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18-943 %(+$1$%$1$-"$%.1,18943 AdditionalFileExists AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecordsAct Other %(+$Ș2ș#§º«(´¯º¯§²¹ FirstAmendmenttoAgreementɋOrdinanceNo.19287812/10/19JR ORDINANCE NO. 1$-943 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, A TEXAS HOME-RULE MUNICIPAL CORPOR.ATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH BURGESS & NIPLE, INC., FOR DESIGN SERVICES OF THE MORSE STREET LOOP 288 TO MAYHILL ROAD STREET IMPROVEMENT AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 6590-009— PROFESSIONAL SERVICES AGREEMENT FOR DESIGN SERVICES AWARDED TO BURGESS & NIPLE, INC.,1N THE NOT-TO-EXCEED AMOLINT OF $255,000). WHEREAS, on March 6, 2018, the City Council approved a pre-qualified engineer list (Ordinance 2018-331) and the professional services provider (the "Provider") mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair, and reasonable, and are consistent with, and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Burgess & Niple, Inc., to provide professional design services for the street improvement project, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFQ 6590-009 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 a roval p The ��r��a�� tc� �� s�,�� .��a�� c�r°��:r��X��r<�� a��'�; ��"._. ��"�°�� ,�".��'� ..�:��u�� :... and seconded by .� �� "� � «�.�� .�...... .e�.�ew_.�.� ��r� ��rc�[��N�� was passed and ��a�� by the following ��. �...��_,______. � .�...._'��..... � �.....�....�.� Aye Nay Abstain Absent Chris Watts, Mayor: �, ,u� Gerard Hudspeth, District 1: �° Keely G. Briggs, District 2: �`" Don Duff, District 3: � John Ryan, District 4: � �� Dalton Gregory, At Large Place 5: �` � Paul Meltzer, At Large Place 6: �' __�_ _� ., ��"�C��:� ��1�:) ,�f�l'��'�'"��;1:� �� l;N�� .. ��"�� ,cl��y �al � ��_�"��'�; �C3 � �. �,� �I i ��"'J � , �� CHRIS .,"��.�'"�`�, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY „<<�. ��" BY: �� "a �� ti� �� . � �°'N �� —� - ��' ��w�-- ��-�m.��.,� � �� ..�m... �e � i� _ M� APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY � „��w��-, BY: �� DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ /ƚƓƷƩğĭƷ ğƌǒĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER FILE 6590-009 THIS AGREEMENT is made and entered into on ____________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East Burgess & Niple, Inc., with its corporate office at 5085 Reed Road, Columbus, OH 43220 hereinafter called authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 5, in connection with the Project. The Project shall include, without limitation, (describe the Project in the space below or in an attachment) SECTION 2 COMPENSATION The Owner shall compensate the Design Professional for personnel time, non-labor expenses, and subcontract expenses in performing services for an amount not to exceed $250,000. 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $250,000. 2.1.2 Progress payments for Basic Services shall be paid per the following breakdown for the total compensation for the Basic Services satisfactorily completed at the end of the following phases/tasks of the Project: Project Management $27,500 Conceptual Design $25,450 Preliminary Design $36,800 Final Design $31,650 Bid Phase $13,400 Construction Phase Services $36,300 ROW/Easement Services $13,800 Survey and SUE $26,250 Permitting $ 3,400 Water Design, Bidding & Const. Admin $24,350 Page 1 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ab3937d43a12$E7725D1A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Miscellaneous Design Services $11,100 TOTAL $250,000 2.2 REIMBURSABLE EXPENSES Non-labor reimbursable expenses shall be reimbursed as Direct Expenses at invoice plus a markup of ten (10) percent as defined in the General Conditions but not to exceed a total of $5,000 without the prior written approval of the Owner. SECTION 3 INVOICES 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 as identified in the Notice to Proceed. 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. SECTION 4 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 a 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 page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the 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 website within seven business days. Page 2 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ab3937d43a12$E7725D1A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB SECTION 5 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: Exhibit 1 - City of Denton General Conditions to Agreement for Architectural or Engineering Services. Exhibit 2 Attachment A - Exhibit 3 House Bill 89 Government Code 2270 Verification Form Exhibit 4 - Senate Bill 252 Government Code 2252 Certification Form The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON BY:__________________________ TODD HILEMAN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ DESIGN FIRM BY:__________________________ (Signature) ______________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER Page 3 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ab3937d43a12$E7725D1A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB EXHIBIT 1 CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist ign Professional's employees and consultants as 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely essary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED scribed in Sections 2.2 through 2.6 of these General Conditions and include without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subsection 5.2.1. 2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without Page 4 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ab3937d43a12$E7725D1A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional 's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics Page 5 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ab3937d43a12$E7725D1A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owner's failure to render decision in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. Page 6 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ab3937d43a12$E7725D1A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB 3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The tions under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked-up prints, drawings and other data furnished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of th ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. Page 7 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ab3937d43a12$E7725D1A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. Page 8 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ab3937d43a12$E7725D1A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Des notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. Page 9 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ab3937d43a12$E7725D1A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insur Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or onal shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order: 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the extels shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. Page 10 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ab3937d43a12$E7725D1A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement. Page 11 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ab3937d43a12$E7725D1A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion The scope set forth herein defines the work to be performed by Burgess & Niple, Inc., (ENGINEER) in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE The Morse Street Expansion project limits are from Loop 288 to Mayhill Road. The project will provide uniform capacity for Morse Street throughout i There is a possibility that right-of-way may be . The existing Morse Street is an asphaltic two-lane road between Kimberly Drive and Mayhill Road. This section will be evaluated for possible milling and overlaying. The portion of Morse Street from Kimberly Drive to Loop 288 is built as a secondary arterial (four-lane divided). The south side is concrete pavement and the north side is asphalt. The concrete portion is in good condition and will not be changed by this project. The asphalt portion will be evaluated with this project to be considered for possible