Protesslonal Services and Pngineerin-q Desiqn of the Proposed Denton Natural Gas Pipeline June 28. 2011 Texas Railroad Commission Reporting Requirements: The Texas Railroad Commission (RRC) is the state agency charged with oversight of natural gas pipelines and related facilities, For the installation of this pipeline there will be several documents that are required including: A P-5 Organization Report where the City of Denton will become a registered Operator; A T-4 Application for Permit to Operate a Pipeline in Texas which will register the pipeline and requires a detailed plat of the line; A PS-48 New Construction Report which must be filed 30-days in advance of construction; and, a PS-8000A Texas Pipeline Questionnaire. These forms and the RRC rules are not a significant design issue and we will assist the City in preparation and submission of the required forms. Forms and instructions may be found on the RRC website (h 1tp.11 www. rrc. sta te. tx. us6 • TCEQ Rules: The Texas Commission on Environmental Quality (TCEQ) adopted a new rule (Chapter 106, Subohapter O) effective in April 2011 that pertains specifically to oil and gas operations in the Barnett Shale which Includes Denton County. Because the pipeline will carry sweet natural gas the requirements in this rule will not apply although some emissions during construction and during normal operations may fall under other TCEQ rules. Other rules that will apply to this project will be satisfied by following the City's requirements and design manuals. The TCEQ rules should not pose a significant Issue for the design or construction of this project. Storm Drain/Drainage Structures: Along the proposed pipeline route there are several significant drainage structures to navigate around. It appears from the City's project description that easements along the south right-of-way line of Jim Christal Road and the west line of Western Boulevard may avoid the drainage culverts and bridges. The decision to employ open cut or horizontal directional drill methods for the pipeline installation at these crossing will most likely be based on floodplain and ESA issues, When boring across Western Boulevard toward the CHP plant the existing storm drain tines installed in Western Boulevard will have to be considered when boring under the pavement. Record drawings for Western Boulevard indicate a 5x3 box culvert was installed along the future median. The pipeline will cross near storm drain station 4+00 where the flow line of the box is at an elevation of approximately 627.44 (which places the bottom of the box approximately 7-feet below the pavement). The gas pipeline bore will need to be placed at least 10-feet below the pavement at this crossing. Crossing and navigating around the various drainage structures along the proposed route should not pose a significant design or construction issue for this project. Flood Plain Development Permits/LOMR: The proposed pipeline route q_ , Y.- :.._.}.._........:-...�..___; crosses several tributaries to the Dry Fork Hickory Creek at or near existing iT ;=�:.'':„ roadway culvert or bridge crossings. All of the major crossings are identified on the FEMA Flood Insurance Rate Maps (Number 48121 C Panels 035513 and j;-_ :. i_ 0360G) as flood plain areas. Any areas where open cut pipeline installation occurs will require coordination with the City of Denton's floodplain ; . administrator through the Development Review Committee process but will not require a LOMR (Letter of Map Revision). We will work with the City during the conceptual design phase to determine where horizontal directional drilling may - - ` be a more desirable and cost effective alternative to open cut. The meter site area where a connection to Crosstex or Enterprise is desired should be carefully chosen to avoid placing it in the floodplain if possible. By avoiding areas designated as floodway and limiting the work in that is done in a floodplain will reduce the potential need for a LOMR. With careful up -front planning this item should not become a significant design or construction issue, Section II Project Description IV. Provide Professional Services to plan, and design the proposed Denton Natural Gas Pipeline, in accordance with Section Ill, Scope of Services. Section III Scope of Services V. PURPOSE: The City of Denton is currently seeking to award a contract for professional engineering design services to assist its municipally owned and operated utility, Denton Municipal Electric (DME), in the planning and design of a natural gas pipeline to be located in Denton, Texas. The natural gas pipeline shall be designed such that natural gas service can be provided to industrial customers in the industrial zone that is in adjacent proximity to the Denton airport. The City of Denton shall provide instructions for obtaining any additional detailed technical information regarding this project at: http://www.cityofdenton.com/index.aspx?paec=397 Respondents requesting information shall be required to execute a confidentiality agreement. V.I. SCOPE OF SERVICES: The City of Denton, through this solicitation and on behalf of its electricity utility, is seeking the services of a Professional Engineering Design firm to support the City in a potential project in Denton, Texas. The firm must be capable of designing all aspects of a natural gas pipeline, utilized primarily to support a low voltage and medium voltage electric distribution systems, on - site distributed generation, stand-by and emergency generation, chilled water and refrigeration, hot water and steam, in a combined heat and power application for the purposes of serving industrial customers. Further, the natural gas pipeline shall be designed such that natural gas service can be provided to industrial customers in the industrial zone that is in adjacent proximity to the Denton airport. This project effort will include, but not be limited to, preparation of construction plans and documents, development of probable_ construction costs, identification of right-of-way requirements and any necessary and additional ROW acquisitions that have not already been obtained, identification of materials and approximate costs to interconnect with high pressure natural gas systems including costs of metering, and identification of any additional steps through the procurement and construction phases that may be necessary to bring the project to completion. As the "Owners Engineer" the successful awarded firm shall also provide overall project management expertise and functional oversight of the pipeline construction company in additional to performing the work as defined in the Scope of Services. Summary of Requirements: The gas pipeline is anticipated to be an eight inch steel pipeline of approximately 12,500 linear feet in length that will be placed in a utility easement to be developed by the City. The pressure of the natural. gas pipeline at its terminus shall be a minimum of 500 psig. The project will PAGE 6 OF RFQ 4693 include installation of all mainline pipe, valves, fittings, "Tee's" with installed blank flanges to allow easy hookup and service to new industrial customers, required casing, pipeline markers, cathodic protection test leads, as well as temporary fencing, clearing and grading of right-of-way, ditch padding, seals and backfilling right of way after pipeline installation and filling the pipeline with water to hydrostatically test completed pipeline, dewatering, drying, teeing in, clean up, land restoration, return of all unused material and all work necessary to construct and complete. The City envisions the pipeline interconnecting with two nearby high pressure pipelines (Enterprise and CrossTex) with metering from both pipelines. The terminus of the proposed pipeline will be near the R.D. Wells substation, an existing electric substation owned by Denton Municipal Electric. The selected Consultant's scope of services will be serving as the "Owner's Engineer" and will include, but not be limited to, the following items: 1. Public involvement and meetings, including affected landowners. 2. Project management a. Oversight of the pipeline construction company as well as conducting work associated with the scope of work addressed in this solicitation. b. Topographic and boundary surveying. c. Pipeline design in accordance with applicable codes and standards. d. Routing plan. e. Development and evaluation assistance of a solicitation for pipeline construction, installation, testing and possible operation and maintenance. f. Water and wastewater line relocations, as well as any necessary electric and other utility relocation, g. Required Signage. h. Working with and through the Denton Municipal Electric Project Manager, provide coordination of activities with Denton Municipal Electric, City of Denton, interconnecting pipelines, Texas Railroad Commission, various utility providers and permitting agencies as necessary and appropriate, Design services (see Appendix for Project Design Criteria) included as part of project delivery will include, but may not be limited to, the following major tasks: f. Preliminary Design Phase: a. Meet with DME representatives to discuss and determine the proposed design and operational strategy of the pipeline, Recommendations for proposed modifications to best meet the needs of DME and the City of Denton and improve operating efficiency and capacity will be discussed and a final proposed design plan for the pipeline will be submitted to DME for review and consideration. b. Field investigations of the proposed pipeline route to determine current site conditions as well as existing utility sites and easements and tie-ins with existing high pressure supply pipelines, c. Develop a schematic layout of pipeline routes, including field survey(s), if needed, development of probable construction costs, and pipeline maintenance access analysis information. d. Preliminary subsurface evaluation along the selected route. PAGE 7 OF RFQ 4693 e. Perform a sub -surface evaluation and utility impacts assessment. 2. Final Design Phase: a. Prepare detailed construction plan(s) and specification(s) for submission to the City of Denton's Procurement Staff, and for subsequent construction purposes. b. Prepare an initial schedule showing the activities of the design team and others during the design and construction process. Engineer will update the schedule at each submittal point and recommend corrective action to meet scheduled completion dates. c. Prepare construction documentation based on the design criteria developed during design phase. Construction documents shall include all disciplines; site/civil landscaping, excavation, and backfilling, architectural, signage/graphics, structural, mechanical, electrical, controls, and telecommunications. Drawings and specifications will be reviewed at 25%, 50%, 90%, and 100% completion by DME and City of Denton. DME will determine format and distribution of these submittals. d. Perform full geotechnicai investigation for project structures, profiles and pipeline design. Pipeline design will be based on best industry practices. e. Coordinate utility relocation(s) for various providers as needed. Design any relocation of any affected City water and sewer utilities as well as any other utilities that are present. f Prepare all additional necessary permits)/application(s). The Respondent's solicitation response should reflect a thorough knowledge of all permits necessary to construct project. (Note: DME's contractor, Burns & McDonnell is responsible for obtaining environmental permits). g. Prepare a Meets and Bounds description of ROW tract(s) and casement documents as applicable. Perform an evaluation(s) to determine if a Letter of Map Revision (LOMR) should be processed. LOMR preparation, if necessary, will be included in scope of services. 3. Right of Way (ROW): Provide support, as necessary, in the obtaining of any additional ROW and easement acquisitions as requested by Denton Municipal Electric. Note: The City of Denton is responsible for ROW and easement acquisition. 4. Procurement Phase: Provide technical support during the RFP procurement process including preparation of all addenda as necessary, answering potential questions, and participation in the construction pre -submittal meeting as well as providing technical assistance as necessary for evaluation purposes. 5. Construction Administration and Inspection Phase: Show capabilities to perform full -service construction general administration and full-time onsite representation. 6. Maintain all records, analyses and calculations regarding the pipeline. 