2017-191ORDINANCE
LINEAR370 FEETOF 1 FROM # OF
AND FROM # O THE WEST SIDEOF PROVIDING #R THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE
6479—AWARDED TO BIRKHOFF, HENDRICKS & CARTER, LLP IN AN AMOUNT NOT -TO -
$229,492.)
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
• not higher♦ ♦-• practices, and fees published by professional
associations applicable to the Provider's profession, and such fees do not exceed the maximum
Provided NOW, #
SECTION 1.. The City Manager is hereby authorized to enter into a professional services
agreement with Birkhoff, Hendricks & Carter, LLP, to provide professional design and engineering
services for the IH35/Hwy 380/Scripture Street waterline transmission 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
agreement.
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 6479 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
.♦♦
PASSED AND APPROVED this theZ
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lrls WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
AARON LEAL, ASSISTANT CITY ATTORNEY
BY:
DocuSign Envelope ID: DB167E91-5A69-417E-A50A-AC169A8DB772
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DocuSign Envelope ID: DB167E91-5A69-417E-A50A-AC169A8DB772
PROFESSIONAL SERVICES AGREEMENT
FORCONSULTING SERVICES
CONTRACT 6479
STATE OF TEXAS §
COUNTY OF DENTON §
________________________, by and between the City of Denton, Texas, a Texas municipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Birkhoff, Hendricks & Carter, LLP, with its
corporate office at 11910 Greenville Ave., Suite 600, Dallas County, Dallas, Texas 75243,
hereinafter
representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
CONSULTANT AS INDEPENDENT CONTRACTOR
The OWNER has selected CONSULTANT on the basis of demonstrated competence and
qualifications to perform the services herein described for a fair and reasonable price pursuant to
Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the
CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER
will not assert control over the day-to-day operations of the CONSULTANT. The
CONSULTANT is customarily engaged to provide services as described herein independently
and on a nonexclusive basis in the course of its business. This Agreement does not in any way
constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby
agrees to perform the services described herein based on the skills required for the scope of work
in connection with the Project as stated in the sections to follow, with diligence and in
accordance with the highest professional standards customarily obtained for such services in the
State of Texas. The professional services set out herein are in connection with the following
described project:
The Project shall include, without limitation, a licensed Texas engineer, as an independent
contractor. The Design Professional hereby agrees to perform the services in conjunction
with the following projects as described in Exhibit A, which is attached hereto and
A. State Highway 380 to IH 35 Transmission Line
B. Scripture Road to IH 35 Transmission Line,
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ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A.The CONSULTANT shall perform all those services as necessary and as described in the
Contract 6479 Engineering Services for Hwy 380 to IH 35 Transmission
Line and Scripture Road to IH 35 Transmission Line, which is attached hereto and made
a part hereof as Exhibit A and Exhibit B as if written word for word herein.
B.ich proposal is
attached hereto and made a part hereof as Exhibit A and Exhibit B as if written word for
word herein.
C.CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit A and Exhibit B, which shall be attached to this Agreement and
made a part hereof.
D.If there is any conflict between the terms of this Agreement and the exhibits attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached exhibits or task orders.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included in the above-described Basic Services, may be negotiated as
needed, per rates included in Exhibit B.
A.Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
B.Preparing data and reports for assistance to OWNER in preparation for hearings before
regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or
by deposition, and preparations therefore before any regulatory agency, court, arbitration
panel or mediator.
C.Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration,
dispute review boards, or other legal and/or administrative proceedings in the defense or
prosecution of claims disputes with Contractor(s).
D.Assisting OWNER in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any, shall
be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside
of and in addition to this AGREEMENT.
E.Visits to the site in excess of the number of trips included in Exhibit B and Exhibit C.
F.Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
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ARTICLE IV
TIME OF COMPLETION
CONSULTANTis authorized to commence work under this contract upon execution of this
AGREEMENT. CONSULTANT will provide services from the date of execution and shall
automatically expire upon completion of the work or receipt of the materials, and acceptance by
the City of Denton.
ARTICLE V
COMPENSATION
A.COMPENSATION TERMS:
1.
employment of others in outside firms for services related to this agreement.
2.-that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B.BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
a part of this Agreement as if written word for word herein, a total fee, including
reimbursement for direct non-labor expenses not to exceed $229,492.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
from the OWNER. The CONSULTANT shall not proceed to perform the services listed
ning prior written authorization from
the OWNER.
C.ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate shown in ts for additional services shall
be due and payable upon submission by the CONSULTANT and approval by the City
staff, and shall be in accordance with subsection B hereof. Statements shall not be
submitted more frequently than monthly.