milling and overlaying. Along its length, Morse Street ha east end. West of Kimberly Drive and east of Kimberly Drive is an wer line. The water lines under Morse Street from Kimberly Drive to Mayhill Road will be replaced with this project. No sanitary sewer rehabilitation is included in this project. Overhead electrical may need to be relocated and is anticipated to be done by City forces. Evaluation of the existing street lighting from Loop 288 to Kimberly Drive is included in this project. Design of new street lighting from Kimberly Drive to Mayhill Road is also included in this project. ENGINEER will design the improvements, prepare construction documents for the purpose of taking bids one time and assist with construction administration of the project. WORK TO BE PERFORMED Task 1. Design Management Task 2. Conceptual Design Task 3. Preliminary Design Task 4. Final Design Task 5. Bid Phase Services Task 6. Construction Phase Services Task 7. ROW/Easement Services Task 8. Survey and Subsurface Utility Engineering Services Task 9. Permitting Task 10. Water Design, Bid Phase Services and Construction Phase Services Task 11. Miscellaneous Design Services TASK 1. DESIGN MANAGEMENT. ENGINEER will manage the work outlined in this scope to ensure efficient and effective use of ENGINEERCITYENGINEER will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues with the CITY City of Denton, Texas Attachment A Page 1 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion 1.1. Managing the Team Lead, manage and direct design team activities Ensure quality control is practiced in performance of the work Communicate internally among team members Task and allocate team resources 1.2. Communications and Reporting Attend a pre-design project kickoff/chartering meeting with CITY staff to confirm and clarify scope, understand CITY objectives, and ensure economical and functional designs that meet CITY requirements Conduct review meetings with the CITY at the end of each design phase Prepare and submit monthly invoices and progress reports. Prepare and submit baseline Project Schedule initially, and Project Schedule updates with a schedule narrative monthly. Coordinate with other agencies and entities as necessary for the design of the proposed infrastructure, and provide and obtain information needed to prepare the design DELIVERABLES A. Meeting summaries with action items B. Monthly invoices C. Monthly progress reports D. Baseline design schedule TASK 2. CONCEPTUAL DESIGN (30 PERCENT). The Conceptual Design shall be submitted to CITY per the approved Project Schedule. The purpose of the conceptual design is for the ENGINEER to identify, develop, communicate through the defined deliverables, and recommend the design concept that successfully addresses the design problem, and to obtain the ENGINEER will develop the conceptual design of the infrastructure as follows. 2.1. Data Collection In addition to data obtained from the CITY, ENGINEER will research and make efforts to obtain pertinent information to aid in coordination of the proposed improvements with any planned future improvements that may influence the project. ENGINEER will also identify and seek to obtain data for existing conditions that may impact the project including; utilities, agencies (TxDOT and railroads), City Master Plans, adjacent ongoing projects and property ownership as available from the Tax Assessor's office. City of Denton, Texas Attachment A Page 2 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion The data collection efforts will also include conducting special coordination meetings with affected property owners and businesses as necessary to develop sewer re- routing plans. 2.2. Subsurface Utility Engineering Provide Subsurface Utility Engineering (SUE) per Task 8. 2.3. The Conceptual Design Package shall include the following: Preliminary cover and index of sheets including project limits, area location map and beginning and end station limits. SUE Plan sheets sealed by a licensed professional engineer registered in the State of Texas. Traffic Control Plan: Develop a traffic control plan utilizing standard re-route configurations. The typicals need not be sealed individually, if included in the sealed contract documents. Develop supplemental traffic control drawings as needed for review and approval by the CITY. Provide a written summary of the distinct phases to take place during construction operations to include road and/or lane closures, limited access to adjacent properties, and limited access to pedestrian and bicycle traffic. Existing typical sections of the roadway to be constructed along with proposed typical sections which outline the proposed improvements. Typical sections shall include existing and proposed ROW, existing and proposed lane widths and direction arrows, existing and proposed curbs, sidewalks, and retaining walls. Conceptual plan and profile sheets showing existing and proposed horizontal roadway alignments, existing and proposed ROW, existing and proposed sidewalks and driveways, proposed lane dimensions and lane arrows, existing drainage structures, city owned and franchise utilities, and existing roadway vertical alignments (profiles). Drainage area map with supporting drainage computations tabular format. Estimate of probable construction cost. ASSUMPTIONS There will be up to three (3) business/property owner coordination meetings. All storm water calculations and design shall conform to CITY Drainage Criteria Manual. Four (4) (half-size) plans will be delivered for the 30% design. No supplemental Traffic Control drawings will be needed. ENGINEER shall not proceed with Preliminary Design activities without written approval by the CITY of the Conceptual Design Package. City of Denton, Texas Attachment A Page 3 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion DELIVERABLES A. Conceptual Design Package B. Traffic Count Data C. SUE Plan sheets TASK 3. PRELIMINARY DESIGN (60 PERCENT). Preliminary plans and specifications shall be submitted to CITY per the approved Project Schedule. ENGINEER will develop the preliminary design of the infrastructure as follows. 3.1. Development of Preliminary Design Drawings and Specifications shall include the following: Traffic Control Plan updated to reflect any changes as a result of the conceptual design submittal while also including all construction signage and pavement markings which will be in accordance with the latest edition of the Texas Manual on Uniform Traffic Control Devices. A Project Control Sheet, showing all Control Points, used or set while gathering data. Generally on a scale of not less than 1:400. The following information shall be indicated for each Control Point: Identified (existing City Monument #8901, PK Nail, Iron Rod); X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on City Datum only; descriptive location (i.e. set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). SUE plan drawings. Demo plan Updated existing and proposed typical section sheets. Updated roadway plan and profile sheets displaying station and coordinate data for all horizontal alignment ; station and elevation data of all vertical curves, grades, K values, e, and vertical clearances where required. No less than two bench marks plan/profile sheet. Bearings given on all proposed centerlines, or baselines. Station equations relating utilities to paving, when appropriate. Overall project easement layout sheet(s). Intersection layout sheets including ROW lines, horizontal alignments, utilities, curbs, sidewalks, driveways, lane dimensions and arrows, and existing and proposed ) Preliminary roadway details to include curbs, curb expansion joints, driveways, sidewalks, and pavement details. City of Denton, Texas Attachment A Page 4 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion ENGINEER will delineate the watershed based on contour data and field verification and document existing street, right-of-way and storm drain capacities for the subject site. A drainage area map will be drawn at maximum 1" = 200' scale from available 2-foot contour data with the contours labeled. Data source and year will be provided by the CITY. Calculations regarding street and right-of-way capacities and design discharges (5-year and 100-year frequencies) at selected critical locations