2017-369ORDINANCE NO. 2017`369
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT (PSA) FOR ENGINEERING SERVICES RELATED TO THE
REVIEW OF DEVELOPMENT PROJECTS FOR THE CITY OF DENTON, AND PROVIDING
AN EFFECTIVE DATE (FILE 6629—AWARDED TO KIMLEY-HORN AND ASSOCIATES, INC.
IN THE NOT -TO -EXCEED AMOUNT OF $175,000.)
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, reasonable, and are consistent with
and not higher than the recommended practices and fees published by the professional associations
applicable to the Provider's profession, and such fees do not exceed the maximum provided by law;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager is hereby authorized to enter into a professional service
contract with Kimley-Horn and Associates, Inc., to provide professional engineering services relating
to the review of development projects for the City of Denton, a copy of which is attached hereto and
incorporated by reference herein.
SECTION 2. The City Manager is authorized to expend funds as required by the attached
contract.
SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under File 6629 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 4. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the I /� H, day of NOftK Lbr , 2017.
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CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
AARON LEAL, CITY ATTORNEY
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PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
CONTRACT 6629
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,
Kimley-Horn and Associates, Inc., with its
corporate office at 421 Fayetteville Street, Raleigh, North Carolina, 27601, hereinafter called
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
WHEREAS, OWNER desires to engage CONSULTANT to perform professional
engineering services on an on-
WHEREAS, CONSULTANT desires to render such professional engineering services
rein.
ARTICLE I
CONSULTANT
1.1 Employment of CONSULTANT OWNER hereby agrees to retain CONSULTANT to
perform the Services in connection with the Project. CONSULTANT agrees to perform
the Services in accordance with the terms and conditions of this Agreement.
CONSULTANT further agrees that if any employee of CONSULTANT who is
performing the day to day Services under this Agreement for the Project is separated, for
any reason, from employment with CONSULTANT, CONSULTANT shall provide
OWNER with written notice thereof at least five (5) business days prior to said separation
unless circumstances reasonably warrant a shorter notice period, which shall not exceed
two (2) business days following the notice of separation.
1.2 Scope of Services The parties agree that CONSULTANT shall perform the Services
that are set forth and described in Exhibit A, attached hereto and incorporated herein by
on an as-needed basis and within the limits established in the Agreement, OWNER shall
issue written task orders to CONSULTANT associated with the Scope of Services, in the
format as stated in Exhibit A, and CONSULTANT shall perform the Services in
accordance with the terms and conditions of this Agreement. The parties understand and
agree that deviations or modifications to the Scope of Services described in Exhibit A, in
the form of written change orders, may be authorized from time to time by OWNER
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1.3 Schedule of Work CONSULTANT agrees to commence work immediately upon the
execution of this Agreement and written notice from OWNER with requested
commencement date.
1.4 Standard of Care CONSULTANT shall perform the Services required hereunder in
accordance with the prevailing engineering standard of care by exercising the skill and
care ordinarily utilized by engineers performing the same or similar services under the
same of similar circumstances in the State of Texas.
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. The employee of the CONSULTANT will perform tasks as directed by and as a
s employee to perform such tasks that would be typical of an employee
of the OWNER with similar experience. As such, CONSULTANT shall be entitled to all
defenses and immunities that are, or would be, available to OWNER. Such tasks may
include, but may not be limited to, attending project meetings, project plan review,
project coordination, etc.
B.
attached hereto and made a part hereof as Exhibit A as if written word for word herein.
C. 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, examples of which are
described in Exhibit A, may be negotiated as needed, per rates included in Exhibit B.
ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to provide On-Site employee to commence work under this
contract upon execution of this Agreement and written notification to CONSULTANT.
CONSULTANT will provide services from the date of written notice and execution of this
Agreement until which time the contract amount has been met or until which time the Agreement
has been terminated by the OWNER.
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ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. -
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a
part of this Agreement as if written word for word herein, a total fee, including
reimbursement for direct non-labor expenses not to exceed $175,000.
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
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 Exhibit B. Payments for additional services shall be
due and payable upon submission by the CONSULTANT and approval by the City staff,
and shall be in accordance with subsection B hereof. Statements shall not be submitted
more frequently than monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTAN
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
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amounts due for services, expenses, and charges. Nothing herein shall require the
OWNER to pay the late charge if the OWNER reasonably determines that the work is
unsatisfactory, in accordan
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 OWNER will exercise reasonable care and due diligence in discovering and
promptly reporting to the CONSULTANT any deficiencies in the work of the CONSULTANT
employee.
