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2016-181ORDINANCE NO. 2016-181 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH FREESE AND NICHOLS, INC. FOR ENGINEERING SERVICES RELATED TO THE HICKORY CREEK INTERCEPTOR PHASES I AND II PROJECT; AND ESTABLISHING AN EFFECTIVE DATE (FILE 6137 IN THE NOT-TO-EXCEED AMOLJNT OF $654,135). WHEREAS, The professional services provider (the "Provider) mentioned 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; and WHEREAS, The fees under the proposed contract 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. That the City Manager is hereby authorized to enter into a professional service contract with Freese and Nichols, Inc., to provide professional engineering services for the Hickory Creek Interceptor Phases I and II project, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6137 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings 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 �� �' ���'� ��' �. ......�..., 2016. ..—�_.. .�. ��" ��,�~�.��.�-.�w ��� � `p ���� � y �.. � _.��. �..ww .... C.1 ��� �`� �'�� ��"4�J � I`�1"�, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY , ... ,� .. . �-_� � BY: "�� °� � �����" __ ,�I�I'� '�1^,� AS' l t,.:l LEGAL FORM; ANITA BURGESS, CITY ATTORNEY � �w.. BY• �^' ,�. � ��'"��' "" �'" � � . , `°� �.�„�"��'�.m.. � . �:��.... � �„� DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB THE STATE OF TEXAS COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER (CONTRACT #6137) THIS AGREEMENT is made and entered into as of the ______ day of ________________, 2016, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “Owner” or “City” and Freese and Nichols, Inc., with its corporate office at 4055 International Plaza, Suite 200, Fort Worth, Texas 76109 hereinafter called “Architecture/Engineering Professional” or “FNI,” acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF ENGINEERING PROFESSIONAL Freese and Nichols, Inc. (FNI) will provide the following civil engineering services to the City of Denton, Texas (Owner): engineering and design for the installation of the Hickory Creek Interceptor, Phases I and II. This Scope of Services outlines the proposed engineering services that will be provided in connection with installation of 48-inch, 42-inch, 36-inch, and 30-inch interceptor line from Manhole H1-A1-038 just north of Corbin Road southeast to Manhole HH- A1-007 west of Country Club Road and east of Fort Worth Drive, as more fully described in Attachment A, Scope of Services. Other services that may be provided as additional services in support of the project are also described in Attachment A. SECTION 2 COMPENSATION The total project compensation is Six Hundred Fifty-Four Thousand One Hundred Thirty- Five Dollars ($654,135). The Owner shall compensate FNI as follows: 2.1 FOR BASIC SERVICES 2.1.1 For Basic Services and related Expenses for Article I, the total compensation shall be a lump sum fee of Three Hundred Ninety-Nine Thousand Six Hundred Thirty-Five Dollars ($399,635). Included in this lump sum fee is Four Thousand Eight Hundred and Sixty-Six Dollars ($5,866) of reimbursement expenses for mileage, printing, plotting, and binding during the project. Page 1 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 2.1.2 For Special Services and related Expenses for Article II, the compensations shall be the following not to exceed fees: 2.1.2.a Subconsultant Coordination = $20,663 2.1.2.b Property mapping, topographic survey, easement documents = $129,250 2.1.2.c Geotechnical Engineering Services = $46,144 (Including $648 in reimbursement expenses) 2.12.d Subsurface Utility Engineering (SUE) = $52,443 2.12.e Environmental Design Phase Services = $6,000 (Including $65 in reimbursement expenses) 2.1.3 Additional services, if any, shall be approved in writing and authorized in advance by the OWNER and shall be performed and conducted for fees that are negotiated as appropriate. Progress payments for Basic Services shall be paid monthly on the basis of the Schedule of Charges completed at the end of the month. 2.2 ADDITIONAL SERVICES 2.2.1Compensation for Additional Services will be based on the attached schedule of charges on page CO-1. SECTION 3 ENTIRE AGREEMENT This Agreement expressly includes this three (3) page Agreement, together with the following documents which are attached hereto and are incorporated herewith for all purposes: 1. Exhibit “A” (Scope of Services of FNI) through CO-1. 2. The City of Denton General Conditions to Agreement for Architectural or Engineering Services. If a conflict should arise between Attachment “A” and the City of Denton General Conditions to Agreement for Architectural or Engineering Services, then the City of Denton General Conditions to Agreement for Architectural or Engineering Services shall prevail. Page 2 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB This Agreement is signed by the parties hereto effective as of the date first above written. “OWNER” THE CITY OF DENTON, TEXAS A Texas Municipal Corporation By: ___________________________ GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: __________________________________ “CONSULTANT” FNI A Texas Corporation BY: _______________________________ RON KING, P.E. DENTON OFFICE MANAGER _2016-34866 _________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER Page 3 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on the signature page of this contract. 5.Sign and notarize the Form 1295 6.Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Page 4 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB CITY OF DENTON INSURANCE REQUIREMENTS FOR CONSULTANTS/CONTRACTORS The Offeror’s/Bidder’s attention is directed to the insurance requirements below. It is highly recommended that offerors/bidders confer with their respective insurance carriers or brokers to determine in advance of its proposal or bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an offeror/apparent low bidder fails to comply strictly with the insurance requirements, that offeror/bidder may be disqualified from award of the contract. Upon award, all insurance requirements shall become contractual obligations, which the successful offeror/bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Consultant/Contractor, the Consultant/Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of award, Consultant/Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the proposal/bid number and title of the project. Consultant/Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Consultants/Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Consultant/Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal or bid. 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 Consultant/Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Page 5 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB Liability policies shall be endorsed to provide the following: Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims-made form, Consultant/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 Consultant/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. Page 6 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $500,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. A. Satisfaction of the above requirement shall be in the form of a policy endorsement for: Page 7 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB any auto, or all owned, hired and non-owned autos. \[X\] Workers’ Compensation Insurance B. 