will be provided. Other frequencies as required by CITY Drainage Criteria Manual may be appropriate for outfalls and sensitive locations. Capacities of existing storm drain will be calculated and shown. All calculations shall conform to CITY criteria. All locations in the project area where 100-year runoff exceeds available storm drain and right-of- way capacities shall be clearly identified. The ENGINEER's responsibility includes recommendations for improvements of the existing system as deemed reasonable and consistent with CITY standards. Storm drain layout sheets showing location and size of all inlets, manholes, junction boxes, culverts and piping to include storm drain profiles showing existing and proposed flow lines, flows, lengths and slopes of pipe, top of ground profile over pipe and connections to existing or proposed storm sewer systems. The lighting design will be prepared in accordance with the following standards: Illuminating Engineering Society Manual RP- AASHTO Roadway Lighting Design Guide; City of Denton Transportation Design Criteria Manual; Denton Municipal Electric Standards; TXDOT Highway Illumination Manual. The photometric analysis will be performed with Lighting Analysts AGi32 latest version. The photometric calculation method will be based on illuminance method measured in footcandles. Field review of the existing lighting along Morse Street between Loop 288 and Mayhill Road will include photometric measurements at up to five (5) locations. Preliminary signing, pavement marking and illumination will be shown on the plans. 3.2. Geotechnical Investigation/Pavement Design Soil investigations, including field and laboratory tests, borings, related engineering analysis and recommendations for determining soil conditions will be made. In addition to the above investigations, borings and appropriate field and laboratory analysis will be made at reasonable intervals along the project alignment for the Safety Plan. The ENGINEER shall prepare a detailed geotechnical engineering study and asphalt pavement design. The study shall include recommendations regarding utility trenching and identify existing groundwater elevation at each boring. City of Denton, Texas Attachment A Page 5 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion 3.3. Constructability Review Prior to the 60 percent review meeting with the CITY, the ENGINEER shall schedule and attend a project site visit with the CITY Project Manager and Construction personnel to walk the project. The ENGINEER shall summarize the CITY comments from the field visit and submit this information to the CITY in writing. 3.4. Utility Clearance The ENGINEER will consult with the CITYPublic Works Department, Water Department, and other CITY departments, public utilities, private utilities, private utilities and government agencies to determine the approximate location of above and underground utilities, and other facilities (current and future) that have an impact or influence on the project. ENGINEER will design CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. ASSUMPTIONS Up to four (4) test bores along Morse Street will be taken for the geotechnical investigation. All storm water calculations and design shall conform to the current CITY drainage criteria manual. Design of new street lighting from Kimberly Drive to Mayhill Road is included. City of Denton will provide the following for the lighting design: Any design theme standards; Any as-builts for existing lighting; Pole type, pole height, mast arm type, mast arm length, luminaire type, luminaire wattage, service locations, system voltage. No electrical design pertaining to wire sizing, voltage drops, ampacity, service loads will be performed. Ambient light shall not be considered in the photometric analysis. Four (4) sets of -size) plans will be delivered for the 60% design. One (1) set of specifications will be delivered for the 60% design. supplement the technical specifications if needed. ENGINEER shall not proceed with Final Design activities without written approval by the CITY of the Preliminary Design plans. DELIVERABLES A. Preliminary Design drawings and specifications B. Geotechnical Report City of Denton, Texas Attachment A Page 6 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion C. Estimate of probable construction cost TASK 4. FINAL DESIGN (90 PERCENT) AND FINAL CONSTRUCTION DOCUMENTS (100 PERCENT). Upon approval of the Preliminary plans, ENGINEER will prepare construction plans as follows: Final draft construction plans (90%) and specifications shall be submitted to CITY per the approved Project Schedule. Following a 90% construction plan review meeting with the CITY, the ENGINEER shall submit Final Plans (100%) to the CITY per the approved Project Schedule. Each plan sheet shall be stamped, dated, and signed by the ENGINEER registered in State of Texas. The ENGINEER shall submit a final design estimate of probable construction cost with both the 90% and 100% design packages. ASSUMPTIONS Four (4) sets of -size) drawings and One (1) specifications will be delivered for the 90% Design package. Two (2) sets of full-size drawings and One (1) specifications will be delivered for the 100% Design package. DELIVERABLES A. 90% construction plans and specifications. B. 100% construction plans and specifications. C. Detailed estimate of probable construction costs including summaries of bid items and quantities. D. Original cover mylar for the signatures of authorized CITY officials. TASK 5. BID PHASE SERVICES. ENGINEER will support the bid phase of the project as follows. 5.1. Bid Support The ENGINEER will develop and implement procedures for receiving and answering include a log of all significant bidders questions and requests and the response thereto. The log shall be housed and maintained electronically. The ENGINEER will provide technical interpretation of the contract bid documents and will prepare proposed responses to all bidders questions and requests, in the form of addenda. The ENGINEER shall upload all approved addenda for all plan holders. Attend the pre-bid conference in support of the CITY. City of Denton, Texas Attachment A Page 7 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion Assist the CITY in determining the qualifications and acceptability of prospective contractors, subcontractors, and suppliers. When substitution prior to award of contracts is allowed in the contract documents, the ENGINEER will advise the CITY as to the acceptability of alternate materials and equipment proposed by bidders. Attend the bid opening in support of the CITY. Incorporate all addenda into the contract documents and issue conformed sets. 5.2 Final Design Drawings Final Design Drawings shall be submitted as an Adobe Acrobat PDF format (version 6.0 or higher) file. The PDF file shall be created from the original CAD drawing files and shall contain all associated sheets of the plan set. ASSUMPTIONS The project will be bid only once and awarded to one contractor. No sets of construction documents will be printed and made available for purchase by planholders and/or given to plan viewing rooms. Six (6) sets of full-size plans and specifications (conformed, if applicable) will be delivered to the CITY. City Purchasing Department will tabulate and review all bids received for the construction project. Engineer will assist the CITY in evaluating bids and recommend award of the contract. PDF file will be given to the CITY. DELIVERABLES A. Addenda B. Bid tabulations C. Recommendation of award D. Construction documents (conformed, if applicable) TASK 6. CONSTRUCTION PHASE SERVICES. ENGINEER will support the construction phase of the project as follows. 