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18-163 %(+$1$%$1$-"$%.1, 18163 AdditionalFileExists AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecordsAct Other %(+$Ș2ș#§º«(´¯º¯§²¹ AmendedbyOrdinance18143209/11/18JR ORDINANCE NO. 1 g-1 C 3 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH INNOVATIVE TRANSPORTATION SOLUTIONS, INC. FOR TRANSPORTATION SERVICES AS SET FORTH IN THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE (RFQ 6610-PROFESSIONAL SERVICE AGREEMENT FOR TR.ANSPORTATION CONSULTANT SERVICES TO 1NNOVATIVE TRANSPORTATION SOLUTIONS, INC. FOR A ONE YEAR CONTRACT 1N THE AMOUNT OF $126,000, WITH FIVE (5) ONE-YEAR OPTIONS TO RENEW, FOR A NOT TO EXCEED TOTAL AWARD OF $630,000). WHEREAS, the professional services provider (the "Provider") set forth in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is authorized to enter into a professional service contract with Innovative Transportation Solutions, Inc. to provide transportation consultation services for the City of Denton, a copy of which is attached and incorporated by reference herein. SECTION 2. The City Manager, or his designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 4848 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. r..... � � PASSED AND APPROVED this the �°�� � day of �� �°� �'� °�� m�_, 2018. m (' �� ���� � � ��rM����. M� CHRIS WATTS, MAYOR � ATTEST: JENNIFER WALTERS, CITY SECRETARY . �� � ,� . BY. ��� a � _......._ �.. ���.... ��� � .. APPROVED AS TO LEGAL FORM; AARON LEAL, CITY ATTORNEY ,�� ..���.,_ BY�:� '` ..... � " . ��� ._.......�.m_,. �''� DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ /ƚƓƷƩğĭƷ ğƌǒĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 6610 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, Innovative Transportation Solutions, Inc , with its corporate office at 2701 Valley View Lane, Farmers Branch, TX 75243, hereinafter called 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, professional transportation policy and program services that are necessary, as described in Exhibit A, which is attached hereto 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 OWNERFQ 6610 Transportation Consulting Services, which is attached hereto and made a part hereof as Exhibit A as if written word for word herein. Contract 6610 Page 1 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F B. attached hereto and made a part hereof as Exhibit B 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, may be negotiated as needed, per monthly 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. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. ARTICLE IV DURATION OF AGREEMENT This Agreement shall become effective upon execution of this Agreement by the CITY and the CONSULTANT and upon the issuance of a notice to proceed by the CITY. The initial contract period is for two (2) years beginning March 1, 2018 (or date of award) through February 28, 2020. At the expiration of the initial contract period, this contract may be renewed annually by both parties for an additional three (3) one year periods. The renewal shall be automatic, unless terms are revised by either party. In the event of revision, the renewal shall be in written format. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the CITY, acting through its City Manager or his designee. Contract 6610 Page 2 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. 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 a monthly rate shown in 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 $126,000.00 . 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. The City of Denton shall agree to pay the Consultant $10,500.00 per month fee obligations, in accordance with the above provisions. 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 tten 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 included in monthly rate shown 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. Contract 6610 Page 3 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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. 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 Contract 6610 Page 4 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not 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. ements, 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. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or r precedent to suit. Contract 6610 Page 5 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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. 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: Innovative Transportation Solutions, Inc. City of Denton John Polster Purchasing Manager File 6610 2701 Valley View Lane 901B Texas Street Farmers Branch, TX 75234 Denton, Texas 76201 Contract 6610 Page 6 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F All notices shall be deemed effective upon receipt by the party to whom such notice is ing. 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 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 Contract 6610 Page 7 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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 RFQ 6610 Transportation Consulting Services Exhibit B Exhibit C s Compensation 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 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. Contract 6610 Page 8 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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 John Polster. 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. The OWNER shall assist the CONSULTA 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. H. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The 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 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, Contract 6610 Page 9 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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 this contract 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. ARTICLE XXIV 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 Contract 6610 Page 10 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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: __________________________________ INNOVATIVE TRANSPORTATION SOLUTIONS, INC A TEXAS CORPORATION __________________________________ BY: JOHN POLSTER AUTHORIZED AGENT __________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER Contract 6610 Page 11 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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 Contract 6610 Page 12 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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. Coverage C, medical payments, is not required. Contract 6610 Page 13 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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. Contract 6610 Page 14 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F \[X\] 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 6610 Page 15 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F ATTACHMENT 1 \[ \] 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 6610 Page 16 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and Contract 6610 Page 17 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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. each 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 6610 Page 18 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F Contract 6610 Page 19 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F SCOPE OF WORK Description of Services The services specified in this RFQ will be provided by an individual or firm with demonstrated, bona fide, established working association with Federal, State, regional and local transportation authorities. Basic services will include; General program management Design management assistance Strategic planning Identifying and securing funding Community outreach and educational program Preparing and submitting updates to the Statewide Transportation Improvement Plan Monthly reports to Denton City Council Mobility Committee and Executive Management Additional services not included in basic services may be requested by the City Manager, Assistant City Manager or Director of Transportation. OBJECTIVES and TERM OF CONTRACT To secure the services of an individual or firm to assist the Transportation Department in; Assist with development of public policy direction for the regional and local transportation system Maintaining the current transportation system Developing enhanced or new surface transportation infrastructure Working in coordination with all other applicable transportation authorities Identify and secure fundin Grant opportunities and application writing and submittal Keeping current with transportation innovations, safety measures, legal requirements, funding sources It is the intent of the City of Denton to award the contract for the initial term of two (2) years from date of executed contract or issued Purchase Order. At the expiration of the initial contract period, the contract may be renewed annually by written agreement between both parties for up to three (3) one-year renewals at the same terms and conditions as agreed upon in the initial contract. DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F CITY EXPECTATIONS This proposal and the resulting partnership is focused on continued safe and efficient surface transportation for the citizens of Denton and all who visit or travel through our City. These services will be delivered at the most effective and cost-efficient processes. The successful firm shall demonstrate and perform all necessary actions to secure funding opportunities to leverage local funding to enhance the local transportation infrastructure and regional transportation infrastructure that impacts mobility for the general public traveling in and/or thru the City of Denton. The successful firm will be required to demonstrate the ability to work collaboratively with other transportation and governmental agencies in planning efforts, securing funding, and implementing mobility enhancements. The awarded firm shall have the skill set, ability and innovation to accomplish all aspects of the requested services. FIRM RESPONSIBILITIES General Program Management The firm shall aid City Staff with management of the Transportation Program/Mobility Plan and represent the City in general and professional activities that are required to successfully execute this program as directed by city staff. These duties will include as a minimum the following items: Attend and participate in meetings with City staff and officials as scheduled and required; preparing reports, and providing presentations; 1. Attend local, regional, state and federal transportation meetings and events that are of importance to the Transportation Program/Mobility Plan/City of Denton City Council Mobility Committee and relate pertinent outcomes to staff; 2. Attend the monthly City of Denton City Council Mobility Committee meeting and provide report(s) on any on-system projects initiated by the Texas Department of Transportation (TxDOT); 3. Assist City staff in coordination with TxDOT; NCTCOG; United States Department of Transportation; United States Army Corps of Engineers; Federal Emergency Management