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.
ARTICLE VIII
INDEMNITY AGREEMENT
THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS
THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM
AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES,
LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS
AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY
THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE,
RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE
CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES
INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR
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PERFORMANCE OF THIS AGREEMENT, SUBJECT TO THE LIMITATIONS IN
TEXAS LOCAL GOVERNMENT CODE SECTION 271.904.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to t
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.
or each accident.
D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
E. The CONSULTANT shall furnish insurance certificates or insurance policies at the
ty and Auto Liability
insurance policies shall name the OWNER as an additional insured. CONSULTANT
shall endeavor to provide OWNER with any cancellation or modification to its insurance
policies.
ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to mediation with each party bearing its own costs of mediation. No mediation arising
r
precedent to suit.
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ARTICLE XI
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) da advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than fifteen (15) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, i
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.
ARTICLE XIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. M
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To CONSULTANT: To OWNER:
Kimley-Horn and Associates, Inc. City of Denton
Glenn A. Gary, P.E. Purchasing Manager File 6629
801 Cherry Street Unit 11, Suite 950 901B Texas Street
Fort Worth, Texas 76102 Denton, 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.
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
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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 under the
supervision. All personnel engaged in work shall be qualified, and shall be
authorized and permitted under state and local laws to perform such services.
C. the employee providing
Services to OWNER. CONSULTANT shall coordinate with OWNER on personnel in
order to provide reasonable consistency and efficiency in performing said Services.
D. CONSULTANT an
E. OWNER agrees that in order to prevent a potential conflict of interest, real or perceived,
CONSULTANT is a party thereto.
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).
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 Scope of Services and Deliverables
Exhibit B s Compensation Rate Sheet
B. The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONSULTANT shall retain such books,
records, documents and other evidence pertaining to this agreement during the contract
period and five years thereafter, except if an audit is in progress or audit findings are yet
unresolved, in which case records shall be kept until all audit tasks are completed and
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resolved. These books, records, documents and other evidence shall be available, within
10 business days of written request. Further, the CONSULTANT shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records,
documents and other evidence pertaining to this agreement, and to allow the OWNER
similar access to those documents. All books and records will be made available within a
50-mile radius of the City of Denton. The cost of the audit will be borne by the OWNER
unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or
greater occurs, the reasonable cost of the audit, including any travel costs, must be borne
by the CONSULTANT which must be payable within five business days of receipt of an
invoice. Failure to comply with the provisions of this section shall be a material breach of
this contract and
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__________________. 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.
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
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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, CITY ATTORNEY
BY: __________________________________
KIMLEY-HORN AND ASSOCIATES, INC.
__________________________________
BY: Glen A. Gary, P.E.
ITS: Sr. Vice President
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
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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
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insurance applies separately to each insured against whom claim is made or
suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
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
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
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Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU)
exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
\[X\] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and use of
all automobiles and mobile equipment used in conjunction with this contract.
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 an aggregate.
Contract 6629 Page 14
DocuSign Envelope ID: BB531276-3599-46D0-9050-D2DA4F4E02E0
\[X\] 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.
Contract 6629 Page 15
DocuSign Envelope ID: BB531276-3599-46D0-9050-D2DA4F4E02E0
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
Contract 6629 Page 16
DocuSign Envelope ID: BB531276-3599-46D0-9050-D2DA4F4E02E0
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;
Contract 6629 Page 17
DocuSign Envelope ID: BB531276-3599-46D0-9050-D2DA4F4E02E0
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. sions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
Contract 6629 Page 18
DocuSign Envelope ID: BB531276-3599-46D0-9050-D2DA4F4E02E0
EXHIBIT A
SCOPE OF SERVICES AND DELIVERABLES
PROJECT UNDERSTANDING
The CONSULTANT is to provide on-call engineering services to be an extension
of the staff for the purposes of providing development review
assistance. Understandings and assumptions which this Agreement is based on
include:
The CONSULTANT shall be available for meetings on an as needed basis
at the City of Denton in the Department of Development Services located
- The Consultant
may perform the services that do require to be on-
offices.