7. Proposed Project Schedule -The City has developed the following preliminary project schedule: Issue RFQ Response due Date and Time Public Utilities Board Meeting City Council Meeting Notice to Proceed Preliminary Design Complete Final Design Complete June 6, 2011 June 28, 2011, 2:00 p.m. (CPT) July 11, 2011 July 19, 2011 July 20, 2011 September 30, 2011 November 30, 2011 PAGE 8 OF RFQ 4693 Construction Proposal Requirements Available December 30, 2011 Contract Awarded January 13, 2012 Substantial Completion August 17, 2012 Note: The Substantial Completion Date ofAugust 17, 2012 is a firm date. VII. DENTON MUNICIPAL ELECTRIC DUTIES AND RESPONSIBILITIES: DME will be responsible to the awarded contractor for the following tasks: (1) Providing information concerning the proposed project that may be available in DME files; (2) Informing the consultant of any known DUE design parameters or requirements; (3) Assist in the coordination of all activities of the project; (4) Ensuring design criteria is specified within the solicitation; (S) Obtaining of air and environmental permits; (6) Obtaining required night -of -ways and/or easements; (7) Obtaining the geotechnical report and recommendations including boring logs with testing data; (8) Preparing a preliminary site plan for platting and permitting purposes; and (9) Civil engineering necessary to obtain the final plat. PAGE 9 OF RFQ 4693 Contract # 4693 Statement of Contractor Qualifications and Proposed Project Staff statement of Qualillcalions for the City of Denton (nrQ W 400a) 4MA - Professlonal Services and Enpfneerino Design of the Pro Posed Denton Natural Gas Pivellne Juno 28, 2011 rimm INTRODUCTION We are pleased to present this Statement of Qualifications detailing our understanding and approach to the design of the proposed Denton Natural Gas Pipeline. We have a long history of serving the City of Denton and Denton Municipal Electric (DME) and hope to continue that history by providing our unique capabilities on this project. Long before the north Texas natural gas boom, Teague Nall and Perkins was cultivating a relationship with our strategic partner -- BiS Tepsco. Over the years we've shared work on various projects beginning with an 8-inch high pressure gas line relocation associated with a road widening project for the City of Euless. Over time we have collaborated on dozens of projects focusing on the natural gas industry, Some have been small and some have been multi -million dollar design and construction management projects. The key to our relationship with BiS Tepsco is that we work well together, we have the same philosophy of providing responsive service and reliable results, and we've implemented software and design methodologies that make us one hundred percent compatible. The benefit to our clients is that we work in harmony and waste little effort and time on design and drafting changes to achieve consistency, in preparing this proposal we drew upon our experience with similar projects and spent time thinking through the requirements provided in the Request for Qualifications (RFQ). For example, our methodology takes a slightly different approach than the schedule presented in the RFQ. We think a conceptual design phase is needed to fully develop the requirements for pressure, pipe size, interconnections, and other key design features. We also need to work with the City early in the project to identify critical crossings in environmentally sensitive areas. We expect this to be a very interactive process with the City's project manager, Once we've gathered data and identified the time critical Issues, we can begin a preliminary design phase. Although there may be a few design meetings with the City we do not expect to have an official review until the conclusion of the preliminary design phase. At this point, plans and specifications will be at a 90% stage and ready to be submitted through the City's Development Review Process to allow for input from multiple departments, The Final design phase will be an opportunity to refine the design and address City comments. There will also be several coordination items required on this project. In addition to coordinating with both Enterprise and Crosstex, there are other pipeline operators in the area and crossing their lines will require coordination. Portions of the pipeline are within the approach zone of the airport which will also require some level of coordination, Depending on the alignment and construction techniques used there may also be coordination with FEMA and the Corps of Engineers, None of the issues we've identified will be insurmountable nor do we think they will impact the schedule for this project. In our project approach we've also included useful Information regarding the requirements of a pipeline operator. Once the line is installed and in operation, there are state and federal requirements for documentation and training of personnel that must be followed. They may seem onerous but developing pipeline operation manuals and procedures is something our team has done — we even operate pipelines for some of our clients. We think you will find that the TNP/BIS Tepsco team is perfectly suited for this project. We are pleased to be considered and we look forward to working with the City in the future. _ _ i Statement of Qualifications for the City of Denton (RFQ No. 4693) Professional Services and EnnInserho Design of the Proposed Denton Natural Gas Ploellne June 28. 2011 4. QUALIFICATIONS OF RESPONDING FIRM! (Firm Profile - UP iffy TEAGUE N CL AND PERKINS S Serving government entities in North Texas since 1976. e Full -service civil engineering, surveying and landscape architecture/planning divisions in house. a Ten (10) principals with over 245 years of combined engineering experience operate the company. a Currently serving as City Engineer for ten (10) municipalities and two (2) utility districts in the North Texas area. e Autonomous design teams take on projects and each team ensures completion in a timely manner. Teams consist of a managing Principal, a Project Manager, engineering support staff, and technical support staff. o TNP employs state-of-the-art technology, resources, and equipment on all projects. Each project is personally supervised by one of the ten Principals. The Principal -in -Charge and the Project Manager are available to clients on all matters. .-_.—__.._._-__--_-_..._-.-.-_.---.--._.-------------___.__ Staff of approximately 100 e111pl©yees in four local offices. The breakdown of various employ Et disciplines is as -follows: i Ill Principals ! 5 ': :31 I Registered ProfessionalEnginet:rs � _.._7 2 Structural Engineers ` 8 Registered Professional Land Surveyors ? 4 > Construction inspectors ................. — — - Survey Technic€anslSupport Staff i r Client Relations Manager. Survey Cfew Chiefslfield Support 2Information Technology Professionals 2 s Traffic Engineers `2 f3gistered Landscape Architects 8 : Graduate Engineers ITI'M 2 LEED Accredited Professionals 1 ........ 1 . :. _ .....__- .... ............................'1 z I : Senior.Project Manager : 3 Landscape Designers ....:..:......... - ---. .. ........ .... . 5 Certified Floodplain Managers i I a Licensed Irrigator i `19 CAD TechniclanslDesigners to AdministiativelCieracaf upparl Stair 7 013 Professionals Computer p. tammer Right-nf-4t'ay Agents Property Relocation Specialist Construction manager ` Our multi -disciplined team offers a tremendous depth of resources and knowledge to complete projects in a timely and professional manner. The structure of our team composition allows for peer review at each level of the design development in order to provide quality control and assurance. Current staffing levels will provide us with more than sufficient capacity and availability to meet your needs. Firm Profile — BIS Tepsco ��� i H With roots dating back to 1909, BIS TEPSCO has evolved from a long tradition of service to the chemical, petrochemical, oil & gas, power, and heavy manufacturing industries. Our veteran team of industry professionals averages nearly 25 years of construction, maintenance, engineering, and corrosion control experience. Having successfully implemented projects across the United States, our realm of expertise includes process plants, refineries, powerhouses, pipelines, stations, bulk storage, and terminal facilities. Whether projects involve grassroots construction, expansion, maintenance, or demolition, we possess the expertise to safely and productively execute the work. BIS TEPSCO's team manages projects with proven practices and procedures that assure work is completed on time, within budget, and to the highest standards of quality. Nearly 75 percent of the company's business is with repeat customers who have come to depend on BIS TEPSCO's management and staff. We believe this is a true reflection of BIS TEPSCO's commitment to supply our clients with safe, cost-effective services. Our Grand Prairie office offers engineering services to assist our customers in the natural gas industry with their engineering, design, and project management needs. We provide a wide variety of management and engineering tasks to ensure that system reliability, safety, and quality goals are achieved and sustained. These tasks include detailed design and redesign, analytical and integrity surveys, AFE and capital project valuations, project management, project engineering, and regulatory compliance. We make this possible by employing a staff of versatile and solution-or€ented engineers and managers experienced in the pipeline, manufacturing and process industries. They possess a broad base of talent in civil, structural, piping, heavy machinery, electrical, instrumentation, and controls. Statement of Qualifications for the City of Denton (nFQ No. 44693) Professional Services and l:nalnearinsr Desiyn of the Proposed Denton Natural Gas ftOline June 28, 2011 Mission Statement To Improve our communities and meet our clients' needs by doing the right things, right. Core Beliefs: • Listening to our clients; • Responsive service; • Earning our clients' trust; • Establishing long-term relationships defined by ethics and integrity; • Creative problem solving; • Implementing new technologies to increase efficiency, Improve quality, and enhance presentation; • Providing a stimulating, supportive, and rewarding work environment; Services Provided e Continuous learning and .professional development of our staff; • Growth through recognizing and meeting client and market needs; and . Being a stable and healthy enterprise for our clients by achieving a reasonable return for our labors. • Our reputation has been built on these fundamentals, and we strive to improve and perfect these principles on a daily basis In all facets of our business. QUALITY, INTEGRITY, REPUTATION, RESPONSIVENESS, and SERVICE... these principles define who we are and guide all that we do. TNP's Energy Services Group together with BIS Tepsco's Grand Prairie office offer a qualified team of professionals committed to providing timely and responsive service to our clients In the energy industry. We have a proven track record of managing projects from design through construction as well as providing ongoing maintenance and testing activities. Our team of professionals work as an extension of our clients' staff giving the unique ability of evaluating project viability before design begins. We also offer extensive experience with the design and construction of natural gas facilities within an urban environment. Our professionals are some of the best in the industry when it comes to designing facilities but we also know that our clients' financial and contractual commitments are important. That's why we strive to provide cost efficient services in a timely manner throughout the life of a project. Together we offer several licensed professional engineers as well as cad technicians and designers capable of working in a SD design environment. We use state-of-the-art design software for designing liquid and gas p€pelines, analyzing stresses and surge potential, developing testing and maintenance procedures, evaluating corrosion concerns and cathodic protection needs, and preparing details to account for so€l loading and movement. Our survey, right-of-way, and SUE (Subsurface utility Engineering) personnel work closely with designers when routing a pipeline to help avoid design issues if possible. We also rely on strategic partnerships with specialty firms when needed to address geotechnical concerns, environmental issues, or projects using specialty equipment or materials. Services include: • Project Management • Feasibility and Constructability Studies • Safety and Quality Management • Planning and Scheduling • Estimating, Budgets and Valuations • Cost and Productivity Tracking • Contract Administration • Purchasing • Commissioning and Startup • Pipeline Routing • Pipeline Design • Valve Stations • Metering Stations • Compressor Stations • Site Civil Design • Structural Design • Right -of -Way Acquisition • Survey and Mapping Services • Subsurface Utility Engineering (SUE) • Class Location Studies • Pipeline integrity Management • Operations and Maintenance • Coating Rehabilitation Programs • Asset Appraisals and Valuations • DOT Regulatory Compliance Programs • Cathodic Protection Statement of Qualifications for the City of Denton (RFQ No. 4683) Professional Services and 1=nolneerinp Destcn of the Proposed Denton Natural Gas Pipeline June 28, 2011 Quality Assurance/Quality Control TNP continually strives to explore new and creative ways for solving the engineering needs of our clients and our communities. Because technology continues to provide new and innovative solutions to engineering challenges, we take each new project and compare it against past projects of similar scope to determine if there are better or more effective ways of achieving the goals of the project. One of our approaches to problem solving is through our very detailed Quality Assurance / Quality Control program as illustrated below, This QA/QC program was developed and adopted to guard against errors and omissions in preparation of plans and specifications. It includes detailed oversight by our most experienced principals throughout the life of the project, as well as in-house "third party" review by other engineers. The purpose of the program Is to assist our offices in fulfilling our goal of providing high quality services to our clients. While each design team engages in a certain level of quality control, a more formal plan helps ensure the consistent quality of TNP services. Elements of a Successful QAJQC Plan: 1. QAJQC is addressed throughoutthe life of the project. Key project milestones include: Project Initiation (i.e., prior to beginning detailed design), Preliminary Design (can range between 30% - 60% completion), Final Design (prior to bidding), and Post -Construction. 2. The level of quality control IS NOT dependent on the size of the project, 3. The process strives to be thorough, but not cumbersome. 4. The program encourages input from persons outside the responsible design team. 5. It must become part of the design development process, not an afterthought. 