6.1 Construction Support The ENGINEER shall attend the preconstruction conference. After the pre-construction conference, the ENGINEER shall provide project exhibits and attend public meeting to help explain the proposed project to residents. The CITY shall select a suitable location and mail the invitation letters to the affected customers. City of Denton, Texas Attachment A Page 8 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion The ENGINEER shall visit the project site twice per month as construction proceeds to observe and report on progress. The ENGINEER shall review shop drawings, samples and other submittals submitted by the contractor for general conformance with the design concepts and general compliance with the requirements of the contract for construction. Such review shall not relieve the Contractor from its responsibility for performance in accordance with the contract for construction, nor is such review a guarantee that the work covered by the shop drawings, samples and submittals is free of errors, inconsistencies or omissions. The ENGINEER shall log and track all shop drawings, samples and other submittals electronically. As requested by the CITY, the ENGINEER shall provide necessary interpretations and clarifications of contract documents, review change orders, and make recommendations as to the acceptability of the work. walk through and assist with preparation of final punch list. 6.2 Record Drawings The ENGINEER shall prepare record drawings from information provided by the CITY depicting any changes made to the Final Drawings during construction. The following information shall be provided by the CITY: o As-Built Survey o Red-Line Markups from the Contractor o Red-Line Markups from City Inspector o Copies of Approved Change Orders o Approved Substitutions The ENGINEER shall modify the Final Drawings electronically and shall place a stamp on the plans indicating that they represent Record Drawings of the project as constructed. The stamp shall be signed and dated by the ENGINEER and shall be placed on each plan sheet, whether there are any revisions on the sheet or not. Each sheet shall clearly indicate all changes which apply to that sheet by clouding and numbering, or other suitable means. The ENGINEER shall submit one (1) bond set of Record Drawings to the City. Record Drawings shall also be submitted as an Adobe Acrobat PDF format (version 6.0 or higher) file. ASSUMPTIONS Eighteen site visits are assumed. Twenty (20) submittal reviews are assumed. Ten (10) City of Denton, Texas Attachment A Page 9 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion Four (4) Change Orders are assumed. Record Drawing plans will be delivered to the CITY. One PDF copy of the Record Drawing plans will be delivered to the CITY. DELIVERABLES A. Public meeting exhibits B. Response to C. Review of Change Orders D. Review of shop drawings E. Final Punch List items E. Record Drawings TASK 7. ROW/EASEMENT SERVICES. ENGINEER will support and perform activities related to ROW and land as outlined below, per scoping direction and guidance from the CITY 7.1. Right-of-Way Research The ENGINEER shall determine rights-of-way, easements needs for construction of the project. Required temporary and permanent easements will be identified based on available information and recommendations will be made for approval by the CITY. 7.2. Right-of-Way/Easement Preparation and Submittal. The ENGINEER shall prepare documents to be used to obtain right-of-way and permanent and/or temporary easements required to construct the improvements. The documentation shall be provided in conformance with CITY standards. 7.3. Temporary Right of Entry Preparation and Submittal Prior to construction, the ENGINEER shall prepare, mail and obtain Temporary Right of Entries from landowners. It is assumed that letters will only be required for land owners adjacent to temporary construction easements or who are directly affected by the project and no easement is required to enter their property. The documentation shall be provided in conformance with CITY standards. ASSUMPTIONS Up to two (2) permanent and/or temporary easements may be required. One (1) right-of-way dedication will be required. One (1) temporary right of entry will be required. City of Denton, Texas Attachment A Page 10 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion Right-of-Way research includes review of property/right-of-way records based on current internet based Denton Central Appraisal District (DCAD) information available at the start of the project and available on-ground property information (i.e. iron rods, fences, stakes, etc.). It does not include effort for chain of title research, parent track research, additional research for easements not included in the DCAD, right-of-way takings, easement vacations and abandonments, right-of-way vacations, and street closures. DELIVERABLES A. Right-of-Way exhibits, easement exhibits and metes and bounds provided on CITY forms. B. Temporary Right of Entry Letters TASK 8. SURVEY AND SUBSURFACE UTILITY ENGINEERING SERVICES. ENGINEER will provide survey support as follows. 8.1. Design Survey ENGINEER will perform field surveys to collect horizontal and vertical elevations and other information needed by ENGINEER in design and preparation of plans for the project. Information gathered during the survey shall include topographic data, elevations of all sanitary and adjacent storm sewers, rim/invert elevations, location of buried utilities, structures, trees (measure caliper, identify overall canopy and species of trees), and other features relevant to the final plan sheets. Existing drainage at intersections will be verified by field surveys. Spot elevations will be shown on intersection layouts with cross slope to fit intersecting grade lines. The minimum survey information to be provided on the plans shall include the following: A Project Control Sheet, showing ALL Control Points, used or set while gathering data. Generally on a scale of not less than 1:400: The following information about each Control Point; a. Identified (Existing. CITY b. X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on CITY Datum only. c. Descriptive Location (Ex. Set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). 8.2. Temporary Right of Entry Preparation and Submittal Prior to entering property for the purposes of field survey and data collection, the ENGINEER shall prepare letters for Temporary Right of Entry for property owners and provide them to the surveyor for distribution. The CITY shall gain access permission to properties where access is denied. City of Denton, Texas Attachment A Page 11 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion 8.3. Subsurface Utility Engineering Provide Subsurface Utility Engineering (SUE) to Quality Level B and A, as described below. The SUE shall be performed in accordance with CI/ASCE 38-02. Quality Level D Conduct appropriate investigations (e.g., owner records, County/CITY records, personal interviews, visual inspections, etc.), to help identify utility owners that may have facilities within the project limits or that may be affected by the project. Collect applicable records drawings, permit records, field notes, geographic information system data, oral histories, etc.) on the existence and approximate location of existing involved utilities. Review records for: evidence or indication of additional available records; duplicate or conflicting information; need for clarification. Develop SUE plan sheets and transfer information on all involved utilities to appropriate design plan sheets, electronic files, and/or other documents as required. Exercise professional judgment to resolve conflicting information. For information depicted, indicate: utility type and ownership; date of depiction; quality level(s); end points of any utility data; line status (e.g., active, abandoned, out of service); line size and condition; number of jointly buried cables; and encasement. Quality Level C (includes tasks as described for Quality Level D) Identify surface features, from project topographic data and from field observations, that are surface appurtenances of subsurface utilities. Include survey and correlation of aerial or ground-mounted utility facilities in Quality Level C tasks. Survey surface features of subsurface utility facilities or systems, if such features have not already been surveyed by a professional surveyor. If previously surveyed, check survey data for accuracy and completeness. The survey shall also include (in addition to subsurface utility features visible at the ground surface): determination of invert elevations of any manholes and vaults; sketches showing interior dimensions and line connections of such manholes and vaults; any surface markings denoting subsurface utilities, furnished by utility owners for design purposes. Exercise professional judgment to correlate data from