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D.PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
undisputed statement thereof, the amounts due the CONSULTANT will be paid interest
in accordance with the Texas Government Code 2251.025. Additionally, the
suspend services under this Agreement until the CONSULTANT has been paid in full all
amounts due for services, expenses, and charges. Nothing herein shall require the
OWNER to pay the late charge if the OWNER reasonably determines that the work is
dispute concerning the amount due, or the invoice was not mailed to the address or in the
form as described in this Agreement. The OWNER will notify CONSULTANT of any
disputes within twenty-one (21) days of receipt of the invoice.
E.Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215
E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the
contract administrator. It is the intention of the City of Denton to make payment on
completed orders within thirty days after receipt of invoice or items; whichever is later,
unless unusual circumstances arise. Invoices must be fully documented as to labor,
materials, and equipment provided, if applicable, and must reference the City of
Denton Purchase Order Number in order to be processed. No payments shall be
made on invoices not listing a Purchase Order Number.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and
In the event the OWNER uses any of the information or materials developed pursuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
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ARTICLE VIII
INDEMNITY AGREEMENT
THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS
THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM
AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES,
LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS
AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY
THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE,
RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE
CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES
INCIDENTALTO, RELATEDTO, AND IN THE EXECUTION, OPERATION, OR
PERFORMANCE OF THIS AGREEMENT.
Nothing in this Agreement shall be construed to create a liability to any person who is not
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in the State
of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carriers of at least an A- or above:
A.Comprehensive General Liability Insurance with bodily injury limits of not less than
$1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with
property damage limits of not less than $100,000 for each occurrence and not less than
$100,000 in the aggregate.
B.Automobile Liability Insurance with bodily injury limits of not less than $500,000 for
each person and not less than $500,000 for each accident, and with property damage
limits of not less than $100,000 for each accident.
C.tatutory requirements, and
D.Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
E.The CONSULTANT shall furnish insurance certificates or insurance policies at the
insurance policies shall name the OWNER as an additional insured. CONSULTANT
shall endeavor to provide OWNER with any cancellation or modification to its insurance
policies.
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ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute tomediation with each party bearing its own costs of mediation. No mediation arising
precedent to suit.
ARTICLE XI
TERMINATION OF AGREEMENT
A.Notwithstanding any other provision of this Agreement, either party may terminate by
B.This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than fifteen(15) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C.If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
work; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
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ARTICLE XIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
To CONSULTANT: To OWNER:
Birkhoff, Hendricks & Carter, LLPCity of Denton
Gary C. Hendricks, P.E., R.P.L.S.Purchasing ManagerContract6479
11910 Greenville Ave., Suite 600901B TexasStreet
Dallas, TX 75243Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
ARTICLE XIV
ENTIRE AGREEMENT
This Agreement and related exhibits constitute the complete and final expression of this
Agreement of the parties, and is intended as a complete and exclusive statement of the terms of
their agreements, and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements which may have been made in
connection with the subject matter hereof.
ARTICLE XV
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as those laws may now
read or hereinafter be amended.
ARTICLE XVII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, sexual orientation, national origin or
ancestry, age, or physical handicap.
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ARTICLE XVIII
PERSONNEL
A.The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B.All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XIX
ASSIGNABILITY
The CONSULTANT acknowledges that this Agreement is based on the demonstrated
competence and specific qualifications of the CONSULTANT and is therefore personal as to the
CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement,
and shall not transfer any interest in this Agreement (whether by assignment, novation, or
otherwise) without the prior written consent of the OWNER.
ARTICLE XX
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXI
MISCELLANEOUS
A.The following exhibits are attached to and made a part of this Agreement:
Exhibit A Contract 6479:
A. State Highway 380 to IH 35 Transmission Line
B. Scripture Road to IH 35 Transmission Line,
Exhibit B
Exhibit C s Compensation Rate Sheet, Attachment CO
B.The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during the contract
period and five years thereafter, except if an audit is in progress or audit findings are yet
unresolved, in which case records shall be kept until all audit tasks are completed and
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resolved. These books, records, documents and other evidence shall be available, within
10 business days of written request. Further, the CONTRACTOR shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records,
documents and other evidence pertaining to this agreement, and to allow the OWNER
similar access to those documents. All books and records will be made available within a
50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER
unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or
greater occurs, the reasonable cost of the audit, including any travel costs, must be borne
by the CONTRACTOR which must be payable within five business days of receipt of an
invoice. Failure to comply with the provisions of this section shall be a material breach of
termination thereof. Each of the terms "books", "records", "documents" and "other
evidence", as used above, shall be construed to include drafts and electronic files, even if
such drafts or electronic files are subsequently used to generate or prepare a final printed
document.
C.This Agreement shall be governed by, construed, and enforced in accordance with, and
subject to, the laws of the State of Texas or federal law, where applicable, without regard
to the conflict of law principles of any jurisdiction. In the event there shall be any dispute
arising out of the terms and conditions of, or in connection with, this Agreement, the
party seeking relief shall submit such dispute to the District Courts of Denton County or
if federal diversity or subject matter jurisdiction exists, to the United States District Court
for the Eastern District of Texas-Sherman Division.