6. Comments and input received must be shared with the entire design team. Denton Natural Gas Pipeline QA/QC Plan Review Procedure The following review procedures have been tailored for this specific project in accordance with the project objectives and our goals established above. The procedure presented below establishes key milestones for this project and represents the minimum level of QAJQC we provide on every project. Throughout the course of this project and particularly prior to submittals the QAJQC Team Leaders (Vickery and Sherrill) will be available for technical guidance and interim reviews, Additional layers and steps may be added as conditions dictate. Project Initiation QAJQC - (KICK-OFF MEETING) Goal: To get the project started on the right track. When: Within approximately one week of beginning work. Strategy: Project Manager (Wellbaum) and all Team Leaders (Alcorn, Olivier, and Roberson) to meet with the QAJQC Team Leaders (Vickery and Sherrill) to discuss issues (design, scheduling, budget, goals, and personnel). o Conceptual Design QA/QC - (PRINCIPAL REVIEW) Goal: To catch "big picture" errors and omissions. When: Prior to submittal of plans or as an internal milestone. Strategy: Project Manager (Wellbaum) will briefly present project to Principal(s). Principal(s) will perform "big picture" review of the plans. Typically this will not involve the QAJQC Team Leaders in an effort to gain Insight from impartial review panel. Final Design Stage QA/QC - (DETAILED REVIEWS) Goal: To "ready" the plans and specifications for construction. When: Prior to submittal of final plans for bidding, Strategy: Project Manager (Wellbaum) shall submit plans, specifications and estimates to the QAJQC Team Leaders (Vickery and Sherrill) who will Independently review the project prepare a written list of comments. Statement of Qualifications for the Cltyof Denton (RFQ No. 4603) _ 3 Professional Servfcas and Enalneerinq Deslon of the Proposed Denton Natural Gas Pipeline June 28, 2011 Post -Construction QA/QC - (EVALUATE PLAN & SPEC QUALITY) Goal: To learn from our successes and mistakes. When: During construction of the project. Strategy: As construction progresses, Project Manager (Wellbaum) will evaluate the strengths and weaknesses of our construction plans and specifications. His notes will be distributed to the design team. Litigation Disclosure TNP is currently involved in one lawsuit (Curran Kubes, et a€ vs. Teague Nall and Perkins, Inc.). An explanation Is provided below. There are no cases, currently or In TNP's long history, that affects our ability to perform on contracts. Curran Kubes, at al vs.Teague Nall and Perkins, Inc, -- In May of 2010, a lawsuit was filed alleging negligence by TNP in the design of a subdivision. Jeffrey Kubes was killed in an auto accident when he was struck by another vehicle pulling out of a residential subdivision TNP designed onto an arterial street in the City of Fort Worth. The suit has been answered by TNP's legal counsel and will either be tried, settled or dismissed in the coming months or years. The driver of the vehicle that struck Mr. Kubes was also sued and that case was settled by the insurance company. Multiple responsible third parties have been enjoined to the lawsuit Including the developer of the subdivision, another engineering firm involved with the project, the screening wall designer, the wall contractor and the landscape installer. Doug Ray vs. City of Crowley and Teague Nall and Perkins, Inc.: In June 2009, a developer sued the City of Crowley and TNP (as codefendant) over regulatory floodpla€n issues on his property. TNP is under contract with the City of Crowley to review development plans and subsequently provided review comments to the developer's engineer regarding the regulatory floodplain and fioodway. The lawsuit is essentially groundless on legal and contract issues and will hopefully be dismissed at some point in the near future. Statement of Qualifications for the City of Denton (RFQ No. 4693) Professional Services and f:nglneerino Design of the Proposed Denton Natural Gas Ploellne June 28, 2011 5. REFERENCES Below Is partial listing of our client references. We urge you to contact these clients regarding similar projects we have performed for them and their level of satisfaction with our firm. We truly believe that they provide the best measure of our capabilities. Mr, Dusty Anderson, P.E. Field and Environmental Representative Cheasapeake Energy 301 Commerce Street, Suite 600 Fort Worth, TX 76102 817.870.5645 Phone 817.810.9485 Fax dander.son@chkenorgy.com Mr. Richard Cadle Senior Process Consultant Nicol & Associates, Inc. 1121 Rockingham Drive Richardson, TX 75080 972.437.9136 Phone 972.437.5443 Fax rcadle@nicolandassoc.com Mr. Stephen R English, P.E. Senior Engineer Atmos Energy Corporation 6420 LBJ Freeway, Suite 1800 Dallas, Texas 75240 214.206.2957 Phone 214.206.2132 Fax Stephen. English@atmosenergy. com Mr. Moustafa Goudarzi, P.E. Facilities Engineer Williams Exploration and Production 6776 Corporation Parkway Fort Worth, TX 76126 817.560.5033 Phone 817.244.7323 Fax mou.stafe.goudar.,J@willlams.com Mr. Alvin La Grenade, P.E. Senior Engineer Atmos Energy Corporation 5420 LBJ Freeway, Suite 1800 Dallas, Texas 76240 214.206,2723 Phone 214.206,2132 Fax A1vin.Lagrenade@atmosenergy.com Mr. Rob Haley Senior Engineer Crosstex Energy Services 2501 Cedar Springs Rd, Ste 100 Dallas, TX 75201 214.721.9466 Phone Rob,Hatoy@CrosstexiEnergy.com Mr, E. Omar Hernandez Senior Engineer Southcross Energy 1700 Pacific Avenue, Suite 2900 Dallas, Texas 75201 214.979.3767 hernandez@southcrossenergy.com Mr. Mark J. Lane President Nicol & Associates, Inc. 1i21 Rockingham Drive Richardson, TX 75080 972.437.9136 Phone 972.437.6443 Fax rntane@nicolandassoc.com Mr. Laverle Morrow, P.E. President Quality Equipment Design, Inc. 4246 South 74th East Ave Tulsa, Oklahoma 74145 918.492.4019 Phone 918.492.7110 Fax Ira orrow@qed-corp, com Ms. Zorn Raoutpour, P.E. Senior Engineer Atmos Energy Corporation 5420 LBJ Freeway, Suite 1800 Dallas, Texas 75240 214.206.2729 Phone 214.206.2132 Fax zora.raoufpour@atmosenergy. com Mr. Ken Russell Manager Link Field Services, Inc. 831 Hood Road P. O. Box 1485 Mineral Wells, Texas 76068 800,462.7199 Phone krussell@llnkfs.com Mr. Chad Small Vice President, Business Development DFW Midstream Services 8226 Douglas Avenue, Suite 523 Dallas, TX 75225 214.242.1959 Phone chad.small@dhvmidstream.com Mr. J. Ben Sparks Facilities Superintendent Williams Exploration and Production 6776 Corporation Parkway Fort Worth, TX 76126 817.560.5034 Phone 817.244.7323 Fax J.Sparks@W111ams, corn Mr. Andy Unverzagt, P.E. DFW Midstream Services 8226 Douglas Avenue, Suite 523 Dallas, TX 75225 214.242.1958 Phone andy-unveizagt@dfwrnidstream.com Mr. Steve Vogl Right -of -Way Supervisor Williams Exploration and Production 6776 Corporation Parkway Fort Worth, TX 76126 817.660,5042 Phone 817.244.7323 Fax Steve.Vogl@williams.com Mr. Patrick Zeiler President Zeit Energy Two Lincoln Centre 5420 LBJ Freeway, Suite 750 Dallas, TX 75240 214.438.0806 Phone pattick(@-zeltenergy.com Statement of Qualifications for the City of Denton (RFQ No. 46e3) �^ Professional Services and Engineerin.o Design of the Proposed Denton Natural Gas P113e11ne June 28, 2011 Relevant Experience to This Type of Work CoSery Pipeline — Collin County Texas BIS Tepsco provided pipeline and cathodic protection engineering, material selection, and construction drawings to extend a single 6.625" steel natural gas pipeline with a maximum allowable operating pressure of 550 psig from an existing dead end to an existing measuring station, The design also Incorporated coating specifications and connections to the dead end line and measuring station. This pipeline covered a distance of approximately 3000 feet in a growing urban environment near Stacy Road and S.H. 121. Designing and constructing lines in urban settings often involves a review of City and State planning documents for future roads and utilities. In some cases this can often involve meeting with developers and planning the alignment around residential or commercial development. This line was constructed in 2006. DFW Millstream Services Natural Gas Pipeline Installations -, Johnson. Ellis and Tarrant Counties Over the last several years TNP together with BIS Tepsco has been Involved in numerous natural gas projects for DFW Midstream Services. These projects primarily involve large diameter, high pressure natural gas line route surveys, property acquisition, and design. To date, we have evaluated alternatives and assisted our client in routing, designing, and constructing over 60 miles of pipelines through existing neighborhoods, power transmission line easements, city and state .right-of-ways, and across regional sewer line easements. Our relationships and ability to work with numerous governmental agencies has been key to negotiating these difficult routes. The TNP survey department has surveyed -=4= almost 15 miles of pipeline routes under a variety of conditions r and circumstances. About a third of the surveyed alignments t; involved individual residential lots and backyards. The balance - of the survey required conformance with rules and procedures . imposed by governmental agencies and utility companies. These projects are a testament of the combined power of TNP and BIS Tepsco and demonstrate our ability to provide responsive service and reliable results in a demanding and time sensitive environment. These projects involved a variety of engineering services including the following design elements, pipeline, pig trap, main line valve, valve yard, and cathodic protection engineering, material selection, route selection, alignment sheet preparation, measurement and regulation design, vendor coordination, overpressure protection design, a/c mitigation design and installation, internal corrosion control vendor coordination, in -line inspection (ILi/Smart Pig) vendor coordination, horizontal directional drill (HDD) and conventional bore design and bore profile evaluation, regulatory compliance consultation, hydrotest consultation, hot tap design, and external loading calculations. Statement of Qualifications for the City of Denton (RFO No, 4693) Professional Services and Enolneedna Desion of the Proposed Denton Natural Gas Pipeline June 28. 2011 Eagle Ford Shale Pipeline and Facilities - Nueces, Jim Wells, Duvall, and Webb Counties South Texas is enjoying a boom In oil and gas production thanks to the Eagle Ford Shale formation and hydraulic fracturing techniques. With the drilling comes a huge need for pipelines and facilities and the TNPIBIS Tepsco team is there to help. We are currently working together to provide engineering expertise on several projects in the area including the design of 18 miles of 20" natural gas and 67 miles of 24" natural gas line with MAOP's of 1200 psig and 1440 psig. While the pipeline alignment covers largely open, agricultural land the design must also address environmentally sensitive creek crossings and roadway crossings while minimizing the disruption to the residents who live and work in the area. With the new pipelines and expanded capacity also comes a need to upgrade equipment and foundations at several facilities along the route. One particular site required the development of a unique containment system to provide protection for a series of tanks and vessels, Construction of the pipeline and portions of the facility Is currently underway with many more projects to come. Crosstex Compressor Facilities — DFW Metroplex When Crosstex needed an engineering consultant to provide design assistance for some North Texas sites they called on the team of TNP and BIS Tepsco. We've provided some unique solutions for handling the temporary location of . compressor units on several sites. The design and drawings had to be completed in a manner of days so construction could be completed prior to the arrival of equipment. There was no room for error. On a different site, we developed a design for the installation of a large containment foundation system on soil that was much less than desirable. Because the facility had to be operational in a short period of time the client was faced with either renting additional containment vessels or relying on our ability to design and construct a containment foundation on schedule. We managed to have a design completed, approved by the City, and constructed in the field with days to spare. Without the partnership of TNP and BIS Tepsco, the client would have been calling a rental company. Statement of Qualifications for the City of Denton (RFQ No. 4693) Professlonal Services and Pnglneerfnq Design of the Proposed Denton Natural Gas Pipeline June 28.2011 Atmos Energy Compressor Facilities — Various Counties In Texas TNP and BIS Tepsco cultivated the close working relationship they enjoy by working as a team to address various challenges for Atmos Energy on compression facilities, storage facilities, and pipelines. Together, we have designed foundations for nearly a dozen different facilities from simple equipment pads to large compressors. Equipment has been specified for compressing, de -hydrating, metering, regulating, and valving the flow of gas through transmission pipelines that carry gas to customers around the state. We've also helped Atmos with cathodic protection engineering, material . selection and procurement, route selection, class location and high consequence area evaluation, and regulatory compliance consultation. Our services cover a broad and sometimes unique spectrum. In addition to being their natural gas consulta' nt weve also design a vehicl uar access bridge for one facility and performed a post -incident structural forensic study for another partnership allows us to provide a wide array of engineering expertise, surveying servi management while keeping the client's project on schedule and delivering the quality they demand. DFW Midstream Services Compressor Facilities — Tarrant County TNP and BIS Tepsco were a critical part of a team of engineers hired to build the first natural gas compressor station in the City of Arlington. We also had the challenge of designing and permitting the facility around a schedule that was extremely demanding with major equipment ordered to be delivered on specific dates. The pipeline routes to the facility required complex routing through urban environments and a rigorous permitting process. Onsite conditions deteriorated rapidly due to poor soil conditions and unprecedented rainfall. Multiple contractors had to start and work around each other like too many cooks in the kitchen. All of these issues required on -the -fly redesign and adjustments to plans in order to have foundations ready for equipment and piping ready to delivery gas. In the end, the building permit process caused a delay although the pipe and equipment were both ready to go. A similar project was progressing on the same schedule in Dalworthington Gardens. With many of the same site and construction conditions this project was able to stay on track throughout design, construction, and permitting. When working on high profile, high capital risk projects our team understands the importance of going the extra mile in an effort to keep a project on track. facility. Our strategic ces, and construction Statement of Qualiflcatlons for the City of Denton (RM No. 4693) Professional Services and E'n4lneerinp Design of the Proposed Denton Natural Gas Picellne June 28, 2011 2. PROPOSED PROJECT STAFF Professional ' Sclvlaes and -- a 8141geeting design of the Proposed Denton Natural Bag Pipeline Teagr�e Wl arxlRlflk Im, 71 Ski UgBE sgyt Fop- P, .. TeaNue Snbsuifar e Ii837ftitx]:: iY sd..GCapxl...... attj Statement of Qualifications for the C11y of Denton {RM No. 4693) Professional Services and PnRineerinq Design of the Proposed Denton Natural Gas Pipeline June 28. 