Association; Environmental Protection Agency; Texas Commission on Environmental Quality; and other regional, state and federal agencies as required to facilitate all aspects of this Program; 4. Assist City staff in determining which projects may be affected by local or regional events or may impact those events and outline strategies to meet community expectations; 5. Support City staff with monitoring and updating the overall project schedule throughout the contract in coordination with utilities, real estate, environmental, design consultants, construction managers, contractors and others that are involved at the program and individual project levels; 6. Facilitate coordination between the City of Denton, the North Central Texas Council of Governments (NCTCOG) and the Texas Department of Transportation (TxDOT) on Phase II of the 35Express Project from the southern city limits to the northern city limits; 7. Monitor what the NCTCOG Metropolitan Planning Organization is considering and/or ͳ DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F implementing; 8. Help promote City of Denton wants and needs with all organizations; 9. Monitor NCTCOG and TxDOT future plans for IH-35W impacting the City; 10. Assist in facilitating plans for West Loop to 288 to include environmental clearance, funding efforts and commitment from TxDOT/NCTCOG to advance the project to construction. 11. Assist in facilitating plans for FM 1515/Airport Road include preliminary plans, environmental clearance, funding efforts and commitment from TxDOT/NCTCOG to advance the project to construction. 12. Assist in facilitating the use and implementation of monies received or generated from regional toll facilities; 13. Assist in the facilitating design, right of way acquisition and construction of projects as designated by staff; 14. Help the City in monitoring funding sources and opportunities to advance key City of Denton transportation projects; 15. Provide any n Bond Oversight Committee; 16. Assist in research, preparation and development of grant and other funding applications; 17. Aid City staff in preparation of project or program-related resolutions; 18. Provide miscellaneous transportation planning, funding, and any additional management assistance that may be requested by City officials; 19. Provide monthly detailed reports detailing the status of deliverables; 20. The successful firm will be required to retain any documentation connected to this contract, whether electronic or paper, for a period of twenty-four (24) months after the completion of the contract; 21. Describe any other contribution your firm could provide with general program management. Design Management Assistance The firm shall assist City staff with design management by providing general assistance over the design process and making recommendations for process improvement as specifically stipulated by City staff. The firm will perform these duties and responsibilities which include: 1. and project implementation. Include any specific, successful recommendations implemented in the past, who, where, when and how this was accomplished. Strategic Planning The firm shall aid staff with the City's Transportation Program/Mobility Plan by analyzing and identifying its transportation needs, assisting with the overall development of surface transportation priorities. At the direction of staff assist and/or develop a comprehensive plan, segmenting the projections into 5-year increments. This plan would include risk analysis, projected growth, projected economic and environmental conditions, projected legal requirements, new surface materials development to optimize efficiency and effectiveness of the City of Denton Transportation Program/Mobility Plan. ʹ DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 1. Monitor all applicable agencies and organizations for any impact to Denton surface transportation; 2. Describe how you will assist the City in developing strategic long-range transportation goals and objectives. Identifying and Securing Funding The firm shall continuously seek out funding sources, both conventional and innovative, to achieve Transportation Program/Mobility Plan goals 1. Assist in determining ability and willingness of other stakeholders to participate, whether in cash or in kind, to advance the project; 2. Monitor all applicable agencies and organizations for funding opportunities; 3. Assist with funding opportunities, applying for those funds and securing them for the City of Denton. Community Outreach and Educational Program The firm shall provide information and educational material to the City for engagement and involvement of stakeholders through all stages of the projects associated with the Transportation Program a) Explain successful community outreach and educational programs used in the past; when, where and what tools were used to impart information. Organization Associations The successful firm shall provide verifiable and documented evidence of an effective, ethical, professional, working association with the following agencies. These organizations will be monitored for possible opportunities and impacts to key Denton projects. The listed agencies are not an all-inclusive listing. Association with any other agency or organization that would be helpful in realizing the City of Denton goals, objectives and priorities shall be listed. &¤£¤± « U.S. Congress and appropriate Congressional committees, Department of Transportation, Federal Highway Administration, Federal Transit Administration, Federal Railroad Administration, Transportation Safety Administration, Federal Aviation Administration, U.S. Army