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 combined bodily injury and property damage per occurrence with a aggregate. \[X\] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. C. \[ \] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage \[__\] Builders' Risk Insurance Page 8 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB D. Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[__\] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. \[__\] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Page 9 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ATTACHMENT 1 \[__\] 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 limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B.The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C.The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D.If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E.The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Page 10 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 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: 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; Page 11 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 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. 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 12 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ATTACHMENT A SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER Hickory Creek Interceptor, Phases I and II – Engineering Services GENERAL: Freese and Nichols, Inc. (FNI or CONSULTANT) will provide the following civil engineering services to the City of Denton, Texas (OWNER): route study, engineering and design for the installation of the Hickory Creek Interceptor, Phases I and II. This Scope of Services outlines the proposed engineering services that will be provided in connection with installation of 48-inch, 42- inch, 36-inch, and 30-inch interceptor line from Manhole H1-A1-038 just north of Corbin Road southeast to Manhole HH-A1-007 west of Country Club Road and east of Fort Worth Drive. Attachment B shows the route that will be designed for the project. A limited route study will be performed as a Basic Service, per Article I Task A, for the location indicated on Attachment B due to known archaeological information in that area. No other route study analysis is included in the Basic Services and Special Services, but can be provided as an Additional Service per Article III. The Scope of Services will provide engineering, design and one (1) set of construction contract documents for the following interceptor segments: a.30-inch Interceptor (Approx. 3,200 LF): The new 30-inch interceptor design will begin at Manhole H1-A1-038, which is approximately 750-ft north of Corbin Road and 1,400- ft west of IH35W. The 30-inch interceptor will align southeast, crossing IH35W at or near the Corbin Road underpass, and extending to the tie-in location of the future Dry Fork Tributary 1 Interceptor. b.36-inch Interceptor (Approx. 4,100 LF): The new 36-inch interceptor design will begin at the tie-in location of the future Dry Fork Tributary 1 Interceptor and align south/southeast, crossing Bonnie Brae Road, and extending to its interception of the existing 24-inch collector main from The Vintage neighborhood. This segment will cross the proposed Bonnie Brae Road, and will require coordination between the construction projects. It will also cross Dry Fork Hickory Creek. c.42-inch Interceptor (Approx. 4,400 LF): The new 42-inch interceptor design will begin at the interception of the existing 24-inch collector main, and extend southeast, crossing Hickory Creek, to the tie-in location of the future Roark Branch Interceptor at the north R.O.W. line of the KCS R/R. d.48-inch Interceptor (Approx. 1,700 LF): The new 48-inch interceptor design will begin at the tie-in location of the future Roark Branch Interceptor, and extend southeast, crossing the KCS R/R and Fort Worth Drive, and extending to the proposed Hickory Creek Basin Peak Flow Storage Facilities (by others). e.Inverted Siphons: These services include design of up to two inverted siphons to avoid aerial creek crossings. A-1 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ARTICLE I BASIC SERVICES: FNI shall render the following professional services in connection with the development of the Project: TASK A: Limited Route Study Upon written notice to proceed by OWNER, CONSULTANT will proceed with a route study for the location indicated in Attachment B, approximately 1,700 lf. The route study will include evaluation of up to two alternate alignments for the interceptor in this location. The services will include: 1.Schedule, prepare agenda and attend one (1) kick-off meeting with the OWNER to discuss the scope and schedule of the project, request information from the OWNER, and discuss potential route alternatives. 2.Prepare a route study work map, using the strip map prepared by the surveyor (see Special Services Item D) as the base. Layer with available information provided by the OWNER, including: a.2-ft contours b.OWNERS’s GIS maps of existing features, including water, wastewater, storm drainage, electric, gas lines, floodplains, and ESA’s c.OWNER’s facilities under design or construction d.OWNER’s master planned facilities e.Approximate locations of existing easements, if available from OWNER. f.Areas of known restrictions g.Request existing plans from utilities regarding existing power, telephone, cable television, long distance communications and natural gas. Include received information on the route study work map. 3.Perform a desktop analysis of the route study work map to identify the two conceptual route alternatives. This desktop analysis will include: a.Connectivity to existing and proposed sanitary sewers that are intercepted by the proposed pipeline. b.Identification of potential conflicts with existing and proposed facilities. c.Desktop environmental review, including: 1.Review previous environmental reports previously provided by the City. 2.Assemble readily available environmental data and conduct a desktop mapping review of the two conceptual route alternatives to identify potential environmental and environmental permitting constraints. FNI’s understanding is that the OWNER will do their own environmental review for the areas located outside of the Route Study Limits and all project permitting; therefore, this desktop review will only cover the Route Study Limits shown in the Route Exhibit, a distance of less than 0.5 mile. FNI’s understanding is that the OWNER will conduct all archeological studies beyond FNI’s participation in preparing the initial coordination letter to the Texas Historical Commission. d.Conceptual alignments of the two route alternatives, based upon the above analyses. Proposed easements will not be identified at this stage, until review and approval of the alignment options by the OWNER. A-2 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 4.Submit 5 copies of the draft route study work map to the OWNER for review. Attend one (1) meeting with the OWNER to review the route study work map and receive comments from the OWNER. 