different sources, and to resolve conflicting information. Update (or prepare) plan sheets, electronic files, and/or other documents to reflect the integration of Quality Level D and Quality Level C information. Recommend follow-up investigations (e.g., additional surveys, consultation with utility owners, etc.) as may be needed to further resolve discrepancies. Provide Quality Level C to identify overhead utilities on the project and provide the overhead utility information on the SUE plan sheets. Level B (includes tasks as described for Quality Level C) Select and apply appropriate surface geophysical method(s) to search for and detect subsurface utilities within the project limits, and/or to trace a particular utility line or system. City of Denton, Texas Attachment A Page 12 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion Based on an interpretation of data, mark the indications of utilities on the ground surface for subsequent survey. Utilize paint or other method acceptable for marking of lines. Unless otherwise directed, mark centerline of single-conduit lines, and outside edges of multi-conduit systems. Resolve differences between designated utilities and utility records and surveyed appurtenances. Recommend additional measures to resolve differences if they still exist. Recommendations may include additional or different surface geophysical methods, exploratory excavation, or upgrade to Quality Level A data. approval, utilize other means of data collection, storage, retrieval, and reduction, that ena Level A Expose and locate utilities at specific locations. Tie horizontal and vertical location of utility to survey control. Provide utility size and configuration. Provide paving thickness and type, where applicable. Provide general soil type and site conditions and such other pertinent information as is reasonably ascertainable from each test hole site. ASSUMPTIONS Utilities within the project limits will have SUE provided to Level B. Up to Five (5) utility locations will have SUE provided to Level A. The CITY will assist as needed to obtain Right of Entry (ROE) from necessary property owners. No construction survey / staking will be provided by the Engineer. DELIVERABLES A. Copies of field survey data and notes signed and sealed by a licensed surveyor. B. Drawing of the project layout with dimensions and coordinate list. C. SUE plan drawings sealed by a professional engineer registered in the State of Texas. TASK 9. PERMITTING. ENGINEER will provide permitting support for the CITY to obtain permits normally required for a project of this size and type, as follows. 9.1. Storm Water Pollution Prevention Plan The Contractor will be responsible for preparing and submitting the Storm Water Pollution Prevention Plan (SWPPP) with appropriate regulatory agencies. The City of Denton, Texas Attachment A Page 13 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion Engineer will prepare an Erosion and Sedimentation Control Plan, which will be incorporated into the SWPPP by the contractor. 9.2. TDLR Accessibility Review and Inspection In accordance with the Texas Department of Licensing and Regulation (TDLR), the plans for the new sidewalk along Morse Street need to be reviewed by a registered accessibility specialist. ENGINEER shall provide a registered accessibility specialist to review the plans and to later inspect the work after it is constructed. Included in this scope are the state project file set-up, conducting the review/inspection, travel expenses, report writing including returning comments and report with photos, follow- up consultation, prepare and send/return file to TDLR and filing fees. ASSUMPTIONS No meetings are assumed for the SWPPP. DELIVERABLES A. Erosion and Sedimentation Control Plan B. Accessibility inspection report TASK 10. WATER DESIGN, BID PHASE SERVICES AND CONSTRUCTION PHASE SERVICES ENGINEER will provide professional services for design, bid phase and construction phase services of the water utility as a separate task. ASSUMPTIONS Effort will be tracked and invoiced separately for the water utility using the scope of work definitions from Tasks 1-9, above. DELIVERABLES A. Monthly invoices will indicate the effort for the water utility separately from the other effort. TASK 11. MISCELLANEOUS DESIGN SERVICES If requested, ENGINEER will provide Miscellaneous Design Services to the CITY. ASSUMPTIONS Design services will be authorized by the CITY as needed. ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES CITY and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. These additional services include the following: City of Denton, Texas Attachment A Page 14 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Scope of Services for Morse Street Expansion Negotiation of easements or property acquisition. Revisions to easement or right-of-way documents as a result of negotiations or project changes after prior CITY direction Services related to development of the C project financing and/or budget. Services related to disputes over pre-qualification, bid protests, bid rejection and re- bidding of the contract for construction. Construction management and inspection services Performance of materials testing or specialty testing services. Services necessary due to the default of the Contractor. Services related to damages caused by fire, flood, earthquake or other acts of God. Services related to warranty claims, enforcement and inspection after final completion. Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. Performance of miscellaneous and supplemental services related to the project as requested by the CITY. Stormwater Pollution Prevention Plan (SWPPP) permitting Environmental Services Presence / absence surveys for federally listed threatened/endangered species Floodplain Services, i.e., CLOMR/LOMR and/or floodplain permit Meetings with or permitting through USACE Texas Department of Transportation (TxDOT) Permit Railroad Permit Additional field investigations or analysis required to respond to public or regulatory agency comments. Field survey or analysis required for cultural resources investigations. Expert representation at legal proceedings or at contested hearings. Monitoring for compliance with permit conditions. Phase I or Phase II Environmental Site Assessment. City of Denton, Texas Attachment A Page 15 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT B COMPENSATION Professional Services for Morse Street Expansion I. Compensation A. The ENGINEER shall be compensated for personnel time, non-labor expenses, and subcontract expenses in performing services for an amount not to exceed $250,000.00, unless amended. Effort shall be invoiced on an Hourly basis. i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Category Rate performing the work. Labor Category Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. Labor Category Rate ($/Hour unless shown otherwise) Burgess & Niple: Project Director $275.00 Senior Project Manager $229.00 Project Engineer II $202.00 Project Engineer I $170.00 Design Engineer II $146.00 Design Engineer I $135.00 Senior Designer $161.00 Senior Traffic Engineer $240.00 Senior Roadway Engineer $193.00 Roadway Engineer II $147.00 Roadway Engineer I $117.00 Graduate Engineer $113.00 Administrative Support $97.00 Sub-Consultants: Surveyor: Spooner & Associates 2-man Survey Crew $150.00 3-man Survey Crew $180.00 Laser Scanning Crew $165.00 Daily Mobilization $75.00 RPLS $150.00 Project Manager / Survey Supervisor $120.00 SIT Survey Technician $120.00 CAD Technician $95.00 Research $70.00 Admin $70.00 SUE: The Rios Group QL "B": SUE Manager $100.00 : Truck/Equipment $25.00 City of Denton, Texas Attachment B Page 1 of 4 B-1 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT B COMPENSATION Labor Category Rate ($/Hour unless shown otherwise) : Paint/Flags $40.00/day : Project Manager $160.00 : Project Engineer $145.00 : CADD Tech $85.00 : Administration $65.00 : Records Research $65.00 QL "A" (Test Holes) 0- $950.00/each QL "A" (Test Holes) 4- $1,250.00/each QL "A" (Test Holes) 8- $1,550.00/each QL "A" (Test Holes) 12- $2,300.00/each QL "A" (Test Holes) 0- $1,150.00/each QL "A" (Test Holes) 4- $1,450.00/each QL "A" (Test Holes) 8- $1,750.00/each QL "A" (Test Holes) 12- $2,500.00/each SUE Survey: 2 Person Survey Crew $150.00 SUE