2011 Key Personnel MICHAEL W. WELLBAUM, P.E. TEAGUE NALL AND PERKINS INC. Project Manager 1_ .,., ._ . , 7EHA$i Mr. Wellbaum has nearly 20 years of engineering experience and currently serves as the Director of TNP's Energy Services Group. He manages a multi - disciplined design team on various projects in the energy field. He has a passion for serving clients in the energy industry and his team has designed pad sites and structural foundations and supports for a variety of clients in North Texas, South Texas, and Oklahoma. The Energy Services Group has also performed pipeline class location studies and has designed almost 15,000 LP of high pressure natural gas pipelines currently operating in the metroplex, He is a licensed professional engineer in the State of Texas - #87935 and a member of the Texas Society of Professional Engineers, the National Energy Services Association, the Natural Gas and Energy Association of Oklahoma, and Texas Independent Royalty Owners Association. DANIEL R. ALCORN, P.E., C.E.M., C.M.S.D. BIS TEPSCO, INC. Pipeline Design Task Leader -- As Program Manager for BIS Tepsco, Mr. Alcorn is responsible for managing the daily operations of the Grand Prairie Engineering Group, He has extensive experience In regulated and de -regulated energy markets across the full spectrum of engineering, procurement, and construction. His core competencies Include identifying, developing, and implementing large commercial and industrial projects, natural gas pipeline construction and rehabilitation projects, oil and gas related civil and mechanical design; steel and concrete foundation design, road bore design, assistance with environmental protection studies, etc:, and piping and instrumentation (P&ID) design control systems. He is a licensed professional engineer in the State of Texas (#79234) and Arkansas (#14308). He is also an AEE Certified Energy Manager and AEE Certified Demand Side Management Professional. His recent training includes courses in RSTRENG, HDD design, and DOT gas and liquids pipeline safety regulations. JASON P. OLIVIER, P.E. TEAGUE NALL AND PERKINS, INC. Civil Support Task Leader Mr. Olivier has over 7 years of experience as a design and project manager for both municipal and private development clients. His varied experience includes the design of and management of private site development projects, natural gas pipelines and process facilities, as well as municipal roadway, water, sanitary sewer and drainage projects. These projects typically include the development of project schedules, cost estimates, schematics, and final construction plans. He is a licensed professional engineer in the State of Texas - #102303. He is a member of the Texas Society of Professional Engineers, the American Society of Mechanical Engineers and has completed training in ASME B31.8 "Gas Transmission and Distribution Piping Systems", t VA$ $LtiW'OP PRMS914;iu. VjOf€EERS Faro Genillas that JA$OH PAUL0 �{�jtinat4n IS 0 l.IR4i19!fd 1'r91e;gE,�!1gTgnLf. .,...... .. . 102303 ACTNE ' . " 913012011 Statement of Qualflications for the City of Denton (RFO No. 4693) Professional5ervices and En-tlneedno Deslqn of the Proposed Denton Natural Gas Ploeflne June 28, 2011 STEPHEN H. ROBERSON R.P.LS TEAGUE NALL AND PERKINS INC. Survey Task Leader Mr. Roberson has over 40 years of public and private sector surveying experience and has been a Licensed Professional Land Surveyor since 1982. He is responsible for the day-to-day management of TNP's in-house survey department, which includes several Registered Professional Land Surveyors, field crews, Surveyors -in -Training, and a support staff. He has been instrumental in implementing a quality assurance and quality control procedure that minimizes errors on right-of-way maps, parcel maps and legal descriptions. Mr. Roberson Is also responsible for the preparation of descriptions used for easements, right- of-way acquisitions, boundary conveyances, and annexations. His department has been instrumental in preparing boundary and topographic surveys for a variety of energy services projects including natural gas pipeline routes, fiber optic routes, and power line corridors. His team is also experienced with construction staking for pipelines and recording weld locations. He is a licensed professional land surveyor in the State of Texas - #4090. PAUL N. SHERRILL, P.E. BIS TEPSCO, INC. Quality Assurance/Quality Control Mr. Sherrill brings to the project team an extensive background in natural gas and natural gas liquids facility design and engineering support. His primary duties for BIS Tepsco involve engineering and project management of new construction and enhancement of gas compression facilities, Projects include addition of compression at underground gas storage facilities, replacement of compression at existing facility while minimizing interruption of service, and designing modifications at an existing facility to deliver additional gas volumes. That experience coupled with his involvement in developing piping and instrumentation diagrams and support of environmental quality reviews makes him well suited for the role of quality assurance and quality control, His excellent organizational, communication, and planning skills will also help guide the Initial planning process. He is a licensed professional engineer in the State of Texas (# 57356) and Colorado (# 35536). TEXAS BOAR© OF PROFESSIONAF. EXONEERS This card certifies that PAt LMLSON SHERR;ZU Is a Mons" Professlo iat Engineer. PE.L'cs'sth'1ec S!e_4 EWJ0444s1* 67f&% �J y acm1E Yd, �f strzo, GARY L. ViCKERY P E TEAGUE NALL AND PERKINS INC. Quality Assurance/Qualify Control - ims BOAfiR'0F MOFESSOk-ENG)NEERS Mr. Vickery has 31 years of civic engineering experience and currently :: �[l}Is,cafdetUl�sittai YIC�FRY, . .._,, serves as a Principal managing and is ti icvnsa4P�g7es�4 41 En -In .r. overseeing operations in TNP's Denton P.E.LbWw snag. office. He is responsible for the completion r�s :: AcrlyE< cots of a wide variety of projects, including ,e supervising and/or performing drainage studies, roadway reconstruction, water and . sewer improvements, floodplain reclamation, residential and commercial development, and major channel Improvements (LOMR and CLOMR), Mr. Vickery has also served, or is currently serving, as the primary consultant to several municipalities including Willow Park for three years, Benbrook for one year, Bartonville for five years and Denton County for two years, where his responsibilities include construction plan and plat reviews, drainage evaluations, and other general municipal consulting services. He is a licensed professional engineer in the State of Texas (# 72626) and in the State of Oklahoma (#t 7658). . re t6 OKLAHOMA STATE 1?OARI) OP " "- uclt'fSt{RL FOR [ROFESSIO At. ° ) UNGINL'LIiS AND LAND SURVEYORS r Pa 176% Gary L. Vickery i+?KcnkJ a,:, fwle,dns�t f'niixtrr, od I+aar3�a,irsd ip pnrllcr prorix,kyat reglntc.i2; le fei,t,Lmta anti 3I31I20t3 Statement of Qualifications for the City of Denton (RFQNa 4593) Professional Services and Etgtneerinct Dest_gn of the Proposed Denton Natural Gas Plnellne June 28. 2011 KYLE J. DYKES, P.E., C.F.M. TEAGUE NALL AND PERKINS, INC. Hydraulics/Hydrology Mr. Dykes, a registered Professional Engineer and Certified Floodplain Manager, has been with TNP's corporate headquarters In Fort Worth, Texas for 10 years. He is experienced in hydrologic and hydraulic modeling, channel and bank stabilization, storm drain analysis and design, sanitary sewer system design and construction review, and site development planning and design. He has managed and successfully completed numerous master drainage plans, letters of map change (LOMC), detention (downstream assessment) studies and designs, and coordination of environmental permits (USACE, and TCEQ). Mr. Dykes is an advanced user of AutoCAD LDD, HEC-RAS, HEC-HMS, PondPack, GIS, and StormCad. In addition, he regularly provides floodplain management services, drainage study reviews, and construction plan reviews for several cities in North Texas. TexasPtoodplain Management Association Hereby Acknowtedpss XYLt: DYKES As A Nationalty Accredited CERTIFIED rL00DPLAIN MANAGER Certification No. 078"SN This Cer(Mcation Is Effective Unti- Decernbet 2011 BILL M. HUGHS P.E. C.E.M. C.M.S.D, BIS TEPSCOINC. Construction Management Task Leader - Mechanical 7ExASRt?tSRD'OFPP14f .SSXiN1C1;_t� INEERS Mr. Hughs is a Project Engineer with BIS Tepsco's Engineering — Corrosion, & ' 7nls.caraeefiip3sinar` . Regulatory Compliance Services Group. With more than 33 years of energy wrtt!uiexis related construction, maintenance, and engineering, regulatory compliance Mr. tsa<�kgnaea.f'ioT:3ssjoR�r:idgtng91!4 Hughs Is well suited for the role of construction manager on this project. He is PEL�r,dW. +, g p 1 37783S3i412 particularly competent in the areas of Integrity Management and construction management related to: operations, cathodic protection, AC mitigation, chemical treatment of gathering lines, odorizing, compliance and maintenance of natural gas transmission and distribution pipelines, project management, gas measurement and regulatory compliance. He Is also capable of providing assistance and compliance with Texas Railroad Commission Audits. Mr. Hughs is a licensed engineer In the State of Texas (#37763), an AEE Certified Energy Manager and AEE Certified Demand Side Management Professional. He has also attended numerous specialized training courses including the NTS Trench Excavation Seminar - Competent Person Excavation Safety, Underground Damage Prevention Rule, Pipeline & Gas Distribution Safety Emergency Response, Texas Railroad Commission Public Awareness Dig Tess Training, 2009 FERC Standards of Conduct, and DOT Gas Pipeline Regulations Workshop. GLEN E. MARTIN TEAGUE NALL AND PERKINS INC. Construction Management Task Leader — Civil Mr. Martin brings more than 40 years of civil construction expertise to the construction management team. As a TxDOT Engineering Specialist and Project Manager he was responsible for all facets of construction for highways across the Fort Worth District. In recent years he has been responsible for managing the construction of compressor pads, valve and meter stations, and pipeline Installations. In some cases he has simple overseen the work of contractors for a client. In other cases he has lead the construction team on projects when TNP was hired to function as a general contractor. NOTE. TNP agrees that the key personnel assigned to the Contract shall remain available for the entirety of the project throughout the term of the Contract as long as that individual Is employed by the Respondent or unless the City of Denton agrees to a change in the key personnel Contract # 4693. Drawings and Project Timeline i K:7N ei9& &lwP,r$5 tlkHYtld>:oG C G ACw voG G G�7; GGECS le �, • C• z° F i' �� ° fe � � 3 v B v;v p � n 9 +� 3 33 00� $ Fy ai8�`a3:�'$S¢g¢9 � 1 UlfF.?$1 g:3:3��Y go o �.°. °n 8, <9�3 - ��:a:E a gg 'e: 'qv A AY• a aana C3�3 p • 3 .. c" @s 3 C�"ii End 3'dy�3 �:V. �BG .C'4�.R:m S wo ypp 2 q.q... ad.g.� 3n�p3Pi , N �i��'O'8 O :n v0 G�`+O �" �' �' yWj o n n u 6 0 n n0'G'd o O W �, Nn•� tiYn g.� � O O O 0:010 O O a xsxa: ! a E E 7 �s's V a• ; a e � s� u �." a A a ;a a a a d ` � � $:^.� $ � a a'• � a a " s .^.n • s NN n "' a v: " � PJ ?J. $ O a ? e~., " G b 3 n ?F as ° � g T � e a 0 r XI. PAYMENT AND INVOICES: All responses shall specify terms and conditions of payment, which will be considered as part of, but not control, the award of a contract. City review, inspection, and processing procedures ordinarily require thirty (30) days after receipt of invoice, materials, or services. Responses which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. X. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95-0.07 and #95-0.09. Awarded contractor shall prepare and submit monthly invoices based on the estimated completion of the major project phases. The invoice shall include a status report that will identify the major tasks associated with each phase, a percentage completion of each task, and comments regarding the status of each task. The invoice and status report shall be submitted to the City of Denton and the City's Project Staff shall review such for completion and accuracy, prior to payment authorization. The respondent shall complete Exhibit 1, Information Sheet for RFQ 4672. PAGE 11 OF RFQ 4Q3 N-ITIM - =4_1 W=! Project Fee Schedule - As Approved by Denton City Council December 13t", 2011 City of Denton - Natural Gas Pipeline TNP No. DME11233 The professional fees for this project are divided into three main categories. Basic Services involves the design and survey scope items necessary to prepare plans and specifications for construction of the project and are billed as lump sum or fixed fee without regard to the actual effort_ or tasks performed by the Engineer. Special Services involves construction administration and miscellaneous tasks defined in the scope with actual effort billed in accordance with the standard rate sheet for this project. Additional Services are tasks that can be performed or managed under the contract with an approved scope and will be performed at a negotiated rate either hourly or as a fixed fee. Basic Services: The CLIENT agrees to pay the ENGINEER a fixed fee for BASIC SERVICES as outlined in the Scope of Basic Services. BASIC SERVICES shall be billed monthly in accordance with the following schedule and based on the ENGINEER's estimate of percent complete on each phase. Conceptual Design Phase Services (Fixed Fee) ..................... $ 132,000 Preliminary Design Phase Services (Fixed Fee) ...................... $ 113,000 Final Design Phase Services (Fixed Fee) ................................ $ 24,800 Basic Services Subtotal........................................................ $ 269,800 Special Services: The CLIENT agrees to pay the ENGINEER an amount equal to the actual effort performed for SPECIAL SERVICES as outlined in the Scope of Special Services. SPECIAL SERVICES shall be billed monthly based on actual labor and expense effort in accordance with the standard TNP Energy Services Rate Sheet- The following budgetary amounts are provided for each phase and for planning purposes only. These amounts shall not be construed as a minimum or maximum dollar amount for the effort required to complete the associated task. Misc. Services (Hourly Fee) ......................................................... $ 45,00 Basic Services Subtotal........................................................ $ 45,000 Additional Services: The CLIENT agrees to pay the ENGINEER based on a negotiated fixed fee or an hourly reimbursable amount based on an agreed upon scope for the ADDITIONAL SERVICES. The effort for these services shall be billed monthly. Denton Natural Gas Pipeline (RFQ 4693) Exhibit D — Scope of Services, November 14, 2011 TNP No. DME11233 Page 8 of 10 Contract # 4693 Additional Negotiated Pricing to be accessed upon potential future approval by Denton City Council Denton Natural Gas Pipeline (RFQ 4693) Exhibit D —Scope of Services, November 14, 2011 TNP No. DME11233 Page 9 of 10 Special Services: The CLIENT agrees to pay the ENGINEER an amount equal to the actual effort performed for SPECIAL SERVICES as outlined in the Scope of Special Services. SPECIAL SERVICES shall be billed monthly based on actual labor and expense effort in accordance with the standard TNP Energy Services Rate Sheet. The following budgetary amounts are provided for each phase and for planning purposes only. These amounts shall not be construed as a minimum or maximum dollar amount for the effort required to complete the associated task. Construction Administration Services (Hourly Fee) ......................... $ 175,000 Basic Services Subtotal........................................................ $ 175,000 Additional Services: The CLIENT agrees to pay the ENGINEER based on a negotiated fixed fee or an hourly reimbursable, amount based on an agreed upon scope for the ADDITIONAL SERVICES. The effort for these services shall be billed monthly. Additional Agreement: The City of Denton reserves the right to access the above pricing, prior to issuance of a solicitation for the public works construction of the Natural Gas Pipeline and upon approval of the Denton City Council, which has been previously negotiated between both parties during the public procurement process for RFQ 4693, and allowed per Texas Government Code 2254, and Texas Local Government Code 252.042. Denton Natural Gas Pipeline (RFQ 4693) Exhibit D — Scope of Services, November 14, 2011 TNP No. DME11233 Page 10 of 10 1 I 1 SECTION VIII Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public rights -of -way. 1. CO'NTRACTOR'S OBLIGATIONS, The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price Unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 bores, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.Q.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be PAGE 17 OF RFQ 4693 used to ship the deliverables. The place of delivery shall be that set forth in the block of the purchase order or purchase release entitled "Receiving Agency". 7. RIGHT OF INSPECTION AND RE,JECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must frilly comply with all provisions of the Contract as to time of delivery, quality, and quantity, Any non- complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform. under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. L use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. PAGE 18 OF RFQ 4693 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA.). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City_ harmless from and against all claims, deinands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Contractor shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices received by the City will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise dine the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; PAGE 19 OF UQ 4693 I third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding, F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding, The City's payment obligations are payable only and solely from funds Appropriated and available for this contract, The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor, The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts'due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor. 15. FINAL PAYMENT AND CLOSEOUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is requited to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract, Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment tivill constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and I a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT; If the price stated on the Offer includes 'the cost of any special tooling or special test equipment fabricated or required by the Contractor for the propose of PAGE 20 OF RFQ 4693 filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The Contractor agrees that the representatives of the Office of the City Auditor or other authorized representatives of the City shall have access to, and the right to audit, examines, or reproduces, any and all records of the Contractor related to the performance under this Contract. The Contractor shall retain all such records for a period of three (3) years after final payment on this Contract or until all audit and litigation matters that the City has brought to the attention of the Contractor are resolved, whichever is longer, The Contractor agrees to refund to. the City any overpayments disclosed by any such audit, B. The Contractor shall include section a. above in all subcontractor agreements entered into in connection with this Contract. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/ViWBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor, If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terns of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: L require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. PAGE 21 OF RFQ 4693 D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19, WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar fermis of purchase. B. The Contractor certifies.. -that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to. any other remedy available, the City may deduct fiom any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY -- TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and -represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract or by the manufacturer, the warranty period shall be at least one year or the manufacturer's warranty period, whichever is longer, from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor, The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. PAGE 22 OF RFQ 4693 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be frilly and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date, If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor, The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services fiom another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non -conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non- conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent. to perform, demand may be made to the other party for written assurance of the intent to perform, In the event that no assurance is given within the time specified after demand is made, the demanding .party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORD NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property, Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice, 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. PAGE 23 OF RFQ 4693 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judginent interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years, All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of fiends Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their PAGE 24 OF RFQ 4693 respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non -conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT, NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEED. CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Attachment A. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements. i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. il. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (t4) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the*required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the' time the policies are issued and shall be written by companies with A.M. Best ratings of B+VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: PAGE 25 OF RFQ 4693 City of Denton Procurement Department 901-B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified, If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self -insured retentions, if any, stated in policies. All deductibles or self -insured retentions shall be disclosed on the Certifreate of Insurance, xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: ,Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a on adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) PAGE 26 OF RFQ 4693 business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means, Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901-B Texas Street, Denton, Texas 76201 and marked to the attention of the Procurement Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any thud party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors, The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under Ibis Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential information. PAGE 27 OF RFQ 4693 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for - hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made -for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work -made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract, When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the PAGE 28 OF RFQ 4693 Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision -making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. PAGE 29 OF RFQ 4693 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the dinning of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as.agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills.to assist with resolution of the dispute, Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contact interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under. and shall be governed by the laws of the State of Texas, performable in Denton County, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction' of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from. any competent authority as contemplated herein.. 51.. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform. the Contract to replace any stricken provision with a valid provision that PAGE 30 OF RFQ 4693 comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: Holiday Date Observed New Year's Day (observed) December 31, 2010 MLK Day January 17 Memorial Day May 30, 2011 4th of July July 4, 2011 Labor Day/Sept 11 observed for Fire Civil Monday, September 5, 2011 Service employees Thanksgiving Day November 24, 2011 Day After Thanksgiving November 25, 2011 Christmas Eve (observed) December 24, 2011 Christmas Day (observed) December 25, 2011 New Year's Day observed Monday, Januar 1 If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or authorized designee(s). 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice as defined in Chapter 5-4 of the City Code. No person shall, on the grounds of race, sex, age, handicap, creed, color, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this Solicitation. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56, BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) A. Definitions. As used in this paragraph — PAGE 31 OF RFQ 4693 i. "Component" means an article, material, or supply incorporated directly into an end product. I "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus alloc able. overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. V. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S,C. i0a - 1Od) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate", 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 59. LICENSE FEES OR FAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the contractor. 60. PRE, VAILING WAGE RATES: All Contractor's will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices, http://-v�,mv.access.gpo.gov/daN,isbacon/tx.htinl PAGE 32 OF RFQ 4693 61. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to fUrnishing and performance of the Contract. 62. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Contractor shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. Contractor is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Contractor shall ensure compliance with all federal and State tax laws and withholding requirements, The City of Denton shall not be liable to Contractor or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Contractor's omission or breach of this Section. 63. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug - free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 64. CONTRACTOR LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Contractor shall be liable for all damages to government -owned, ]eased, or occupied property and equipment caused by the Contractor and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract, The Contractor shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 65. FORCE MAJEURE: The City of Denton, any Customer, and the Contractor shall not be responsible for performance under the Contract should it be prevented fiom performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Contractor will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Contractor continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Contractor shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 66. NON -WAIVER OF RIGHTS: Failure of a Panty to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or. partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. PAGE 33 OF RFQ 4693 67. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 68. RECORDS RETENTION: The Contractor shall retain all financial records, 'supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Contractor shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the City of Denton or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Contractor shall grant access to all books, records and documents pertinent to the Contract to the City of Denton, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal :funds being spent under the Contract. PAGE 34 OF RFQ 4693 W M1. M, Statement of Qualifications for the City of Denton (RFQ No. 4603) _ Professional Services end Enalneerina Desfan of the Proposed Denton Natural Gas Pipeline June 28, 2011 ATTACHMENTS ATTACHMENT D BUDGET AND COMPLIANCE QUESTIONNAIRE This form shall have been completed and submitted with the solicitation process. 