5.Address OWNER comments, and submit 5 copies of the revised route study work map to the OWNER. 6.Attend one (1) field walkthrough of the Route Study Limits only, with the OWNER, of the two route alternatives identified on the route study work map. The walkthrough will be attended by the CONSULTANT’s project manager, civil engineer, geotechnical engineer, and environmental scientist. 7.Address comments received at the walkthrough, add proposed easements for the route alternatives, prepare cost estimates of the route alternatives, and prepare a draft technical memorandum of the route study, including recommended route. 8.Review up to three (3) alternative pipe material options, and provide recommendations for pipe material(s) to be used for the project. It is assumed that a cathodic protection or induced current corrosion protection system will not be required for this project, and is not included in these services. If it is found that one of these systems is needed, design can be provided as an additional service. 9.Submit 5 copies of the draft technical memorandum to the OWNER for review. Attend one (1) meeting with the OWNER to review the technical memorandum and receive comments from the OWNER. 10.Address OWNER comments, and submit 5 copies of the final technical memorandum to the OWNER. TASK B: Design Upon completion of the limited route study and acceptance by OWNER of the proposed alignment, CONSULTANT will perform design services, consisting of 30%, 60%, 90%, and Final Designs. 1.The CONSULTANT will prepare a 30% design submittal, which will include drawings at a scale of 1”=40” horizontal and 1”=4” vertical, one (1) full size (22”x34”) and four (4) half size (11”x17”) construction drawings, updated schedule and updated opinion of probable construction cost. Sheets will include. a.Cover Sheet b.Plan layout and preliminary profile sheets 2.Attend one (1) meeting with the OWNER to review the 30% design submittal. 3.The CONSULTANT will prepare a 60% design submittal, which will include drawings at a scale of 1”=40” horizontal and 1”=4” vertical, one (1) full size (22”x34”) and four (4) half size (11”x17”) construction drawings, updated schedule and updated opinion of probable construction cost. Sheets will include. a.Cover Sheet b.General notes and dimensional control sheets c.Plan and Profile Sheets d.Preliminary sizing and design of inverted siphons (see Item 11 below). e.Standard details. It is assumed that manholes will be used for all junctions of sanitary sewer lines and interceptor lines, and that City standard details will be used for these A-3 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB manholes. Special details and junction boxes can be designed as Additional Services in accordance with Article III, if required and authorized by the OWNER. 4.CONSULTANT will also electronically distribute the 60% design submittal to the franchise utility companies with infrastructure along the project alignment for review and information. 5.Attend one (1) meeting with the OWNER to review the 60% design submittal. 6.The CONSULTANT will prepare a 90% design submittal, which will include drawings at a scale of 1”=40” horizontal and 1”=4” vertical, one (1) full size (22”x34”) and four (4) half size (11”x17”) construction drawings, technical specifications and contract documents, preliminary bid proposal, updated schedule and updated opinion of probable construction cost. Sheets will include. a.Cover Sheet b.General notes and dimensional control sheets c.Plan and Profile Sheets d.Design and details of inverted siphons (see Item 11 below). e.Standard details 7.Attend one (1) meeting with the OWNER to review the 90% design submittal. 8.The CONSULTANT will prepare “Final” documents based upon comments received at the 90% design submittal review meeting. The submittal will include four (4) sets of half size (11”x17”) and one (1) full size (22”x34”) construction drawings, specifications, contract documents, bid proposal, updated schedule and updated opinion of probable construction cost. In addition, the submittal will include electronic copies of the construction drawings in pdf and CAD format. 9.Prepare and submit permit applications for the proposed crossings of Fort Worth Drive, KCS Railroad, and IH35W. 10.Prepare and submit an application to the TCEQ for permit to construct the proposed improvements. 11.Inverted Siphon Design for up to two creek crossings: a.Plan/Profile layout, including siphon structures, piping under the creek, and piping along the creek bank. b.Determine sizing of pipes, including number of barrels. c.Upstream and downstream siphon structures, including overflow configuration, flowline determination of inlet and outlet pipes, and location of sluice gates and/or stop logs. d.Structural design of upstream and downstream siphon structures, including wall thickness, rebar spacing and sizing, and determination of soil and hydraulic pressures to prevent flotation. e.Hydraulic modeling to verify siphon sizing and configuration in order to comply with TCEQ for minimum and maximum velocities. f.Attend one (1) meeting with the OWNER to discuss proposed sizing and layout. g.Prepare and submit a technical memorandum to the OWNER documenting sizing, layout, and design criteria. A-4 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB h.Prepare design layout and typical cross section for gravel access roads to the siphon structures. Gravel roads will follow the existing ground contour, and design of concrete or asphalt roads and curb/drainage system would be considered additional services. i.It is assumed the OWNER will provide the following wastewater flow data for CONSULTANT’s use in the design at the siphon locations: i.Existing low flow ii.Existing average flow iii.Future average flow iv.Future peak flow TASK C: Bid Phase Upon completion of the design services and approval of “Final” drawings and specifications by the OWNER, the CONSULTANT will proceed with the performance of services in the bid phase as follows: 1.Assist OWNER in securing bids. Issue a Notice to Bidders to prospective contractors and vendors listed in CONSULTANT’s database of prospective bidders, and to selected plan rooms. Provide a copy of the Notice to Bidders for the OWNER to use in notifying construction news publications and publishing appropriate legal notice. The cost for advertisement in publications shall be paid by the OWNER. Final plan size to be 22” x 34” for reproducible copies to 11” x 17”. 2.Provide Contract documents to be distributed for bidding purposes using website provided by the OWNER. Contract Documents will be made available for download or viewing free of charge to prospective bidders. Printed copies of the Contract Documents will be made available for purchase by bidders at the cost of reproduction. 3.Assist OWNER by responding to questions and interpreting bid documents. Prepare and issue addenda to the Bid Documents to plan holders if necessary. 