CONSULTANT and OWNER
employees.
OWNER agrees that in order to prevent a potential conflict of interest, real
or perceived, CONSULTANT shall not perform services for the OWNER
relating to projects where CONSULTANT is a party thereto.
scope of services is as follows:
SERVICES
On-Site On-Call Project Assistance
Professional Engineering Representative: These services will include
representing the OWNER as its professional engineer as requested by the
OWNER. Services may include meetings with developers to discuss
preliminary development plans or meeting with State or Federal regulatory
agencies to discuss items relevant to the OWNER.
Review of Development Site Plans, Infrastructure Plans,
Construction Plans and Construction Specifications: These services
will include reviewing development site plans, infrastructure plans,
construction plans, and construction specifications for conformance with
the s Development Rules and Regulations. Other services
Engineer. Upon completion of the review, the CONSULTANT will provide
the OWNER with a letter outlining the review comments associated with
the development. The CONSULTANT to identify up to two licensed
Page 1
DocuSign Envelope ID: BB531276-3599-46D0-9050-D2DA4F4E02E0
EXHIBIT A
SCOPE OF SERVICES AND DELIVERABLES
professional engineers to provide the scope of services. Provided they
these same two individuals for a period of at least three (3) months or until
OWNER amends/terminates this Agreement, whichever comes first.
CONSULTANT will provide support staff to assist the two (2) identified
representatives as required.
Prior to starting service, and whenever CONSULTANT proposes a change
notice in advance of whom CONSULTANT proposes to provide, their
experience level, and their exact hourly billing rate. OWNER has the right
to approve or disapprove.
Traffic Management and Design Services:
These services will include providing general on-call services such as, but
not limited to, assisting OWNER with management and/or evaluation of
existing City policy, ordinances, and design guidelines relating to Traffic
engineering services.
Drainage Standards and Design Services:
These services will include providing general on-call services such as, but
not limited to, assisting OWNER with management and/or evaluation of
existing City policy, ordinances, and design guidelines relating to Drainage
engineering services.
Miscellaneous Engineering Services:
These services will include providing requested miscellaneous
engineering services such as, but not limited to, assisting developers by
answering questions relating to construction standards set forth in the
Rules and Regulations.
Additional Services
Services not specifically identified in the Scope of Services above shall be
considered additional, and shall be performed on an individual basis upon
authorization by the OWNER.
Deliverables
There are no deliverables.
Page 2
DocuSign Envelope ID: BB531276-3599-46D0-9050-D2DA4F4E02E0
EXHIBIT B
COMPENSATION
COMPENSATION
CONSULTANT will provide the Scope of Services on a labor fee plus expense basis with
a maximum labor fee of $175,000. CONSULTANT will not exceed the total maximum
labor fee shown without authorization from the Client. Labor fee will be billed on an
hourly basis according to our then-current rates.
Direct reimbursable expenses such as express delivery services, fees, air travel, and
other direct expenses will be billed at 1.15 times cost. A percentage of labor fee will be
added to each invoice to cover certain other expenses such as telecommunications, in-
house reproduction, postage, supplies, project related computer time, and local mileage.
Administrative time related to the project will be billed hourly. All permitting, application,
and similar project fees will be paid directly by the Client. Payment will be due within 30
days of your receipt of the invoice and should include the invoice number and Kimley-
Horn project number.
Additional Services may be provided with the amendment of this Agreement.
SCHEDULE
The Design Professional will be authorized to commence work on the Project upon
execution of this AGREEMENT and agrees to complete the detailed design services in a
mutually agreed upon schedule.
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DocuSign Envelope ID: BB531276-3599-46D0-9050-D2DA4F4E02E0
EXHIBIT B
COMPENSATION
Kimley-Horn and Associates, Inc.