Survey: RPLS/Task Leader $120.00 Geotechnical: Alpha Testing Study and Report for Morse Street $4,000.00/lump sum Improvements Drilling through concrete, if present below the asphalt - additional fee $85.00/hole Principal Engineer (P.E.) or Geologist (C.P.G.) $275.00 Senior Project Engineer (P.E.) or Geologist $200.00 Project Engineer (P.E.) $175.00 Staff Engineer or Staff Geologist $130.00 Expert Consulting and Testimony, Principal $300.00 TAS Review and Inspection: Abadi Prepare TDLR Filing $200.00/each Review Fee $350.00/each Inspection Fee $450.00/each Consultation Fee $150.00 ii. Non-Labor Expenses. Non-labor expenses shall be reimbursed as Direct Expenses at invoice plus a markup of ten percent (10%). Direct Expenses (non-labor) include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. City of Denton, Texas Attachment B Page 2 of 4 B-2 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT B COMPENSATION iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to ENGINEER plus a markup of ten percent (10%). iv. Budgets. ENGINEER will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. ENGINEER is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay ENGINEER beyond these limits. If ENGINEER projects, in the course of providing the necessary services, that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the ENGINEER shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. B. The ENGINEER shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. The ENGINEER shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the ENGINEER, based on the actual hours and costs expended by the ENGINEER in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. C. Payment of invoices will be subject to certification by the City that such work has been performed. III. Progress Reports A. The ENGINEER shall prepare and submit monthly progress reports and schedules in the format required by the City. City of Denton, Texas Attachment B Page 3 of 4 B-3 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT B COMPENSATION IV. Summary of fees Firm Primary Responsibility Fee Amount % Prime Consultant Burgess & Niple Civil Engineering $213,970 85.6% Proposed Sub-Consultants Spooner & Associates Topographic Survey and $18,430 7.4% Easements Alpha Testing Geotechnical Engineering $4,000 1.6% The Rios Group SUE $12,500 5.0% Abadi Accessibility TDLR Review and Inspection $1,100 0.4% TOTAL $250,000 100% City of Denton, Texas Attachment B Page 4 of 4 B-4 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB OPINION OF PROBABLE CONSTRUCTION COST PROJECT: MORSE STREET EXPANSIONOWNER: City of Denton, TX PROJECT DESCRIPTION :DATE: May 14, 2018 4 Lane Secondary Arterial from Kimberly to Mayhill Road BY: William D. Wendland, P.E. ITEMTOTALUNIT NO.DESCRIPTION OF UNITUNITQUANTITYPRICECOST PAVING AND DRAINAGE IMPROVEMENTS 1 Prepare/Restore ROWLS1$ 50,000.00$ 50,000.00 2 Remove Existing 24" Storm DrainLF100$ 20.00$ 2,000.00 3 Remove Existing Curb Inlet EA3$ 1,000.00$ 3,000.00 4 Remove Existing Curb and GutterLF1,200$ 5.00$ 6,000.00 5 Remove Existing Concrete FlatworkSF1,000$ 2.50$ 2,500.00 6 Remove Existing Concrete Parking LotSF37,800$ 2.50$ 94,500.00 7 Remove Existing Concrete ADA RampsEA6$ 500.00$ 3,000.00 8 Remove Existing TreesEA20$ 500.00$ 10,000.00 9 Relocate overhead electrical by City ForcesLS1$ 50,000.00$ 50,000.00 10 Street Lighting ImprovementsLS1$ 49,000.00$ 49,000.00 11 42" Dia. ASTM C-76 CL. III RCPLF300$ 250.00$ 75,000.00 12 36" Dia. ASTM C-76 CL. III RCPLF300$ 200.00$ 60,000.00 13 24" Dia. ASTM C-76 CL. III RCPLF300$ 135.00$ 40,500.00 14 5' Sq. Storm Drain Vault EA3$ 8,000.00$ 24,000.00 15 42" Dia. Type B HeadwallEA1$ 3,000.00$ 3,000.00 16 10' Recessed Curb InletEA7$ 6,000.00$ 42,000.00 17 Connect Proposed 24" RCP to Ex. 24" RCPEA1$ 1,000.00$ 1,000.00 18 Trench SafetyLF900$ 2.00$ 1,800.00 19 Unclassified ExcavationCY4,467$ 35.00$ 156,345.00 20 Controlled Density EmbankmentCY447$ 15.00$ 6,705.00 21 12" Thk. Lime Stabilized SubgradeSY4,467$ 15.00$ 67,005.00 22 Lime for Stabilized SubgradeTONS147$ 200.00$ 29,400.00 23 3" Thk. Type "C" HMAC SY4,733$ 21.00$ 99,393.00 24 3" Thk. Type "B" HMACSY9,066$ 21.00$ 190,386.00 25 6" Curb and 18" GutterLF3,600$ 28.00$ 100,800.00 26 18" Wide Concrete Border (4" Thk.)LF2,400$ 30.00$ 72,000.00 27 4" Thk. Concrete SidewalksSF10,000$ 8.00$ 80,000.00 28 ADA Ramps EA8$ 2,250.00$ 18,000.00 29 12" x 12" Concrete HeaderLF120$ 20.00$ 2,400.00 30 Pavement Marking Allowance (Roadway)LS1$ 50,000.00$ 50,000.00 31 2" Thk. Type "B" HMAC OverlaySY6,411$ 15.00$ 96,165.00 32 Edge MillingLF4,100$ 4.00$ 16,400.00 33 Landscaping .incl. Solid Sodding in ParkwaysLS1$ 25,000.00$ 25,000.00 34 Adjust Existing SSMH To Finished Street GradeEA5$ 1,500.00$ 7,500.00 35 TreesEA20$ 500.00$ 10,000.00 36 Traffic Control Plan and ImplementationLS1$ 25,000.00$ 25,000.00 37 Erosion ControlLS1$ 7,500.00$ 7,500.00 38 Project SignsEA3$ 1,000.00$ 3,000.00 20% Contingency$ 317,000.00 SUBTOTAL PAVING AND DRAINAGE IMPROVEMENTS$ 1,897,299.00 H:\\New Business\\2018\\Denton\\Morse Street\\TEN-Morse Street Expansion OPCC.xlsx5/14/2018 4:18 PM DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB OPINION OF PROBABLE CONSTRUCTION COST PROJECT: MORSE STREET EXPANSIONOWNER: City of Denton, TX PROJECT DESCRIPTION :DATE: May 14, 2018 4 Lane Secondary Arterial from Kimberly to Mayhill Road BY: William D. Wendland, P.E. ITEMTOTALUNIT NO.DESCRIPTION OF UNITUNITQUANTITYPRICECOST WATER IMPROVEMENTS 101 Salvage Existing Fire HydrantEA3$ 750.00$ 2,250.00 102 Salvage Existing Gate ValveEA5$ 500.00$ 2,500.00 103 8" Dia. (DR-18) PVC Water LineLF1,200$ 80.00$ 96,000.00 104 6" Dia. (DR-18) PVC Water LineLF400$ 70.00$ 28,000.00 105 Fire Hydrant Assy.EA4$ 5,000.00$ 20,000.00 106 8" Gate ValveEA5$ 1,750.00$ 8,750.00 107 6" Gate ValveEA4$ 1,500.00$ 6,000.00 108 Ductile Iron Fittings for Water LineTONS3$ 7,500.00$ 22,500.00 109 Connect to Existing Water LineEA5$ 2,500.00$ 12,500.00 20% Contingency$ 40,000.00 SUBTOTAL WATER IMPROVEMENTS$ 238,500.00 TOTAL PAVING, DRAINAGE AND WATER$ 2,135,799.00 SURVEYING, S.U.E., GEOTECHNICAL & ENGINEERING (EXCLUDES MISCELLANEOUS DESIGN SRVS)$ 238,900.00 GRAND TOTAL$ 2,613,199.00 judgment as a design professional. The Engineer has no control over the cost of labor material or services to be furnished by others. H:\\New Business\\2018\\Denton\\Morse Street\\TEN-Morse Street Expansion OPCC.xlsx5/14/2018 4:18 PM DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB 5058 Brush Creek RoadTel: 817-496-5600 Geotechnical Fax: 817-496-5608 Construction MaterialsFort Worth, Texas 76119 Environmentalwww.alphatesting.com TBPE Firm No. 813 May 4, 2018 Burgess & Niple - Fort Worth 3950 Fossil Creek Blvd., Suite 210 Fort Worth, TX 76137 Attention: Mr. William Wendland, PE Re: Proposal Geotechnical Exploration Morse Street Expansion and Overlay Morse Street, between Loop 288 and Mayhill Road Denton, Texas ALPHA Proposal No. 64388-rev1 ALPHA TESTING, INC. (hereinafter “ALPHA”) is hereby pleased to submit toBurgess & Niple - Fort Worth (hereinafter “Client”)the following proposal for a Geotechnical Exploration on the project referenced above. We understand ALPHA has been selected to perform professional services for this project based solely on our qualifications and that the client is currently negotiating work scope and fee exclusively with ALPHA at this time. Project Information We understand the project consists of adding additional lanes to the south side of Morse Street between Kimberly Road and Mayhill Road. The new lanes will be paved with asphalt concrete pavement. The existing portion of Morse Street between Loop 288 and Morse Street will be improved with a new asphalt overlay. In addition, a new parking lot may be constructed to the east of the existing building located on the southeast corner of Kimberly Drive and Morse Street. The purpose of the geotechnical study will be to provide information for use in design of typical pavement sections for the proposed lane additions and recommendations for the asphalt overlay of the existing pavement. If applicable, recommendations for new parking lot pavement will also be provided. Scope of Work This study will include the following evaluations: Subsurface soil, rock and groundwater conditions on the site to depths that would be significantly affected by foundations. Engineering