Corps of Engineers, and Environmental Protection Agency; 3³ ³¤ Texas Governor's Office, Texas Legislature and appropriate legislative committees, Texas Turnpike Authority, Texas Transportation Commission, Texas Department of Transportation Headquarters Division (Austin), and ͵ DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F Texas Commission on Environmental Quality, 2¤¦¨®­ « Dallas Area Rapid Transit (DART), Fort Worth Transit Authority (The "T"), Denton County Transportation Authority (DCTA), North Texas Tollway Authority (NTTA), Texas Department of Transportation -Dallas District, Texas Department of Transportation -Fort Worth District, North Central Texas Council of Governments (NCTCOG), Metropolitan Planning Organization (MPO), Regional Transportation Council (RTC), Dallas Regional Mobility Coalition (DRMC), Partners in Mobility, Tarrant Regional Transportation Coalition (TRTC), and Other entities as directed by the City; Additional Submittal Responsibilities 1. Responses shall include resumes for the lead engineer, contract manager or any other major staff involved with this contract; 2. Include a list with contact information detailing current like contracts and how you would prioritize the needs of your clients with conflicting projects. 3. Selected firms may be asked to participate in individual interview processes with the City evaluation committee. Cost incurred will be the responsibility of the firm. The Purchasing department will notify any firms requested to make a presentation and the presentation agenda. CITY RESPONSIBILITIES The City of Denton will: 1. Provide records of information on existing or future specifications, plans or considerations involving surface transportation. 2. Provide a project representative who will have the authority to receive reports, coordinate activities of city staff, and determine the information and/or report formats required as the contract proceeds. As conflicts and discrepancies are discovered, they will be resolved in the most expedient manner possible. 3. Respond to successful firm inquiries, requests for acceptance of deliverables as established in negotiations and the contract document 4. Process approved payments 5. Define and negotiate other responsibilities, tasks and projects as necessary for the benefit of the community Ͷ DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date Certificate Of Completion Envelope Id: 8CE38E3562D94DFCBD32BD7A62CBB89FStatus: Completed Subject: City Council Docusign Item - 6610 Source Envelope: Document Pages: 42Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 0Jamie Cogdell AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)Jamie.Cogdell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jamie CogdellLocation: DocuSign 2/22/2018 4:58:23 PM Jamie.Cogdell@cityofdenton.com Signer EventsSignatureTimestamp Jamie CogdellSent: 2/22/2018 5:03:36 PM Completed jamie.cogdell@cityofdenton.comViewed: 2/22/2018 5:03:43 PM Senior BuyerSigned: 2/22/2018 5:05:32 PM Using IP Address: 129.120.6.150 City Of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign John PolsterSent: 2/22/2018 5:05:34 PM johnp@itsinc-tx.comResent: 2/23/2018 9:13:16 AM Innovative Transportation Solutions, Inc.Viewed: 2/23/2018 10:15:53 AM Security Level: Email, Account Authentication Signed: 2/23/2018 10:39:35 AM Using IP Address: 66.64.18.134 (None) Electronic Record and Signature Disclosure: Accepted: 2/23/2018 10:15:53 AM ID: fe46cb4b-7695-47fe-949c-eb2f8ad5463d Larry CollisterSent: 2/23/2018 10:39:39 AM larry.collister@cityofdenton.comResent: 2/23/2018 2:19:53 PM Deputy City AttorneyViewed: 2/23/2018 2:25:35 PM Security Level: Email, Account Authentication Signed: 2/23/2018 2:28:08 PM Using IP Address: 47.190.47.120 (None) Electronic Record and Signature Disclosure: Accepted: 9/26/2017 2:27:28 PM ID: 01f5f868-f109-4e29-ad49-21db9046c882 Rebecca HunterSent: 2/23/2018 2:28:11 PM Completed rebecca.hunter@cityofdenton.comViewed: 3/7/2018 1:26:35 PM Assistant Purchasing ManagerSigned: 3/7/2018 1:29:11 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer EventsSignatureTimestamp Todd HilemanSent: 3/7/2018 1:29:16 PM todd.hileman@cityofdenton.comViewed: 3/7/2018 1:59:41 PM City ManagerSigned: 3/7/2018 1:59:50 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer WaltersSent: 3/7/2018 1:59:54 PM jennifer.walters@cityofdenton.comViewed: 3/9/2018 1:00:51 PM City SecretarySigned: 3/9/2018 1:02:52 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) 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 Rebecca HunterSent: 2/23/2018 10:39:38 AM rebecca.hunter@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 2/23/2018 10:39:38 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 3/7/2018 1:29:15 PM jane.richardson@cityofdenton.comViewed: 3/7/2018 1:29:40 PM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Robin FoxSent: 3/7/2018 1:29:15 PM Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Jennifer BridgesSent: 3/9/2018 1:02:56 PM jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 3/9/2018 1:02:57 PM jane.richardson@cityofdenton.comViewed: 3/9/2018 2:05:12 PM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mark NelsonSent: 3/9/2018 1:02:58 PM Mark.nelson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted3/9/2018 1:02:58 PM Certified DeliveredSecurity Checked3/9/2018 1:02:58 PM Signing CompleteSecurity Checked3/9/2018 1:02:58 PM CompletedSecurity Checked3/9/2018 1:02:58 PM 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 you certain written notices or disclosures. 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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.