4.Assist OWNER in opening, tabulating, and analyzing the bids received. Review the qualification information provided by the apparent low bidder to determine if, based on the information available, they appear to be qualified to construct the project. Recommend award of contracts or other actions as appropriate to be taken by the OWNER. 5.Assist OWNER in the preparation of Construction Contract Documents for the construction contract. Provide ten (10) sets of Construction Contract Documents, which include information from the apparent low bidder’s bid documents, legal documents, and addenda bound in the documents for execution by the OWNER and construction contractor. Distribute five (5) copies of these documents to the contractor with a notice of award that includes directions for the execution of these documents by the construction contractor. Provide the OWNER with the remaining five (5) copies of these documents for use during construction. Additional sets of documents can be provided as an additional service. In addition, provide Adobe PDF set and the AutoCAD drawing files of the final plans along with an Adobe PDF set of the final contract documents and specifications. A-5 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 6.Furnish contractor five (5) copies of the drawings and specifications for construction pursuant to the General Conditions of the Construction Contract. TASK D: Construction Phase Upon completion of the bid or negotiation phase services, the CONSULTANT will proceed with the performance of construction phase services as described below. The CONSULTANT will endeavor to protect the OWNER in providing these services. However, it is understood that the CONSULTANT does not guarantee the Contractor's performance, nor is the CONSULTANT responsible for supervision of the Contractor's operation and employees. The CONSULTANT shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. The CONSULTANT shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. Detailed daily construction inspection will be performed by OWNER's personnel. Construction services provided by CONSULTANT will include the following: 1.Assist the OWNER in conducting pre construction conference with the Contractor, review construction schedules prepared by the Contractor pursuant to the requirements of the construction contract. 2.Revise the construction drawings in accordance with the information furnished by construction contractor(s) reflecting changes in the Project made during construction. Two (2) sets of prints of "Record Drawings" shall be provided by the CONSULTANT to the OWNER (1 bond set, 1 Mylar set). In addition, the submittal will include electronic copies of the construction drawings in pdf and CAD format. A-6 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ARTICLE II SPECIAL SERVICES A.Survey, SUE, and Geotechnical Sub-Consultant Coordination - CONSULTANT will coordinate and manage the survey, SUE and geotechnical consultants, and meet with each on regular scheduled intervals (minimum monthly meetings, or as referenced in the sub- consultant’s scope of services) for progress, review, and updates. CONSULTANT will update the OWNER with the progress and be the main communicator between the OWNER and the sub-consultants. The scope of work of the survey, SUE, and geotechnical consultants is described in the SPECIAL SERVICES section of this Exhibit. B.Property Mapping, Topographic Survey and Easement Documents Teague Nall and Perkins (TNP) will provide professional surveying services for this project. 1.Deed Research and Preliminary Route Exhibit a.Research available public records to identify deed and/or plat information for all properties along the proposed route. CONSULTANT will research current land owner names for existing easements; however, a current Title Commitment or Report provided by the OWNER will be required to confirm all easements and/or encumbrances have been identified. b.Prepare a preliminary route exhibit or strip map depicting the current ownership, easements and deed information identified above. Aerial photography will be used to determine the location of approximate parcel boundaries. Lidar topography will be referenced to the sketch for the preliminary route study and planning purposes. Supplemental elevation data at critical points such as creeks and roads will be provided by GPS measurements, as necessary. 2.Right of Entry Coordination: a.Research available public records to identify ownership and contact information regarding land owners along the proposed route. b.Prepare and mail letters to individual property owners requesting right-of-entry for survey, SUE, geotechnical, and route analysis services. c.Land owner coordination and follow up letters, as necessary. 3.Topographic Design Survey and Base Map a.Establish a horizontal and vertical control network for the project area. Horizontal control will be referenced to the Texas State Plane Coordinate System NAO 83(2011), North Central Zone No. 4202 and vertical control will be referenced to NAV088. b.Perform a field survey for a single proposed route identifying the topography, visible features and above ground improvements such as roads, buildings, fences, creeks landscaped area, utilities, SUE markings, signs, ponds, bore locations and other pertinent features as necessary for project design. Survey data will be captured at a maximum of 50' intervals along the proposed route and will extend approximately 37.5' on each side of the proposed centerline. Benchmarks will be established at strategic locations along the route for use during the design and construct ion phases of the project. Sufficient property corners will be located and tied along and adjacent to the proposed route for determination of right-of-way and/or property lines. A-7 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 4.Easement Documents a.Prepare up to 10 temporary easements documents and 10 permanent easement documents consisting of an Exhibit "A" (legal description) and Exhibit "B" (easement sketch). These documents will be prepared upon receipt of the approved final alignment for the project and will be signed and sealed by a Texas Registered Professional Land Surveyor. Monumentation will be placed at the permanent easement corners and angle points, where possible. Centerline of permanent easement stakes will be provided at 200' intervals. C.Geotechnical Engineering Services 1.Geotechnical Exploration - It is proposed to provide exploratory core borings along the pipeline route at about every 1000 feet. Additionally, borings will be drilled at the junction boxes and on both sides of the two proposed horizontal bore crossing as described. a.Select appropriate locations along the proposed pipeline alignment for exploratory borings and notify Texas 811 and the appropriate City of Denton department of the planned borings in order to locate existing underground utilities prior to commencement of the field exploration activities. b.Subcontract with a drilling contractor to drill the following proposed schedule: Drill 2 borings each at I-35 W and KCS Railroad/Fort Worth Avenue – 4 @ 30 feet deep Drill 1 boring each at the Junction Boxes – 2 @ 25 