Standard Rate Schedule
(Hourly Rate)
Senior Professional I $240 - $265
Senior Professional II $180 - $250
Professional $160 - $210
Senior Technical Support $115 - $190
Technical Support $70 - $100
Analyst $105 - $175
Support Staff $ 75 - $ 115
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Page 2
Certificate Of Completion
Envelope Id: BB531276359946D09050D2DA4F4E02E0Status: Completed
Subject: City Council Docusign Item - 6629 - Denton Development Review
Source Envelope:
Document Pages: 23Signatures: 4Envelope Originator:
Certificate Pages: 6Initials: 0Cindy Alonzo
AutoNav: Enabled901B Texas Street
EnvelopeId Stamping: EnabledDenton, TX 76209
Time Zone: (UTC-08:00) Pacific Time (US & Canada)Cynthia.Alonzo@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: OriginalHolder: Cindy AlonzoLocation: DocuSign
11/8/2017 1:49:45 PM Cynthia.Alonzo@cityofdenton.com
Signer EventsSignatureTimestamp
Cindy AlonzoSent: 11/8/2017 2:02:19 PM
Completed
cynthia.alonzo@cityofdenton.comViewed: 11/8/2017 2:02:31 PM
BuyerSigned: 11/8/2017 2:03:43 PM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Glenn A. Gary, P.E. | Kimley-Horn and AssociatesSent: 11/8/2017 2:03:44 PM
Glenn.Gary@kimley-horn.comResent: 11/10/2017 6:47:37 AM
Security Level: Email, Account Authentication Viewed: 11/10/2017 7:09:44 AM
(Optional)
Signed: 11/10/2017 10:07:26 AM
Using IP Address: 64.251.230.39
Electronic Record and Signature Disclosure:
Accepted: 9/5/2017 5:31:56 AM
ID: a4d44695-81cf-49e7-97f6-7553e995f64a
Jennifer DeCurtisSent: 11/10/2017 10:07:28 AM
jennifer.decurtis@cityofdenton.comViewed: 11/10/2017 10:31:43 AM
Deputy City AttorneySigned: 11/10/2017 10:31:57 AM
City of Denton
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Julia WinkleySent: 11/10/2017 10:31:59 AM
Completed
julia.winkley@cityofdenton.comViewed: 11/14/2017 1:31:06 PM
Contracts Administration SupervisorSigned: 11/14/2017 1:31:50 PM
Using IP Address: 129.120.6.150
City of Denton
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Todd HilemanSent: 11/14/2017 1:31:52 PM
todd.hileman@cityofdenton.comViewed: 11/14/2017 1:44:43 PM
City ManagerSigned: 11/14/2017 1:44:50 PM
City of Denton
Using IP Address: 47.190.47.120
Security Level: Email, Account Authentication
Signed using mobile
(Optional)
Signer EventsSignatureTimestamp
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 9:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Jennifer WaltersSent: 11/14/2017 1:44:52 PM
jennifer.walters@cityofdenton.comViewed: 11/16/2017 5:52:41 AM
City SecretarySigned: 11/16/2017 5:53:25 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
In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Julia WinkleySent: 11/10/2017 10:07:27 AM
julia.winkley@cityofdenton.comViewed: 11/10/2017 10:08:21 AM
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sherri ThurmanSent: 11/10/2017 10:07:27 AM
sherri.thurman@cityofdenton.com
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(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane RichardsonSent: 11/14/2017 1:31:51 PM
jane.richardson@cityofdenton.comViewed: 11/15/2017 6:35:26 AM
Assistant City Secretary
City of Denton
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(Optional)
Electronic Record and Signature Disclosure:
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Robin FoxSent: 11/14/2017 1:31:51 PM
Robin.fox@cityofdenton.com
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(Optional)
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Not Offered via DocuSign
Carbon Copy EventsStatusTimestamp
Jennifer BridgesSent: 11/16/2017 5:53:26 AM
jennifer.bridges@cityofdenton.comViewed: 11/17/2017 8:39:13 AM
Procurement Assistant
City of Denton
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Jane RichardsonSent: 11/16/2017 5:53:27 AM
jane.richardson@cityofdenton.comViewed: 12/5/2017 10:48:16 AM
Assistant City Secretary
City of Denton
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W. Todd Estes, P.E., City EngineerSent: 11/16/2017 5:53:29 AM
Todd.Estes@cityofdenton.com
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Notary EventsSignatureTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted11/16/2017 5:53:29 AM
Certified DeliveredSecurity Checked11/16/2017 5:53:29 AM
Signing CompleteSecurity Checked11/16/2017 5:53:29 AM
CompletedSecurity Checked11/16/2017 5:53:29 AM
Payment EventsStatusTimestamps
Electronic Record and Signature Disclosure
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