1. Firm Name: Teague Nall and Perkins, Inc. 2. Address: 235 W. Hickory Street, Suite 100, Denton, Texas 76201 3. Tax Payer ID#: 75-1645991 4. Email Address of Primary Contact: mwellbaum@tnp-online.com 5. Website Address: www.tnp-online.com 6. Telephone: 817.336.5773 7. Fax: 817,336.2813 8.Other Locations: Fort Worth: 1100 Macon Street, Fort Worth, Texas 76102 Dallas: 12160 North Abrams Road, Suite 608, Dallas, Texas 75243 Sherman: 200 North Travis Street, Suite 600, Sherman, Texas 75090 9. Organization Class: Partnership Individual Corporation TNP is a privately owned Corporation. Association 10. Date Established: 1976 11. Former Business Name: Teague and Nall Engineers 12. Date of Dissolution: 1979 13. Subsidiary of: None. 14. Historically Underutlilxed Business: No. 15. Principals and Officers: Please detail responsibilities with the name of each principal or officer. Each of the following individuals, acting in their capacity as an Officer of the Corporation, Principal, and/or Director of Surveying has full power and authority to enter into contracts, or to execute and deliver related Instruments and other documents to various agencies, entities, individuals and corporations, etc., on behalf of Teague Nall and Perkins, Inc. (the "Corporation"), and that no counter -signature is required on such contracts and documents in order to make said contracts and documents legally binding upon the Corporation. Mark 11. Berry, Principal - CEO & Treasurer; Board of Directors Gary L. Vickery, Principal Michael A. Jones, Principal - President; Board of Directors Mark J. Holliday, Principal C. Ty Hilton, Principal -- Vice President & Secretary; Board of Directors Christopher L. Schmitt, Principal Stephen H. Roberson, Principal, Director of Surveying Tom RuVedge, Principal Greg D. Saunders, Principal Scott C. Wilhelm, Principal Statement of Qualifications for the City of Denton (RFQ No. 4e93) Professional Services and Ennineadha Deslan of tha Proposed Denton Natural Gas Pinefine June 28, 2011 16. Key Personnel and Responsibilities: Please detail responsibilities with the name of each key personnel. Role & Responsibilities Mark R. Berry, P.E. - Principal & CEO: Mark is responsible for the financial administration of the firm, as well as overseeing all marketing and business development activities. He also is Principal -in -Charge of our Landscape Architecture and Planning Department, Michael A. Jones, P.E. - Principal & President; Mike Is responsible for Human Resource Management, as well as the firms operaiions. He is also Principal -in -Charge of our Survey Department and Stormwater Group. C. Ty Hilton, P.E. - Principal, Vice President, & Design Group Leader: Ty's primary responsibility is Director of Transportation. He also oversees our ROW Acquisition Construction Management and Utility Coordination groups. Scott C. Wilhelm, P.E. - Principal & Design Group Leader: Scott is Group Leader for several design teams, concentrating on public works projects and private residential development. Greg D. Saunders, P.E. - Principal & Design Group Leader: Greg Is Group Leader for several design teams concentrating on public works improvements projects. Mark J. Holliday, P.E. - Principal & Dallas Office Manager: Mark's primary responsibility Is management, marketing and business development for the Dallas office. Gary L. Vickery, P.E. - Principal & Denton Office Manager: Gary's primary responsibility Is management, marketing and business development for the Denton office. Tom Rutledge - Principal & Design Group Leader; Tom's primary responsibility Is Group Leader for several design teams concentrating on site development and public works improvement projects. Christopher L. Schmitt, P.E. - Sherman Office Manager: Chris' primary responsibility is project management, as well as marketing and business developmentior the Sherman office, Robert W. Jenkins, P.E. - Traffic Engineering Manager; Robert's primary responsibility is project management, as well as marketing and business development of our Traffic Engineering services. Bill Wimberley, P.E., R.P.L.S, - ROW/Construction Manager & Utility Coordination Manager: Bill's primary responsibility is management, marketing and business development of our ROW Acquisition, Construction Management, and Utility Coordination Services. Stephen H. Roberson, R.P.L.S. - Director of Surveying: Steve's primary responsibility Is the management of TNP's survey services and personnel, including project management for key clients, Adam M. Whitfield, R.P.L.S. - Denton Survey Manager: Adam's primary responsibility Is the project management of survey services in the Denton office. Steve Hampton, R.P.L.S. - Geodetic Survey Manager: Steve's primary responsibility is the management of projects, QA/QC and the establishment of survey control criteria and procedures for survey projects. Statement of Qualifications for the City of Denton (RFQ No. 4693) —� Professional Services and Enalneerina Design of the Proposed Denton Natural Gas Ploellne June 28, 2014 17. Number of Personnel by Disoi'pfine: .. _.............. ...... — .... _..... - ..... --- ..._.....-------....----.._..----_--- Stpff of oppibxjinatoly '100 employees in low local offices. The breakdaivii of various entlilayee djscjplines is -es follows: - ..... Principals 6 'Registered Prolessicnal Land Surveyors 4 t. tbnstructli n Inspectors I -it) — a 31 Aegtstered Professional I nginears 7 Survey7eeirnsciansiSuppari S toff -; t CUent.tielatians hlanagor 2 Structural Engineers B Survey Crew Chiefs/Field Support 2 hrformation Technology Professionals I I 21 Traffic Eng 'nears:. :.:: _ 21 Registered Landscape Art fti[ests :. ... �. . t. CnntputacP(ogrmmaf.: ' S i Graduate Engineers lE1Ts) I c jSenlar Preet 2 : LEED Accredited Professionals Lan sc_ap_e D_esi9net. . _ 4 4 -Right of 4Way Agents i WARY'-S....... :..::::..:.: ... j . r— 5 I Certified Floodplain Managers j 1 Licensed Irrigator - __—._..- ............ ........):- I _C...o_o._rdinattl....:.... ..... ....... i Property Relocation specialist 19 00Techniciansl0esigners_ _ iµin. 7' GIS Professionals Staff 1 i Corislruetion Manaiser :: 18. Services Provided by Firm: Please provide a detailed listing of all services provided by your firm. Civil Engineerina Transportation System Infrastructure Traffic Engineering/Signalization Water System Infrastructure Wastewater System Infrastructure Floodplain Management Storm Water Facilities Site Design Water, Wastewater, & Storm Water Master Plans Structural Design Land Development Environmental Permitting FEMA Map Amendments (CLOMRs & LOMRs) Regional Utility Studies Energy Services Pipeline Routing Pipeline Design Valve Stations Metering Stations Compressor Stations Site Civil Design Structural Design Right -of -Way Acquisition Survey and Mapping Services Subsurface Utility Engineering (SUE) Class Location Studies Pipeline Integrity Right -of -Way Acquisition Route Feasibility Studies and Analysis Surveys, Right -of -Way Maps, Legal Descriptions Title Examination and Curative Actions Property Value Analysis --Appraisal Reports Comprehensive Review of Appraisal Value Opinions Property Acquisitions through Negotiations Relocation Assistance Closing Services Support of Condemnation Actions Property Management Utility Coordinatton/Englneering Conflict Determination Utility Adjustment flans Redesign of Roadway Elements to Eliminate Conflicts Adjustment Agreement Packages for Reimbursable Work Utility Adjustment inspection As-Suilt Plan Preparation Construction Management Value Engineering Cost Opinions Bid Phase Services Contract Administration Resident Engineering Resident Project Representation Scheduling Quantity Accounting and Contractor Payments Materials QA/QC Project survey Controls Construction Staking Project Records to support Agency Audits Constructability Analysis Traffic Control Plan Field and Change Orders Record Drawings Governmental Consulting Capital Improvement Planning Bond Planning Street Condition Evaluations Plan, Site Plan, Zoning & Plat Reviews Zoning &.Platting Requirements Annexation & Deannexaffon Agreements Impact Fee Implementation Subdivision Ordinances Construction Standards & Specifications Thoroughfare Planning Corps of Engineers, TCEQ, & FEMA Requirements Roadway Alignment Studies Storm Water Utility Fees Grant/Loan Applications One -Half Cent Sales Tax Implementation Expert Witness Testimony Surveying & Mapping Global Positioning System Surveying (GPS) Computerized Mapping Geographic Information Systems (GIs) Monumentation Land, Easement, & Right -of -Way Surveys Design &Topographic Surveys Platting Right -of -Way, Property, & Easement Document Preparation Construction Staking Statement of Qualifications for the City of Denton (RFQ No. 4093) Professional Services and Engineering Deslan of the Proposed Denton Natural Gas Pipeline June 28, 2011 NOW Subsurface Utility Engineering All Quality Levels (A, B, C, & D) Subsurface Utility Engineering Utility Layout Mapping Field Data Collection Ground Penetrating Radar Services Pier Hole Excavation Non -intrusive Aqua or Air Excavation Private Utility Designation Non -Metallic Utility Locating Utility Condition Assessment Records Research And Reconnalssance Dig Tess Management Landscape Architecture and Planning Park & Trail Design Sports Field Design Streetscape Design Landscape Design Parks, Recreation & Traits Master Plans Landscape/Open Space Master Plans Comprehensive Master Plans Campus Master Planning Land Development Planning Town Centerf transit Oriented Urban Design Resldenlial/Retail/Mixed-Use Design Design Guidelines Design Visualizaifon services Zoning Annexation Feasibility Studies Transoortation Route Studies Schematics Coordination of Environmental Studies Highway PS & E Drainage Analysis and Design Bridge Layout and Design TrafRo/iTS, Analysis and Design Traffic Control/Construction Sequencing Surveying - Right -of -Way Maps Surveying - Topographical Design Survey Subsurface Utility Engineering Utility Coordination ROW Acquisition Streetscape/Landscape Design Site Development and Land Development On -Site & Off -Site Engineering Grading Drainage Studies & Storm Drainage Design Floodplain Studies & Reclamation FEMA Mapping & 404 Permitting Detention/Retention Pond Design Storm Water Pollution Prevention Plans Water & Sanitary Sewer Design Parking Lot & Roadway Design Perimeter Road & Drainage improvements Off -Site Water & Sanitary Sewer Extensions Off -Site Gas Line Extensions Irrigation Wells Construction Phase Services Traffic ✓=n inq eering/Sianalization Interchange Feasibility Studies Interchange Justification Studies Traffic Safety Studies Traffic Impact Studies Signal Design Signal System Design & Timing . _ Signing and Pavement Marking Design Site Access and Parking Studies Speed Zone Studies Corridor Studies Thoroughfare Planning Studies Schemattc Design Construction Traffic Control Planning 19. Professional Liability Coverage, Error & Omissions, etc. TNP carries ample amounts of insurance in the unlikely event of an insurance claim. We carry a $1,000,000 per claim/annual aggregate Professional Liability policy; a $1,000,000 (each accident) Workers Compensation policy; a $1,000,000 per occurrence/$2,000,000 aggregate General Liability policy; a $1,000,000 (combined single limit) Automobile Liability policy; and a $4,000,000 (per occurrence/aggregate) Excess/Umbrella Liability policy. Errors & Omissions: TNP has developed a quality assurance/quality control program to guard against errors and omissions in preparation of plans and specifications. Detailed oversight by our most experienced principals throughout the design process and in-house "third party" review by other engineers are key aspects of that program. Frequent in- house design review meetings are conducted with every project, with appropriate documentation by the project manager. In the unlikely event of an errors and omissions claim, TNP carries a $1 million per event professional liability insurance policy as a precautionary measure. Higher coverage can be obtained on a project -by -project basis. Statement of 4ua11ficallons for the City o1 Denton (RFQ No. 4693) Professional Services and Enpineedna Design of the Proposed Denton Natural Gas Pipeline June 28, 2011 20. Work Type — Distribution by Proportion of Annual Average: Annual Avg, Work Type % of Total Projects % of Total 5.8% 5.6% _Water Wastewater 2.6% 2.1 % i Storm Water j 6.8% 5.4% 32.4% ! 3 Transportation 14.2% �_ —� Energy Services 5.0% t _ 12.8% i Site Development() 30.4% 22.5% Other i2t -- 35.3% 19.2% 1) Includes site engineering and surveying for schools, hospitals, churches, commercial & industrial buildings 2) Other categories include surveying, mapping, parks, sports fields, traffic, bridges, structures, landscape architecture, right-of-way services, SUE and general consulting 21. Please indicate the total number of projects your firm has undertaken within the last five years? No. of Year i Projects 2010 204 12009 I 248 I 2008 ,I 253 j Total j 705 Average 235 22. Has your company filed or been named In any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. TNP is currently Involved in one lawsuit (Curran Kubes, et al vs.Teague Nall and Perkins, Inc.). An explanation is provided below. There are no cases, currently or In TNP's long history, that affects our ability to perform on contracts. Curran Kubes. et al vs.Teague Nall and Perkins. Inc. — In May of 2010, a lawsuit was filed alleging negligence by TNP in the design of a subdivision. Jeffrey Kubes was killed in an auto accident when he was struck by another vehicle pulling out of a residential subdivision TNP designed Onto an arterial street In the City of Fort Worth. The suit has been answered by TNP's legal counsel and will either be tried, settled or dismissed in the coming months or years. The driver of the vehicle that struck Mr. Kubes was also sued and that case was settled by the insurance company. Multiple responsible third parties have been enjoined to the lawsuit including the developer of the subdivision, another engineering firm involved with the project, the screening wall designer, the wall contractor and the landscape Installer. Doug Ray vs. City of Crowley and Teague Nall and Perkins. Inc.; In June 2009, a developer sued the City of Crowley and TNP (as codefendant) over regulatory floodplain issues on his property. TNP is under contract with the City of Crowley to review development plans and subsequently provided review comments to the developer's engineer regarding the regulatory floodplain and floodway. The lawsuit is essentially groundless on legal and contract issues and will hopefully be dismissed at some point in the near future. Statement of Qualifications for the City of Denton (RFQ No. 4693) Professional Services and 1=n.QfneerinQ Desi.Qn of the Proposed Denton Natural Gas Pinefine June 28, 2011 23. please provide at least (6) five references (preferably municipalities) and contract amounts. Contract Amounts; Multiple contracts ranging in value from $30,000 to $2,000,000 each. 1. City of Denton 215 F. McKinney Street Denton, Texas 76201 940.349.8200 phone 2. City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 817.392.2255 phone 3. City of Haltom City 4200 Hollis Haltom City, Texas 76117 817.834,9036 phone 4. City of Weatherford 303 Palo Pinto St. Weatherford, Texas 76086 817.698.4270 phone S. City of Arlington 101 W. Abram Street Arlington, Texas 76010 817.459.6186 phone 24. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? No. If so, where and why? Give name and telephone number of Owner. 25. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). No. 26. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? Yes. (http:/fwww.osha.Eov/t)ls/osliaweb/owasrcli,searcit fomi?p doe h pe=STANDARDSRp toe level=l&p keyvaluc7-=l926) Sfaternent of Qualifications for the City of Denton (RFQ No. 4693) Protesslonal Services and Englneerinq Design of the Proposed Denton Natural Gas Pipeline June 28, 2011 ATTACHMENT E SAFETY RECORD QUESTIONNAIRE (Must Be Submitted with Proposal Response) This form shall be completed and submitted with the solicitation process. The City of Denton desires to avail itself of the benefits of Section 252.0436 of the Local Government Code, and consider the safety records of potential contractors prior to awarding contracts for the City of Denton contracts. Pursuant to Section 252.043(b) (8)) of the Local Government Code, the City of Denton shall consider the safety record of a respondent prior to awarding contracts on City contracts. The definition and criteria for determining the safety record of a respondent for this consideration shall be: The City of Denton shall consider the safety record of the respondents In determining the responsibility thereof. The City may consider any incidence Involving worker safety or safety of the citizens of the City of Denton, be It related or caused by environmental, mechanical, operational, supervision or any other cause or factor. Specifically, the City may consider, among other things: a. Complaints to, or final orders entered by, the Occupational Safety and Health Review Commission (OSHRC), against the respondent for violations of OSHA regulations within the past three (3) years. b. Citations (as defined below) from an Environmental Protection Agency (as defined below) for violations within the past five (5) years. Environmental Protection Agencies include, but are not necessarily limited to, the U.S. Army Corps of Engineers (iJSACOE), the U.S. Fish and Wildlife Service (USFWS), the Environmental Protection Agency (EPA), the Texas Commission • on Environmental Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCEQ), the Texas Department of Health (fDH), the Texas Parks and Wildlife Department (TPWD), the Structural Pest Control Board (SPCB), agencies of local governments responsible for enforcing environmental protection or worker safety related laws or regulations, and similar regulatory agencies of other states of the United States. Citations Include notices of violation, notices of enforcement, suspensionfrevocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. c. Convictions of a criminal offense within the past ten (10) years, which resulted in bodily harm or death. d. Any other safety related matter deemed by the City Council to be material in determining the responsibility of the respondent and his or her ability to perform the services or goods required by the proposal documents in a safe environment, both for the workers and other employees of respondent and the citizens of the City of Denton. In order to obtain proper information from respondents so that City of Denton may consider the safety records of potential contractors prior to awarding City contracts, the City of Denton requires that respondents answer the following three (3) questions and submit them with their proposals: QUESTION ONE Has the respondent, or the firm, corporation, partnership, or Institution represented by the respondent, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES NO X Statement of Qualifications for the City of Denton (RFQ No. 4693) Professional Services and Snalneerinp Deslan of the Proposed Denton Natural Gas Ploellne June 28, 2011 If the respondent has indicated YES for question number one above, the respondent must provide to City of Denton, with its proposal submission, the following information with respect to each such citation: Date of offense, location of establishment inspected, category of offense, final disposition of offense, if any, and penalty assessed. QUESTION TWO Has the respondent, or the firm, corporation, partnership, or institution represented by the respondent, or anyone acting for such firm, corporation, partnership or Institution, received citations for violations of environmental protection laws or regulations, of any kind or type, within the past five years? Citations include notice of violation, notice. of enforcement, suspension/revocations of state or federal licenses, or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. YES NO X If the respondent has indicated YES for question number two above, the respondent must provide to City of Denton, with its response, the following Information with respect to each such conviction: Date of offense or occurrence, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. QUESTION THREE Has the respondent, or the firm, corporation, partnership, or Institution represented by respondent, or anyone acting for such firm, corporation, partnership, or institution, ever been convicted, within the past ten (10) years, of a criminal offense which resulted in serious bodily injury or death? YES NO X If the respondent has Indicated YES for question number three above, the respondent must provide to City of Denton, with its proposal submission, the following Information with respect to each such conviction: Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. Statement of Qualifications for the City of Denton (AFR No. 4692) Professional Services and Enaineerinq Deslqn of the Proposed Denton Natural Gas Pfpefine June 28, 2011 ATTACHMENT H DISADVANTAGED BUSINESS UTILIZATION This form shall be completed and submitted with the solicitation process. The City of Denton will ensure that purchases of equipment, materials, supplies, and /or services comply with Texas Local Government Code 252.0215, in regards to competitive requirements in relation to Disadvantaged Business Enterprises (DBE). The City will ensure that all procurement opportunities are cost effective, and contributable to the competitiveness of the City, and its customers. All Procurement activities will be conducted in an open and fair manner with equal opportunity provided for all qualified parties. The City of Denton will provide equal contracting opportunities as provided by State and Federal law to small business enterprises, Historically Underutilized Businesses, and Disadvantaged Business Enterprises. The City of Denton encourages all awarded Contractors to seek qualification as a DBE and/or utilize DBE's as sub -contractors, where feasible, to meet the overall intent of the legislation. Disadvantaged Business Enterprises (DBE): are encouraged to participate In the City of Denton's procurement process. The Purchasing Department will provide additional clarification of specifications, assistance with Proposal Forms, and further explanation of procurement procedures to those DBEs who request it. Representatives from DBE companies should identify themselves as such and submit a copy of the Certification. The City recognizes the certifications of the State of Texas Building and Procurement Commission HUB Program. All companies seeking information concerning DBE certification are urged to contact. State of Texas HUB Program -- TPASS Division PO Box 13047, Austin, TX 78711-3047 (512) 463-5872 or (888) 863-5881 or http://www,window.state.tx,uslprocurement/pro.q/hub/ Instructions: If your company is already certified, attach a copy of your certification to this form and return with the submission. If your company is not already certified, and could be considered as meeting certification requirements, please use the web link to obtain such. If you are submitting a response and plan to utilize DBEs, then use the form below to identify the business and Include the business HUB certification. COMPANY NAME: Teague Nall and Perkins, Inc. REPRESENTATIVE: Michael Wellbaum, P.E. ADDRESS: CITY, STATE, 21P: TELEPHONE NO. 1100 Macon Street Fort Worth, Texas 76102 817,336.5773 817.336.2813 Indicate all that apply: Minority -Owned Business Enterprise Women -Owned Business Enterprise Disadvantaged Business Enterprise ',::..X:: Nt3T A.PPLlCABLE::TNP: is NOT::A rriinori#y. Statement of Qualifications for the City of Denton (WO No. 4693) _ Professional Services and @nalneerinq Deslon of the Proposed Denton Natural Gas Ploallne June 28. 2011 ATTACHMENT G CONFLICT OF INTEREST STATEMENT CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other er,§on doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1481, 80th Leg., Regular OFFICE USE ONLY Session. Date Received This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship as defined by Section 176,001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. No business relationships exist at this time. 2 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71 business day after the date the originally filed questionnaire becomes Incomplete or inaccurate. 3 Name of local government officer with whom Eller has an employment or business relationship. None. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001 (1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named In this section receiving or likely to receive taxable income, other than Investment income, from the fifer of the questionnaire? ❑ Yes ❑ No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment Income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? ❑ Yes ❑ No C. Is the Eller of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? ❑ Yes ❑ No D. Describe each affiliation or business relationship. 4 June 28, 2011 Signature of person doing business with the Date governmental entity CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY Th is questionnaire is being filed in accordance with chapter 176 of the Local Government Code by Date Received a person doing business with the governmental entity. By law this questionnaire must be filed with the records administrator of the local govemment not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176,006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 I Name of person who has a business relationship with local goverrunental entity. Jeff Sears, P.E., an employee of Teague Nall and Perkins, Inc. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7'h business day alter the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Chuck Sears Name of Officer This section, (item 3 including subparts A, B, C & D), trust be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176,001(I-a), Local Government Code. Attach additional pages to this Form C1Q as necessary. A. Is the local government officer named in this section receiving or likelyto receive taxable income, other than investment income, from the tiler of the questionnair0 El Yes PQ No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes 4r N C. is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? El KNo Yes D. Describe each affiliation or business relationship. Jeff Sears is the son of Chuck Sears, an employee of the City of Denton (DME) 4 I �Iaft It. lS.y m Signature q person doing bi sinesswith the governmental Date entity EXIiIBIT I CONFIDENTIALITY AGREEMENT TMS CONFIDENTIAMTY AGREEMENT (this "Agreement"), dated as of June 8, 2011, is by and between Teague Nall and Perkins, Inc, a Texas corporation and the City of Denton, a Texas municipal corporation ("City of Denton"). The Party executing this Agreement and the City of Denton are collectively referred to herein as the "Parties" and individually as a "Party." WHEREAS, the Parties desire to enter into discussions concerning the design, engineering and construction of a natural gas pipeline located in Denton, Texas (the'Troject'), and as a result, it is deemed desirable by each Party to disclose certain information to the other Party; WHEREAS, it is a condition to the disclosure of such information that the Parties enter into this Agreement to evidence the Parties' undertakings and agreement with respect to the treatment as confidential, and the. control and use of, information that may be furnished to the Parties; and VdMREAS, the Parties may be required.to communicate with current, existing or Iture business partners or customers on Denton Municipal cipal Electric's behalf regarding the Project; NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows: 1. Defined Terms. As used in this Agreement each of the following terms shall have the meaning assigned to such term as set forth below: 1.1. "Affiliate" means any Person that directly or indirectly (through one or more intermediaries) controls or is controlled by or is under common control with the relevant Person . specified herein. 1.2. "Confidential Information" means (a) all information, whether of a business, technical, engineering, economic or other nature and regardless of the form in which it is communicated or maintained, relating to a Party (the "Disclosing Party"), its Affiliates and/or the Project that is provided to the other Party (the "Receiving Patty") or any of 'its Representatives by the Disclosing Party or any of its Representatives, (b) all sketches, drawings, reports, analysis, compilations, studies and notes containing or xeflecting Confidential Information, regardless of who prepares such materials, (c) the fact that the Confidential Information has been made available to or is being inspected or evaluated by the Receiving Party, and (d) the fact that such discussions and negotiations are taking place concerning the Project or other related transactions between the Parties, except that Confidential Information shall not include: @ information that was already in the Receiving Party's or its Affiliates' possession on a non -confidential basis prior to disclosure hereunder; Page 1 (ii) information which prior to disclosure was already in the public domain, or which after disclosure entered the public domain other than by a breach of this Agreement by the Receiving Party or any of its Representatives; and (iii) information which was received from a third party which the Receiving Party reasonably believes was not and .is not violating an obligation of confidentiality to the Disclosing Party or its Affiliates; provided that use or disclosure by the Receiving Party of information which the Receiving Party obtains in the manner described by this Section 1.2 (iii) does not violate any of the terms under which it was disclosed by said third parry. 1.3. ".Person" means any natural person, corporation, company, partnership, limited liability company, joint venture, trust, organization, association., sole proprietorship or other entity. 1.4. "Representatives" shall mean, with respect to either Party hereto, such Party's affiliates, officers, directors, partners, members, employees, agents, trustees, potential and existing lenders, potential and existing investors, potential and existing equity providers, security holders, others providing ;Dancing or refinancing and the consultants and advisors (including, without limitation, financial advisors, counsel and accountants, and each of their respective advisors) of such Party. 