D.For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Gary C. Hendricks, P.E, R.P.L.S. However, nothing herein shall limit
CONSULTANT from using other equally qualified and competent members of its firm to
perform the services required herein.
E.CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
F.
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
G.The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
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ARTICLE XXII
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 signature page.
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
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IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
CITY OF DENTON, TEXAS
__________________________________
TODD HILEMAN, CITY MANAGER
JENNIFER WALTERS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY: __________________________________
BIRKHOFF, HENDRICKS & CARTER, LLP
A Texas limited Liability Partnership
Texas Board of Professional Engineers Firm No. 526
Texas Board of Professional Land Surveyors Firm No. 100318
__________________________________
BY: Gary C. Hendricks, P.E., R.P.L.S.
ITS: Alternate Managing Partner
___________2017-21354
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
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CITY OF DENTON
GENERAL CONDITIONS
TO
AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES
ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES
1.1 The
which these General Conditions are attached) performed by the Architect or Engineer (hereinafter cal
employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Prop
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
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 scribed 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.
2.2.4Based 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.
2.2.5The 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.
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2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements
or general market conditions.
2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental
authorities having jurisdiction over the Project.
2.5 CONSTRUCTION CONTRACT PROCUREMENT
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.
2.5.2If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable
Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction
Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed
the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs.
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract
for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2.
2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the administration
shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be
amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with
the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless
otherwise provided in the Agreement.
2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written
agreement of the Owner and Design Professional.
2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from
time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the
Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument.
2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while
construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner
indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent
to each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall
exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or
any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional
shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use
of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or
the Owner's rights hereunder.
2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or
failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or
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 Owvations 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
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additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or
completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give
rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other
persons performing portions of the work.
2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and
Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when
completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no
delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to
permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions
and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the
responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions
or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's
approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics
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.
2.6.13The 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.
3.2.2Project 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:
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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
2.due to changes required as a result of the Owner's failure to render decision in a timely manner.
3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except
for services required under Subsection 2.5.2.
3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and
Construction Change Directives.
3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with
the replacement of such work.
3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance
of either the Owner or Contractor under the Contract for Construction.
3.3.6Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work.
3.3.7Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto.
3.3.8Providing 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 n
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.
3.4.12Providing 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.
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3.4.17Preparing 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 Seis Subsection 3.4.18.
4.1 The Owner shall consult with the Design Professional regarding reqtives, (2) schedule and design
constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci-
fically described in Subsection 2.2.1.
4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies
related to all of these costs.
4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this
Agreement.
4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall
render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential
progress of the Design Professional's services.
4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written
legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and
structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations,
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.
4.7When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials,
and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents.
4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the
Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on
behalf of the Owner.
4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design
Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional.
4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with
the Contract Documents.
4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and
shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would
require knowledge or services beyond the scope of the Agreement.
ARTICLE 5 CONSTRUCTION COST
5.1 CONSTRUCTION COST DEFINED
5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional.
5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected
or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for
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
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5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design
Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither
the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over
competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary
from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional.
5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless
such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted
to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be
included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the
Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract
for Construction.
5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project
budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission
of the Construction Documents to the Owner and the date on which proposals are sought.
ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS
6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and
shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents.
Such documents 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
ay 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.
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8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications
and other documents.
8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates.
8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.
8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project.
8.2.1.6 Other expenses that are approved in advance in writing by the Owner.
8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the
basis set forth in Section 2 of the Agreement and the schedule of work.
8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for
any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement.
8.3.3When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for
those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the
Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed
estimate of Construction Cost for such portions of the Project.
8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the
presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred.
8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, damages or other sums withheld
from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible.
8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records
of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspec-
tion 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 w
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 not less than $100,000
for each accident including occupational disease.
10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10
at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional
contain a provision that such
insurance shall not be canceled or modified without t
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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.
11.3The 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
cannot be reasonably harmonized, such documents shall be given priority in the following order?
1. The executed Agreement
2. Attachments referenced in Section 3 of the Agreement other than the Proposal
3. These General Provisions
4. The Proposal
11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design
Professional.
11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including
photographs of the extefessional 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 con-
sidered 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 sub consultants 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.
11.7All 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.
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CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended
that bidders confer with their respective insurance carriers or brokers to determine in advance
of Bid submission the availability of insurance certificates and endorsements as prescribed
and provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirements, that bidder may be disqualified from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder
shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall
provide and maintain until the contracted work has been completed and accepted by the City of
Denton, Owner, the minimum insurance coverage as indicated hereinafter.