feet Anticipate up to 4 creek crossings – 8 @ 30 feet Drill 6 borings, in addition to the above, along the route – 6 @ 20 feet In addition to the 14 borings for the structures described above, 6 additional borings are proposed along the line, resulting in a spacing of about one boring per 1000 feet. Therefore, a total of 20 borings is planned as indicated above. We will attempt to locate these borings along the route in locations accessible to truck- mounted drilling rigs; no site clearing has been budgeted in this present geotechnical scope of service. c.Samples will be collected intermittently using continuous flight augers and either split-spoon or tube samplers. Rock and rock-like materials may be sampled using an NX-size core barrel, or tested in-situ using a TxDOT Cone Penetration Test, as appropriate for the material. At completion, the boreholes will be backfilled with auger cuttings to the ground surface. d.Provide an Engineer or Geologist experienced in logging borings to direct the drilling, log the borings, and handle and transport the samples. Visual classification of the subsurface stratigraphy shall be provided according to the Unified Soil Classification System (USCS). 2.Laboratory Testing - Testing shall be performed on samples obtained from the borings to determine soil classification and pertinent engineering properties of the subsurface materials. a.The Engineer will select samples for laboratory testing, assign tests, and review the test results. b.Laboratory tests will be appropriately assigned for the specific subsurface materials encountered during exploration, but are expected to include: A-8 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 1.Classification tests (liquid and plastic limits and percent passing the no. 200 sieve or gradation) 2.Moisture content 3.Dry unit weight 4.Unconfined compressive strength 3.Engineering Analysis - Prepare a technical memorandum summary report of the geotechnical investigation to include: a.Appendix with the boring locations, boring logs, laboratory test results, and a key to the symbols used. b.Discussion of subsurface conditions and soil properties indicated by the field and laboratory work, and the implications for design. c.Design lateral earth pressures and net allowable loading will be provided for the junction boxes. d.General discussion of expected construction related issues. D.Subsurface Utility Engineering (SUE) Teague Nall and Perkins (TNP) will provide Subsurface Utility Engineering (SUE) services for the final selected route for this project. 1.These services will be conducted and provided in general compliance with CI/ASCE 38- 02. This standard establishes and defines four quality levels for data collection that are briefly described as: Quality Level D (QL-"D")- Generally QL-"D" indicates information collected or derived from research of existing records and/or oral discussions . Quality Level C ( QL-"C")- Generally QL-"C" indicates information obtained by surveying and plotting visible above-ground utility features and by using professional judgment in correlating this information to QL-"D" information. Incorporates QL-"D" information. (Limited in this scope, this scope is to cover underground utility crossings) Quality Level B (QL-"B") - Generally QL-"B", also known as "designating" indicates information obtained through the application of appropriate surface geophysical methods to determine the existence and approximate horizontal position of subsurface utilities. Quality level B data should be reproducible by surface geophysics at any point of their depiction. This information is surveyed to applicable tolerances defined by the project and reduced onto plan documents. Incorporates QL-"D" & QL-"C" information. Quality Level A (QL-"A ")- Generally QL-"A", also known as "locating", indicates the precise horizontal and vertical location of utilities obtained by the actual exposure (or verification of previously exposed and surveyed utilities) and subsequent measurement of subsurface utilities, at a specific point. Incorporates QL-"D" QL-"C" & QL-"B" information. a.These services are for the purpose of aiding the design of the subject project by providing information related to subsurface utilities in order to allow potential utility conflicts to be minimized or eliminated. b.The CONSULTANT will provide services that meet the standard of care for existing subsurface utility location and mapping as established in CI/ASCE 38-02 by exercising due diligence with regard to records research and acquisition of utility A-9 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB information, including visually inspecting the work area for evidence of utilities and reviewing the available utility record information from the various utility owners . However, the CONSULTANT makes no guarantee that all utilities can or will be identified and shown as there still may be utilities within the project area that are undetectable or unknown. c.Facilities that are discovered through field investigative efforts by the CONSULTANT, but no plan records or ownership data can be identified, will be hereafter referred to as "unknown" utilities. As part of these services, the CONSULTANT will provide QL-C information in the project deliverables for all unknown utilities that may be identified in the field investigation of the project. Designating and/or locating unknown utilities will typically not be part of the initial scope of work but depending on the client's needs can be added as additional work to address concerns of the project impacts of "unknown" facilities. d.Ground penetrating radar will not be used as a part of the field investigation of the project site unless that use has been specifically addressed with the scope of services described herein. e.Test holes are very limited in size or diameter (typically 12 inches by 12 inches, or approximately 144 square inches). Given this limited size, some subsurface conditions may prevent the completion of test holes, including rock(s), groundwater, large roots, other utilities & structures, etc. Test Hole attempts which cannot be completed due to site conditions will be documented and noted on the plans. f.When test holes are used to locate utilities, the nominal pipe sizes of the targeted utility will be documented and reported by using field measurements of the outside diameter (OD) of the pipe (to the nearest inch). Based upon this field measured OD, the nominal pipe size will be determined using typical pipe wall thickness data and other available data including record information. Pipe diameters that are too large for measurement, encased or non-encased conduit duct banks and other concrete encased systems which cannot be adequately measured will be reported based upon the best available information. g.The documented results produced by these services represent a professional opinion and interpretation based upon record information and/or field evidence. These results may be affected by a variety of existing site conditions, including soil content, depth of the utility, density of utility clusters, and electro- magnetic characteristics of the targeted utilities. Also, the lack of and/or poor condition of a trace wire for non- conductive materials such as PVC, HDPE, etc. in most cases will make the successful detection and location of the utility unlikely. h.The CONSULTANT will apply professional judgment to determine which utilities require additional field effort and/or methods to properly designate and/or locate, most commonly when record drawings are not available. In such cases, the CONSULTANT will provide a recommendation or request for additional services to the CLIENT. Among other methods, a detectable duct redder or other conductor may be introduced into the line to enable the designation of the utility. This method is dependent upon approval by the utility owner, as well as access to, size and condition of the utility. 