2. Restrictions on Disclosure and Use of Confidential Information. 2.1. The Receiving Party agrees to, and to cause its Representatives to, treat all Confidential Information as confidential and secret and comply with the terms and conditions contained herein. The Receiving Party shall not, and shall not.permit its Representatives to, disclose Confidential information to any Person (except as set forth in this Section 2), without the prior written consent ofthe Disclosing Party. 2.2. Without the prior written consent of the Disclosing Party, the Receiving Party shall. not, and shall not permit its Representatives to, make any use whatsoever of the Confidential Information other than as may be necessary for the purpose referenced above in . connection with the Project. 2.3, Except as set -forth in Section 2.4, the Receiving Party shall only disclose Confidential Information to those of its Representatives, or other Persons that are concerned with the Project and whose knowledge of such Confidential Information is necessary or advisable for such purpose. Each such Person receiving Confidential Information from the Receiving Party shall have the same obligations with respect to such Confidential Information as the Receiving Party hereunder, and the Receiving Party shall so instruct each such Person receiving Confidential Information and shall use all reasonable efforts to prevent and prosecute unauthorized use or. disclosure of Confidential Information by such'Persons. The Receiving Party shall be liable to the Disclosing Party for any breach of such obligations by any such Persons. Page 2 2A. If the Receiving Party or any of its Representatives is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas or similar process) in connection with any proceeding to disclose or otherwise becomes legally compelled to disclose any Confidential.Information, the Receiving Party shall provide the Disclosing Party with prompt written notice and reasonable assistance (subject to reimbursement by the Disclosing Party of all reasonable and out of pocket expenses incurred by the Receiving Party in providing such assistance) so as to enable the Disclosing Party to seek a protective order or other appropriate remedy or waive compliance with this Agreement. If such a protective order or other remedy is not obtained, or if the Disclosing Party waives compliance with this Agreement, the Receiving Party (or such other Persons to whom such request is directed) may disclose Confidential Information, but only such Confidential Information as it is legally required to disclose to avoid contempt. or other penalty in the reasonable opinion of counsel to the Receiving Party, and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential information disclosed. Safekeeping and Return of Confidential Information. 3.1. The Receiving Party shall take all reasonable steps to prevent the unauthorized use, distribution or reproduction of all copies of written materials relating to or containing any part of Confidential Information, including all sketches, drawings, reports, analysis, compilations, studies and notes, and all copies, reproductions, reprints and translations thereof. The Receiving Party shall not, and shall not permit its Representatives to, directly or indirectly, duplicate or otherwise reproduce, in whole or in part, such Confidential Information in any manner inconsistent with the terms hereof. 3.2. The Receiving Party shall return to the Disclosing Party, within ten (10) days after receipt of such a request by the Disclosing Party, all materials containing or reflecting Confidential Information that are in the possession of the Receiving Party and its Representatives, without retaining copies. Notwithstanding the foregoing, Receiving Party may retain such materials to the extent required by applicable law in the reasonable opinion of counsel to the Receiving Party and may also xetain reports, analysis, compilations, studies, notes or other documents or records prepared by the Receiving Party which contain or otherwise reflect or are generated from Confidential Information, provided, however, Receiving Party shall keep all such copies confidential in accordance with this Agreement and such obligation shall survive the termination of this Agreement. Notwithstanding the .return of such materials, the Receiving Party and its Representatives shall continue to be bound by the obligations of confidentiality and other obligations hereunder. Page 3 4. Notice. All notices; requests, consents, waivers and other communications required, permitted or desired to be given hereunder or by law to be served upon or given to a Party by any other Party shall be deemed duly served and given when received after being delivered by hand, courier or facsimile or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Company: Attention: Michael Wellbap_m, PE Address: 1100 Macon Street City: Fort Worth, Texas 76102 Telephone: (817) 336-5773 Facsimile: (817) 336-2813 If to City of Denton: George Campbell, City Manager 215 East McKinney Denton, Texas 76201 0 1659 Spencer Road Denton, TX 76205 Attention: Mike Grim, D1v1E Executive Manager Telephone: (940) 349-7565 Facsimile: (940) 349-7334 Each Party may change its address for the purpose of this section by giving written notice of such change to the other Party in the manner provided in this section. 5. Term. This Agreement and the obligations of confidentiality undertaken hereby shall remain in full force and effect fora period from the date of this Agreement until the end of two (2) years after the date of this Agreement. 6. No Waiver: Amendments. No failure or delay by the Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or firrther exercise thereof or the exercise of any right, power or privilege hereunder. Any modification of or amendment to this Agreement and any waiver of any provision of this Agreement must be in writing signed by the Parties. 7, Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas without reference to the conflict of laws or principles thereof. 8. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision Page 4 as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. 9. Remedies. It is agreed that each Party shall be entitled to relief both at law and in equity, including, but not limited to injunctive relief and specific performance, in the event of any breach or anticipated breach of this Agreement, without proof of any actual or special damages. The Receiving Party agrees to pay the costs and expenses (including reasonable attorneys"fees and expenses) incurred by the Disclosing Party and its Affiliates in successfully enforcing any of the terms of this Agreement or proving that the Receiving Party or any of its Representatives breached any of the terms of this Agreement, 10. Successors and Assigns. Neither Party may assign this Agreement nor any of its rights hereunder except with the prior written consent of the other Partyand except that either Party may, without the consent of the other Party, assign this Agreement and the rights hereunder to any of its Affiliates that own an interest in the Project. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. 11. No Obligation or Joint Venture. The Parties agree that unless and until a definitive agreement has been executed and delivered, no contract or agreement providing for a Business relationship between the Parties shall be deemed to exist between the Parties, and neither Party will be under any legal obligation of any kind whatsoever with respect to such relationship by virtue of this Agreement or any written or oral expression thereof, except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term "definitive agreement" does not include an executed letter of intent or any other preliminary written agreement or offer, unless specifically so designated in writing and executed by both Parties. This Agreement does not obligate either Party to deal exclusively with the other Party. 12. Co_oterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the sarne instrument. Any executed counterpart transmitted by facsimile or similar transmission by any Party shall be deemed an original and shall be binding upon such Party. 13. No Warran . The Parties hereby acknowledge that neither Party, nor any of its . representatives, agents, affiliates or assigns makes any representations or warranties whatsoever concerning the accuracy, completeness or correctness of the. Confidential Information supplied hereunder, nor must such representation or warranty be implied. 14. Entire A rg_eeiment. This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether oral or written. Page 5 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Teague Nall and Perkins, Inc. (Company) BY: V tIL✓ Name: � I Title: Y%'& i side+. Page 6 CITY OF DENTON I' By; i c Nam". "S. ichae . Grim Title: Executive Manager & Regulatory Affai Electric Legislative Municipal Contract # 4693 Insurance Requirements ATTACHMENT A INSURANCE REQUIREMENTS AND WORKER'S COMPENSENTATION REQUIREMENTS Contractor's attention is directed to the insurance requirements below. It is highly recommended that Contractors confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements cis prescribed and provided herein. If a Contractor fails to comply strictly with the insurance requirements, that Contractor may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a ditty to maintain throughout the course of this contract. STANDARD PROVISIONS. - Without Ilrniting any of the other obligations or liabilities of the Contractor, the Contractor shrill 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 notrication of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the contract number and title of the project. Contractor may, upon written request to the Purch asing Department, aslc for clarification of any insurance requirements at any tune; however, Contractors are strongly advised to make such requests prior to proposallbid opening, since the insurance requirements may not be modified or waived after proposallbid opening unless a written exception has been submitted with the proposallbid. 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. e 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. Any deductibles or self -insured retentions shall be declared in the 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 primacy to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The. inclusion of more than one insured shall not operate to increase the insurer's limit of liability. PAGE 35 OF RFQ 4693 • Cancellation: City requires 30 day written notice should any of the policies described on the ceriificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims -made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or logger, 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 CO 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. 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, PAGE 36 OF RFQ 4693 personal injury liability and broad form property damage liability, [] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 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 insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. PAGE 37 OF RFQ 4693 f ] 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. [X] 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. [X] Worker's 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 limitations, independent contractors, subcontractors, leasing companies, motor carriers, oumer-operators, employees of any such entity, or employees of any entity which finnishes 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. PAGE 38 OF RFQ 4693 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 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: PAGE 39 OF RFQ 4693 a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self -insured, with the commission's Division of Self - Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. PAGE 40 OF RFQ 4693 CERTIFICATE OF LIABILITY. INSURANCE DATE( /20�) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder Is an ADDITIONAL INSURED, lho policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and condlilons of the poliCy, Certain policles may require an endorsement. A statement on this Certificate does not confer rights to the certificate holder in lieu of such endorsemont(s). PRODUCER McLaughlin Brunson Insurance Agency, LLP 6600 LBJ Freeway, Suite 220 Dallas TX 75290 NAME; Patrick P McLaughlin PHONE F: AX c (214) 503-1212 ATC No(214) 503-8899 E-MAfL ADDRESS: C .20751 INSURERS AFFORDING COVERAGE NAIL# INSURED Teague Nall &Perkins, Inc. _,/ INSURERA:Catlin Insurance Company, Inc. 19518 INSURERS: /l 1100 Macon St. Fort Worth TX 76102 �\! INSURERD: INSURER E• INSURER F COVERAGES CERTIFICATE NUMBER: cart ID 11809 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I7R TYPEOFINSURANCE ADDL UBR POLICYNUM13ER POLICYEFF MMfOD POLICYEXP MIODNYYV LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR AMA ETo ELATED DAMAGE To PREMISES(ER occurrence) S MED EXP (Any one person) $ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ GEN'LAGGREGATELIMIT APPLIES PER: PRODLICTS-COMPJOPAGG $ POLICY PRO- LOC S AUTOMOBILE LIABILITY ANY AUTO COMBINEDSINGLE LIMIT (Ea aWdenq $ BODILY INJURY (Perperson) S ALLOWNEDAUTOS BODILY INJURY (Per acddent) $ SCH£DULEDAUTOS HIRED AUTOS PROPERTY DAMAGE (Per acddent) $ S NON-0WNEO AUTOS S UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAS CLAIMS .MADE DEDUCTIBLE $ S RETENTION S WORKERS COMPENSATION 1 C STATU- OTH FIR AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER!EXECUTIVE❑ OFRCERIMEMBER EXCLUDED? (Mandatory In NH) Iryes. describe under DESCRIPTION OF v NIA E.LEACHACCIDENT $ E.L. DISEASE -tAEMPLOYE $ . DISEASE -POLICY LIMIT $ IOPERATIONS A Professional Liab. N JJAnnual Y ARD-96881-0812 8/24/2011 8 24 201a 2,000,000 Per xPf Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, iTmore spike& Is required) The claims made professional liability coverage is the total aggregate limit for all claims presented within the policy period and is subject to a deductible. Thirty (30) day notice of cancellation in favor of the cerrZ�ifcate holder. A waiver of subrogation is included on the professional liability policy.f/RE: Denton Municipal Electric Natural Gas Pipeline City of Dentonv 215 E. McKinney Denton TX 76201 I IUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED ©1988-2000 ACORD CORPORATION. All rights reserved. ACORD 26 (2009109) The ACORD name and logo are registered marks of ACORD Page 1 of 1