As soon as practicable after notification of bid award, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid number and title of the
project. Contractor may, upon written request to the Purchasing Department, ask for
clarification of any insurance requirements at any time; however, Contractors are strongly
advised to make such requests prior to bid opening, since the insurance requirements may not be
modified or waived after bid opening unless a written exception has been submitted with the bid.
Contractor shall not commence any work or deliver any material until he or she receives
notification that the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A- VII or better.
Any deductibles or self-insured retentions shall be declared in the bid proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees and
volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
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
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suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled before the expiration date.
Should any of the required insurance be provided under a claims-made form,
Contractor shall maintain such coverage continuously throughout the term of
this contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give
rise to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
\[X\]A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00shall 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.
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If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU)
exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
\[X\] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and use of
all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned, hired and non-owned autos.
\[X\]
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.
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\[X\] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
\[ \] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
\[ \] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
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.
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ATTACHMENT 1
\[X\]
Governmental Entities
A.Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner-operators, employees of any such entity, or
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B.The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C.The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D.If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
E.The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1)a certificate of coverage, prior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage
for all persons providing services on the project; and
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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;
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6)notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
7)Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J.By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing
false or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K.
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.
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EXHIBIT A
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EXHIBIT A
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EXHIBIT A
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EXHIBIT A
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EXHIBIT A
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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: DB167E915A69417EA50AAC169A8DB772Status: Completed
Subject: Please DocuSign: City Council Contract 6479
Source Envelope:
Document Pages: 53Signatures: 5Envelope Originator:
Supplemental Document Pages: 0Initials: 0Jody Word
Certificate Pages: 6
AutoNav: EnabledPayments: 0jody.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
6/15/2017 8:58:27 AM jody.word@cityofdenton.com
Signer EventsSignatureTimestamp
Jody WordSent: 6/15/2017 9:03:34 AM
Completed
jody.word@cityofdenton.comViewed: 6/15/2017 9:03:44 AM
BuyerSigned: 6/15/2017 9:06:47 AM
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
Gary C. Hendricks, P.E., R.P.L.S.Sent: 6/15/2017 9:06:51 AM
ghendricks@bhcllp.comViewed: 6/15/2017 9:38:40 AM
Security Level: Email, Account Authentication Signed: 6/15/2017 9:43:33 AM
(Optional)
Using IP Address: 97.123.186.30
Electronic Record and Signature Disclosure:
Accepted: 6/15/2017 9:38:40 AM
ID: da90e421-c52f-4ac9-8451-ac2c581a4677
Jennifer DeCurtisSent: 6/15/2017 9:43:39 AM
jennifer.decurtis@cityofdenton.comViewed: 6/15/2017 10:24:06 AM
Deputy City AttorneySigned: 6/15/2017 10:27:25 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
Julia WinkleySent: 6/15/2017 10:27:28 AM
Completed
julia.winkley@cityofdenton.comViewed: 6/15/2017 11:10:10 AM
Contracts Administration SupervisorSigned: 6/28/2017 7:47:01 AM
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
Signer EventsSignatureTimestamp
Todd HilemanSent: 6/28/2017 7:47:08 AM
Todd.Hileman@cityofdenton.comViewed: 6/28/2017 7:47:35 AM
City ManagerSigned: 6/28/2017 7:47:41 AM
City of Denton
Using IP Address: 47.190.47.120
Security Level: Email, Account Authentication
Signed using mobile
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 2/8/2017 4:52:51 PM
ID: 8154723a-9757-4d53-a4b5-794656233671
Jennifer WaltersSent: 6/28/2017 7:47:46 AM
jennifer.walters@cityofdenton.comViewed: 6/29/2017 8:16:33 AM
City SecretarySigned: 6/29/2017 8:17:09 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
In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Sherri ThurmanSent: 6/15/2017 9:43:37 AM
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Julia WinkleySent: 6/15/2017 9:43:38 AM
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
Jane RichardsonSent: 6/28/2017 7:47:05 AM
jane.richardson@cityofdenton.comViewed: 6/28/2017 11:03:14 AM
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Robin FoxSent: 6/28/2017 7:47:06 AM
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Carbon Copy EventsStatusTimestamp
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer BridgesSent: 6/29/2017 8:17:14 AM
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane RichardsonSent: 6/29/2017 8:17:16 AM
jane.richardson@cityofdenton.comViewed: 6/30/2017 12:38:06 PM
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lee PerrySent: 6/29/2017 8:17:17 AM
Lee.Perry@cityofdenton.comViewed: 6/29/2017 8:17:51 AM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary EventsSignatureTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted6/29/2017 8:17:17 AM
Certified DeliveredSecurity Checked6/29/2017 8:17:17 AM
Signing CompleteSecurity Checked6/29/2017 8:17:17 AM
CompletedSecurity Checked6/29/2017 8:17:17 AM
Payment EventsStatusTimestamps
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
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authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: kevin.gunn@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
Allow per session cookies
Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.