2.Quality Level A through D Utility Information & Designation. This work includes: a.Requesting utility records on all crossing utilities from the CLIENT, public utilities and private utility companies known to provide service within the project area, as well as other sources, in an effort to develop a comprehensive inventory of utility A-10 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB systems likely to be encountered. Record documents may include construction plans, system diagrams, distribution maps, transmission maps, geographic information system data, as well as oral descriptions of the existing systems. Record information will not be used as a substitute for field location methods unless it is determined to be the most appropriate method for depicting the utilities at the site. The depiction of utilities from records (QL-"C" or "D") will be based on thorough field and office activities and shall be based on the most reliable indication of position available. b.Investigating all utility systems shown on the record drawings that are included within the project site. Visible surface features and appurtenances of subsurface utilities found within the project site will also be evaluated. Using appropriate surface geophysical methods, CONSULTANT will search for detectible indications of the location of anticipated subsurface utilities. c.Marking all locations that can be validated, using paint, flags or other devices. d.Preparing documentation of the utilities encountered and marked, including their general location, orientation, type & size, if known. 3.Quality Level A Utility Test Holes. CONSULTANT will excavate by air-vacuum or other minimally invasive methods up to 6 Test Holes, at locations yet to be determined within the project limits in order to identify the exact horizontal & vertical locations of crucial utilities . Unless specified otherwise in this scope, the location of the tests holes will be outside of any paved area. Also, if locating the end of casing is requested the cost will be based on an hourly charge based on the fee schedule below. This work includes: a.Providing all necessary personnel, equipment, supplies, management and supervision needed for the test hole excavation, backfill and restoration. b.Coordinating with OWNER, property owner, and/or permitting authorities, as needed and obtaining any required permits, permission or rights-of-entry with help from the OWNER. c.Contacting the appropriate one-call system to request utilities to be marked on-the- ground prior to beginning excavation of test holes. d.Providing and utilizing appropriate traffic control devices, as necessary, in conformance with the MUTCD, including any state or locally adopted supplements. (if closures or additional traffic control equipment is needed other than signs and cones additional direct expenses will be charged). e.Preparing documentation for each test hole attempted. This documentation will include the horizontal and vertical position of the targeted utility or structure, a general description of the target utility, with condition, material and general orientation noted, a generalized description of the material encountered in the test hole, and any other field observations noted during the excavation. E.Design Phase Environmental Review Services 1.Conduct Site Visit along the Selected Alignment: Once the OWNER has selected the alignment, FNI environmental scientists will conduct one site visit along the selected alternative to observe and document existing conditions. FNI’s understanding is that the OWNER will conduct their own environmental review for the areas located outside of the Route Study Limits and any permitting required by the project in its entirety. This site visit will only cover the Route Study Limits shown in the Route Exhibit. The presence and general locations of waters of the U.S., including wetlands; and potential A-11 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB threatened or endangered species habitat will be identified for the area shown in the Route Exhibit within the proposed permanent and temporary easements. 2.Prepare Technical Memorandum: FNI will prepare a technical memorandum documenting the results of the site visit including water crossing data forms, photos, GPS information, and our opinion as to whether or not the project meets the terms and conditions of NWP 12 without requiring a PCN. The tech memo will only cover the Route Study Limits shown in the Route Exhibit. 3.Consult with Texas Historical Commission (THC): Projects sponsored by public entities that affect a cumulative area greater than five acres or that disturb more than 5,000 cubic yards require advance consultation with the THC according to Section 191.0525 (d) of the Antiquities Code of Texas. Because the proposed project is expected to exceed these thresholds, coordination with THC will be required. Once the alignment within the Route Study Limits has been selected, FNI will prepare maps and photos for that area for inclusion in the Owner’s letter to the THC describing the project and requesting their review. Any follow up studies required by the THC are not included in this scope of services. An archeological survey is not included in this scope of services. 4.Project Team Coordination: FNI environmental scientists will coordinate with the FNI project team on the findings of the site visit, review the Route Study Limits of design submittals, and provide input during the design process to assist, if practicable, in the development of a project that can be authorized under NWP 12 without PCN. It is FNI’s understanding that all known environmental issues such as the known archeological site located within the Route Study Limits will be avoided. ARTICLE III ADDITIONAL SERVICES: Additional Services to be performed by FNI, if specifically authorized in writing by Owner, which are not included in the above-described Basic Services, are described as follows: A.Route analysis, outside of limits indicated in Article I Task A. B.Design of junction boxes or special manholes not covered by the OWNER’s standard details. C.Conduct a delineation of waters of the U.S. D.Preparation of a jurisdictional determination report. E.Preparation of a pre-construction notification (PCN) for nationwide or regional general 404 permit coverage. F.Preparation of a standard Section 404 individual permit application. G.Preparation of an Environmental