characterization of the subsurface materials encountered. Typical pavement sections for the proposed expansion in accordance with City of Denton Transportation Criteria Manual. Typical pavement sections for the proposed parking lot. Recommendations regarding earthwork, including grading and excavation, backfilling and compaction, the treatment of in-place soils for the support of pavement and possible construction problems reasonably to be expected. As requested, we will explore the subsurface soil and/or rock conditions at the site by drilling test borings along Morse Street on a 500 ft interval. This equates to a minimum of four (4) test borings. As an option, a single boring can also be drilled in the proposed parking lot location, as requested. It is estimate the necessary information will be provided by drilling the test borings to a depth of 10 ft each. At the completion of drilling operations, boreholes will be backfilled and plugged with soil cuttings, and any pavement that is penetrated will be patched with similar material. Settlement of boreholes may occur over time. ALPHA shall not be responsible for any settlement of boreholes that may occur after initial backfilling. The number and depth of the test borings required to obtain the necessary field data may vary depending on the actual soil and/or rock conditions encountered. If unusual subsurface conditions are encountered and alternate field work is indicated, we will consult with the client prior to initiating any additional services. Please note, regardless of the number of borings performed subsurface conditions between borings may vary. The study will also include laboratory tests to evaluate the classification, gradation and certain physical characteristics of the subsurface soils. The specific types and quantities of tests will be determined based on soil/rock conditions encountered in the borings. Our laboratories are fully equipped with modern equipment for soil and rock testing and tests are performed by trained qualified technicians in compliance with the applicable specifications. Field exploration programs are conducted with drilling equipment operated by experienced and reliable drillers. All field and laboratory staff are supervised by professional Dallas • Fort Worth • Houston • San Antonio DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB engineers. Results of the field exploration and laboratory tests will be utilized in the engineering analysis and the formulation of our recommendations. Results of our study, including the substantiating data and our recommendations, will be presented in a written report prepared by a Licensed Professional Engineer. Costs and Schedule Our fee for performance of the geotechnical study on the site described will be as noted below. We guarantee not to exceed this figure without your approval. Boring operations would commence within about nine (9) working days from your notification to proceed. The complete written report would be electronically sent to you within about ten (10) working days following completion of the boring operations. Geotechnical Fee for Morse Street Improvements$4,000.00 Geotechnical Fee for the Proposed Parking Lot$2,200.00* *This fee includes a separate mobilization and report. The above cost estimate is valid for 90 days and is based on Client providing suitable access and entry to test boring locations during normal business hours. Client represents that it has full authority from the current landowner to engage ALPHA to perform this study. The pricing provided above assumes test boring locations can be accessed using standard, truck-mounted drilling equipment. Surveying of boring locations and elevations is not included in the cost estimate, but can be provided if needed upon request. If difficult site conditions are encountered, alternate pricing may be provided using an All-Terrain Drilling Unit or other portable equipment. The existing road appears to consist of asphalt. Drilling through concrete, if present below the asphalt, will be charged at an additional $ 85.00/hole. Prior to start of drilling, ALPHA will contact Texas One-Call utility clearance (Texas811) to mark and clear utilities at the boring locations. The Client shall provide any known site specific utility information upon acceptance of this proposal. ALPHA is not responsible for damage to any below grade utilities of which we are not made aware. Traffic control, if needed, is not included in the scope of work, but can be provided upon request for a fee. Please note: Our field equipment may rut the site during drilling operations. A concerted effort will be made to minimize such problems, however, ALPHA is not responsible for re-grading or repairing rutted areas if they develop. The scope of work for this study does not include stability analysis for any slopes either to be constructed or which may exist on the site. If the final grading plans indicate significant slopes (over about 3 ft high) will exist, it is recommended the client have slope stability analysis conducted. Further, the scope of work proposed herein does not include design parameters for retaining walls nor does it include global stability of the same. If a slope stability analysis and/or a retaining wall analysis is desired, upon request, ALPHA will provide a separate Proposal for such analysis. If this Proposal is acceptable, please have an authorized officer sign in the space provided below in theProposal Acceptance Form and return a signed copy via either email or fax, or the signed original to our office. We will consider receipt of a signed original or copy of this Proposal as our Notice to Proceed. Work cannot be initiated prior to receiving a signed copy of this Proposal. If a copy is e-mailed or faxed, client consents to such copy of a signature, or electronic signature, as serving as an original signature. Unless prior arrangements are agreed to in writing, payment for services described in this Proposal is due within 30 days of invoice date. Payment of the invoice is not contingent on Client’s agreement or acceptance of ALPHA’s design recommendations or report discussion. If CLIENT objects to any portion of an invoice or report, it shall notify ALPHA in writing within ten (10) days from the date of actual receipt of the invoice of the amount and nature of the dispute, and shall timely pay undisputed portions of the invoice. By execution of this Proposal, the undersigned Client acknowledges and agrees that the attached “Terms and Conditions” have been provided or made available to Client and Client agrees that such Terms and Conditions shall be applied to the present Proposal and shall be fully binding upon Client. The “Terms and Conditions” are attached to this proposal as “Exhibit A” and are fully incorporated into this Proposal by reference as if set forth herein. Page 2 of 8 ALPHA Proposal No. 64388-rev1 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Thank you for this opportunity to offer our services. We look forward to working with you on this project. Sincerely, ALPHA TESTING, INC. Brian J. Hoyt, P.E. Geotechnical Department Manager BJH/pc Attachments: Proposal Acceptance Form “Exhibit A” Terms and Conditions Page 3 of 8 ALPHA Proposal No. 64388-rev1 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB GEOTECHNICAL PROPOSAL ACCEPTANCE FORM Date: May 4, 2018ALPHA Proposal No.: 64388-rev1 Project Name: Morse Street Expansion and Overlay Project Location: Morse Street, between Loop 288 and Mayhill Road, Denton, Texas CLIENT: ADDRESS: CITY/STATE/ZIP: ATTENTION: TELEPHONE: EMAIL: FAX: *****REQUIRED INFORMATION*****(Must be completed in order to process) Check box if ACCOUNTS PAYABLE CONTACT:same as above ADDRESS: CITY/STATE/ZIP: EMAIL: TELEPHONE: Land Owner’s Name: Address: City, St. Zip: Project Legal Description: Project County: The undersigned hereby accepts all the Terms and Conditions set forth in this Proposal and warrants that he/she has full authority to bind the Client. PROPOSAL ACCEPTED BY: SignatureTitleDate PRINTED NAME: REPORT DISTRIBUTION COMPANY ATTENTION EMAIL ADDRESS Page 4 of 8 ALPHA Proposal No. 64388-rev1 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB “EXHIBIT A” Terms and Conditions Section 1: The Agreement The Agreement between the parties, which shall describe and govern CLIENT’s