Information Document, Environmental Assessment, or an Environmental Impact Statement. H.Cultural resource studies or investigations. I.Meetings or consultation with the USACE or other resource agencies, except as specifically noted in the Scope of Services. A-12 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB J.Consultation with the U. S. Fish and Wildlife Service. K.Presence/absence surveys for federally listed threatened/endangered species. L.Preparation of a mitigation plan to compensate for impacts to waters of the U.S. M.Application to Texas Commission on Environmental Quality for individual 401 Water Quality Certification. N.Application for General Land Office easements. O.Application for Texas Parks & Wildlife Department Sand and Gravel Permit. P.Additional field investigations or analysis required to respond to public or resource agency comments. Q.Expert representation at legal proceedings or at contested hearings. R.Mitigation monitoring if required by permit conditions. S.Monitoring for compliance with permit conditions. T.Conducting a Phase I or Phase II Environmental Site Assessment. U.Making revisions to drawings, specifications or other documents when such revisions are 1) not consistent with approvals or instructions previously given by OWNER or 2) due to other causes not solely within the control of CONSULTANT. V.Making revisions to drawing, specifications, or other documents due to OWNER changes to the previously submitted and approved utility relocation alignments. W.Additional meetings other than specifically mentioned in the Basic Services and Special Services portion of this Agreement. X.Any Construction Phase services outside of the specific services stated in Task C in the Basic Services portion of this Agreement. If FNI is requested to perform additional Construction Phase services, authorization for Additional Services shall be approved prior to work being performed. Y.Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. Z.Services associated with easement acquisition, other than the provision of easement documents indicated in Special Services Item D. AA.Services associated with condemnations. A-13 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB BB.Services associated with relocations of property owners during the easement or ROW acquisition process. CC.Furnishing the services of a Resident Project Representative to act as OWNER’s on-site representative during the Construction Phase. DD.Bulldozer, ATV or other equipment services required to achieve access to boring locations. EE.Stand-by time or time in excess of one-half hour required for travel between boring locations. FF.Additional laboratory services, including quantities or items other than described in Basic Services. GG.Additional engineering services, including personnel time and expenses for items not specifically described in Basic Services. This may include, but is not limited to, additional meetings requested by Client or Client's other consultants, assistance to Client in dealing with regulatory agencies, preparation and engineering assistance in legal proceedings, and evaluation of alternative designs for the project or relocation of structure, following initial submittal of the geotechnical report. HH.Any other required or requested services authorized by Client, other than those specifically described in Basic Services. ARTICLE IV TIME OF COMPLETION: CONSULTANT is authorized to commence work on the Project upon execution of this AGREEMENT and agrees to complete the services in accordance with the following schedule: Submit Final plans within 270 calendar days of Notice to Proceed. See preliminary project schedule in Attachment C; this preliminary project schedule is a sample schedule assuming Notice to Proceed on July 15, 2016. Preliminary schedule will be adjusted based upon actual Notice to Proceed date. If CONSULTANT’s services are delayed through no fault of CONSULTANT, CONSULTANT shall be entitled to adjust contract schedule consistent with the number of days of delay. These delays may include but are not limited to delays in OWNER or regulatory reviews, delays on the flow of information to be provided to CONSULTANT, governmental approvals, etc. These delays may result in an adjustment to compensation. ARTICLE V RESPONSIBILITIES OF OWNER: Owner shall perform the following in a timely manner so as not to delay the services of FNI: A.Perform potholes of City utility lines and drainage facilities as needed for the project. CONSULTANT will survey in the completed potholes. CONSULTANT will be responsible for potholing franchise utility lines. A-14 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB B.Provide title commitments as needed for CONSULTANT’s use in preparation of easement documents. C.Designate in writing a person to act as Owner's representative with respect to the services to be rendered under this AGREEMENT. Such person shall have contract authority to transmit instructions, receive information, interpret and define Owner's policies and decisions with respect to FNI's services for the Project. D.Provide all criteria and full information as to Owner's requirements for the Project, including project objectives and constraints, space, capacity and performance requirements, and any budgetary limitations; and furnish copies of all design and construction standards which Owner will require to be included in the plans and Contract Documents. E.Assist FNI by placing at FNI's disposal all available information pertinent to the Project including previous reports, GIS mapping and data, plats, existing easement documents and any other data relative to completion of the Project. F.Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by FNI, obtain advice of other consultants as Owner deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of FNI. G.Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. H.Give notice to FNI whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of FNI's services, or any defect or nonconformance of the work of any contractor. I.Contact other departments within the City of Denton and coordinate with them to obtain record drawings of other utilities, buildings, or infrastructure as needed. J.Furnish, or direct FNI to provide, Additional Services as stipulated in Exhibit A, Article III of this AGREEMENT or other services as required. K.Bear all costs incident to compliance with the requirements of this Article IV. A-15 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ARTICLE V DESIGNATED REPRESENTATIVES: FNI and Owner designate the following representatives: Owner’s Designated Representative – Jim Wilder, P.E. 901-A Texas Street Denton, Texas 76209 Phone: 940-349-8953 Fax: 940-349-8951 Email: James.Wilder@cityofdenton.com FNI’s Project Manager - Ron King, P.E. 2220 San Jacinto Blvd, Suite 330 Denton, Texas 76205 Phone: 940-220-4350 Email: rgk@freese.com FNI’s Accounting Representative - Stephanie Steinmetz 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 Phone: 214-217-2212 Email: Stephanie.Steinmetz@freese.com A-16 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ATTACHMENT B - ROUTE EXHIBIT RouteStudyLimits DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ATTACHMENT C - PRELIMINARY SCHEDULE IDTaskTaskNameDurationStartFinish Jun'1Jul'16Aug'1Sep'1Oct'1Nov'1Dec'1Jan'1Feb'1Mar'1Apr'1May'Jun'1Jul'17Aug'1Sep'1Oct'1Nov'1Dec'1Jan'1Feb'1Mar'1Apr'1May'Jun'1Jul'18Aug'1Sep'1Oct'1Nov'1Dec'1Jan'1Feb'1M Mode 1 7/15 2 0daysFri7/15/16Fri7/15/16 NoticetoProceed 3 4 95daysFri7/22/16Mon10/24/16 LimitedRouteStudy 5 7/22 6 KickoffMeetingwithCity0daysFri7/22/16Fri7/22/16 7 PrepareStripMap(TNP)30daysFri7/29/16Sat8/27/16 8 PrepareRouteStudyWorkMap15daysSat8/13/16Sat8/27/16 9 DesktopAnalysis/ID2RouteAlternatives10daysSun8/28/16Tue9/6/16 10 CityReviewofRouteAlternatives7daysWed9/7/16Tue9/13/16 9/14 11 RouteReviewMeetingwithCity0daysWed9/14/16Wed9/14/16 9/19 12 FieldWalkthroughofRoutes0daysMon9/19/16Mon9/19/16 13 SubmitTechMemotoCity14daysMon9/19/16Sun10/2/16 14 CityReviewofTechMemo7daysMon10/3/16Sun10/9/16 15 FinalizeTechMemo15daysMon10/10/16Mon10/24/16 16 17 175daysMon10/10/16Sun4/2/17 Design 18 19 DesignSurvey30daysMon10/10/16Tue11/8/16 20 Prepare30%Design40daysWed11/9/16Sun12/18/16 21 CityReviewof30%Design10daysMon12/19/16Wed12/28/16 12/29 22 30%DesignReviewMeetingwithCity0daysThu12/29/16Thu12/29/16 23 PrepareEasementDocuments60daysThu12/29/16Sun2/26/17 24 Prepare60%Design30daysThu12/29/16Fri1/27/17 25 CityReviewof60%Design10daysSat1/28/17Mon2/6/17 26 SubmitTxDotPermitApplication15daysTue2/7/17Tue2/21/17 27 Prepare90%Design30daysTue2/7/17Wed3/8/17 28 CityReviewof90%Design10daysThu3/9/17Sat3/18/17 29 PrepareFinalDesign15daysSun3/19/17Sun4/2/17 30 31 365daysSat1/28/17Sat1/27/18 EasementAcquisition&Permitting 32 33 CityEasementAcquisition365daysSat1/28/17Sat1/27/18 34 PrepareTCEQPermitApplication20daysMon4/3/17Sat4/22/17 35 TCEQReview90daysSun4/23/17Fri7/21/17 36 37 360daysSun1/28/18Tue1/22/19 BidandConstruction 38 39 Advertise&Bid30daysSun1/28/18Mon2/26/18 40 AwardandContracting30daysTue2/27/18Wed3/28/18 41 Construction300daysThu3/29/18Tue1/22/19 TaskSummaryExternalMilestoneInactiveSummaryManualSummaryRollupFinishonly Project:AttachmentC SplitProjectSummaryInactiveTaskManualTaskManualSummaryDeadline Date:Tue5/31/16 MilestoneExternalTasksInactiveMilestoneDurationonlyStartonlyProgress Page1 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB A-17 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the “Agreement”) and proposal (the “Proposal”) to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the “Design Professional”) or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the “Services”). 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the “Degree of Care”). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional’s Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subsection 5.2.1. 2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. GC-1 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionalss the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omissions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional 's obser- vations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. GC-2 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owner's failure to render decision in a timely manner. GC-3 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional’s obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during construction based on marked-up prints, drawings and other data furnished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional’s obligations under this Subsection 3.4.18. GC-4 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more specifically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. esign Professional's 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or D consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Con- tractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. GC-5 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner’s use of such documents in other projects shall be at Owner’s sole risk and expense. In the event the Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional’s receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial nonperformance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. GC-6 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker’s Compensation Insurance in accordance with statutory requirements, and Employers’ Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Deleted 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers’ Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days’ prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order: GC-7 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional’s promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement GC-8 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: 90A7DB8928174CCA843728708659B3DBStatus: Completed Subject: City Council Docusign Item - 6137 Source Envelope: Document Pages: 41Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabledjody.word@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 6/7/2016 2:08:39 PM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 6/7/2016 2:18:30 PM Completed jody.word@cityofdenton.comViewed: 6/7/2016 2:18:40 PM BuyerSigned: 6/7/2016 2:20:50 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Ron King, P.E.Sent: 6/7/2016 2:20:52 PM rgk@freese.comViewed: 6/7/2016 3:00:55 PM Security Level: Email, Account Authentication Signed: 6/7/2016 3:02:32 PM (Optional) Using IP Address: 97.75.108.130 Electronic Record and Signature Disclosure: Accepted: 6/7/2016 3:00:55 PM ID: 8cf6269a-6db7-463d-b414-93b76d883806 John KnightSent: 6/7/2016 3:02:36 PM john.knight@cityofdenton.comViewed: 6/7/2016 3:02:52 PM Deputy City AttorneySigned: 6/7/2016 3:03:08 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 6/7/2016 3:03:10 PM Completed julia.winkley@cityofdenton.comViewed: 6/9/2016 7:39:28 AM Contracts Administration SupervisorSigned: 6/21/2016 2:04:35 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Signer EventsSignatureTimestamp George C. CampbellSent: 6/21/2016 2:04:39 PM george.campbell@cityofdenton.comViewed: 6/22/2016 1:54:57 PM City ManagerSigned: 6/22/2016 1:55:11 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer WaltersSent: 6/22/2016 1:55:14 PM jennifer.walters@cityofdenton.comViewed: 6/23/2016 6:50:32 AM City SecretarySigned: 6/23/2016 6:50:46 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 6/7/2016 3:02:34 PM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 6/7/2016 3:02:34 PM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane RichardsonSent: 6/21/2016 2:04:37 PM jane.richardson@cityofdenton.comViewed: 6/22/2016 6:19:33 AM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin FoxSent: 6/21/2016 2:04:38 PM Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jennifer BridgesSent: 6/23/2016 6:50:49 AM jennifer.bridges@cityofdenton.comViewed: 6/23/2016 8:32:19 AM Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane RichardsonSent: 6/23/2016 6:50:50 AM jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted6/23/2016 6:50:50 AM Certified DeliveredSecurity Checked6/23/2016 6:50:50 AM Signing CompleteSecurity Checked6/23/2016 6:50:50 AM CompletedSecurity Checked6/23/2016 6:50:50 AM Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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