engagement of ALPHA TESTING, INC. (“ALPHA”) to provide services (“Services”) in connection with the project (“Project”) identified in the proposal (“Proposal”), consists of the Proposal, these General Terms and Conditions (“Terms”), ALPHA’s fee schedule, and any exhibits or attachments referenced in any of these documents. Together these elements constitute the entire agreement between the parties, superseding any and all prior negotiations, correspondence, or agreements, either written or oral, with respect to the subject matter of this engagement. This Agreement may only be modified by mutual signed, written agreement. In the event of a conflict between these Terms and the Proposal or exhibits, the following order of precedence shall prevail: (i) These Terms, (ii) the Proposal, and (iii) any exhibits or attachments referenced in the foregoing. Section 2: Standard of Care The Services shall be performed in a manner consistent with the level of care and skill ordinarily exercised by members of ALPHA’s profession currently practicing under similar conditions and in the same locality as the Project (the “Limited Warranty”). Interpretations and recommendations by ALPHA will be based solely on information discovered by, or made available to, ALPHA during the course of the engagement. In connection with such information, CLIENT recognizes that subsurface conditions across the site may vary from those observed at test locations, including but not limited to locations where density tests and concrete tests, borings, surveys, or explorations are made, and that site conditions may change over time. ALPHA shall not be responsible for the use or interpretation of such information by non-parties to this Agreement nor shall ALPHA be responsible for changed site conditions or for subsurface conditions at locations where testing, borings, surveys, or explorations are not made. If Client provides ALPHA’s report to any third Party, Client shall make such third party aware of this limitation of liability, and shall defend, indemnify, and hold ALPHA harmless from any action against ALPHA by such third party. EXCEPT FOR THE LIMITED WARRANTY, ALPHA MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICES, AND EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES; INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF GOOD AND WORKMANLIKE PERFORMANCE AND OF FITNESS FOR A PARTICULAR PURPOSE. Section 3: Site Access and Conditions CLIENT shall grant to, or obtain for, ALPHA unimpeded access to the Project site for all equipment and personnel necessary for the performance of the Services, and access necessary for ALPHA’s personnel to photograph the Project site. As required to effectuate such access, CLIENT shall notify all owners, lessees, contractors, subcontractors, and other possessors of the Project site that ALPHA must be allowed free access to the site. CLIENT understands that, in the normal course of performing the Services, some damage, including but not limited to injury to vegetation, rutting, and cracking of concrete, may occur as a result of ALPHA’s performance of the Services, and further agrees that ALPHA is not responsible for the correction of any such damage caused by ALPHA unless so specified in the Proposal. CLIENT is responsible for the accuracy of locations for all subterranean structures and utilities, and CLIENT waives any claim against ALPHA, and shall defend (with counsel acceptable to ALPHA), indemnify, and hold ALPHA harmless from any claim or liability for injury, damages, or loss by any party, including costs of defense and attorneys’ fees, arising from damage caused as a result of subterranean structures and utilities not being properly identified or accurately located by CLIENT. In addition, and without limiting the foregoing, CLIENT shall compensate ALPHA for any consequential damages resulting from any such claim, including without limitation time spent or expenses incurred by ALPHA in defense of any such claim, with such compensation to be based upon ALPHA’s prevailing fee schedule and expense reimbursement policy. Section 4: CLIENT’s Responsibility and Project Understanding CLIENT shall make available to ALPHA all information in its possession or subject to its control regarding existing and proposed conditions at the site. Such information shall include, but not be limited to, plot plans, topographic surveys, hydrographic data, and previous soil data, including borings, field and laboratory tests, and written reports. CLIENT shall immediately, but in no event later than twenty-four (24) hours after its receipt, transmit to ALPHA any new information concerning site conditions that becomes available, and any change in plans or specifications concerning the Project to the extent such information may affect ALPHA’s performance of the Services. CLIENT shall, upon 24 hours oral or written notice, provide a representative at the job site to supervise and coordinate the Services. Additional responsibilities of the CLIENT include: review of ALPHA’s work for overall coordination with the work of other consultants, including any architects and engineers; with reasonable promptness, but in no event later than 48 hours, provide all available information regarding requirements for ALPHA’s work; upon request by ALPHA, the CLIENT shall furnish the services of other reasonably required consultants, including surveys, testing laboratory, etc.; prepare and assemble specifications for the General Conditions and Supplementary Conditions and all architectural components of the project, and coordinate assembly of ALPHA’s specification sections into a proper format; notify ALPHA immediately if the Client, any architect, or any engineer becomes aware of any fault or claimed deficiency with ALPHA’s work, or nonconformance with the Contract Documents and provide ALPHA a reasonable opportunity to cure any such deficiency or nonconformance; confer with ALPHA before issuing interpretations or clarifications of the documents prepared by ALPHA; forward to ALPHA for review and recommendation all construction phase submittals that pertain to ALPHA’s work; and advise ALPHA of the identity and scope of services of other consultants participating in the Project. ALPHA shall not be liable for any inaccurate information furnished by CLIENT, and CLIENT shall defend (with counsel acceptable to ALPHA) indemnify and hold ALPHA harmless against any claims, demands or liability, including costs of defense and attorneys’ fees, arising out of, related to, or contributed to by such inaccurate information. CLIENT waives any claim it might have against ALPHA for damages arising out its failure to timely provide accurate information or its failure to timely provide new, changed, or additional information, as set forth in the preceding paragraph, and further agrees to indemnify and hold harmless ALPHA from any claim or liability resulting from CLIENT’s failure to timely provide such new, changed, or additional information. Section 5: Project Change In the event CLIENT, the Project owner, Architect, Structural/Civil Engineer or other party makes any changes in the plans and specifications, CLIENT agrees to defend and hold ALPHA harmless from any liability arising out of such changes, and CLIENT assumes full responsibility for any liabilities arising out of such changes unless CLIENT has given ALPHA prior written notice of such changes and has received from ALPHA written consent for such changes. Page 5 of 8 ALPHA Proposal No. 64388-rev1 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Section 6: Confidentiality All data, forms, software, or any other materials developed by ALPHA pursuant to the performance of Services under this Agreement, or supplied to or obtained by ALPHA from CLIENT, or generated by ALPHA or its subcontractors is confidential (the “Confidential Material”) and will be afforded Confidential Treatment by ALPHA, its employees, agents, affiliates, and subcontractors. Proprietary concepts and systems of ALPHA, and ideas developed by ALPHA during the performance of the Services shall remain the sole property of ALPHA (“Alpha Intellectual Property”). Confidential Treatment includes the following: (i) The Confidential Material will be available only to employees of ALPHA; and (ii) Confidential Material will not be disclosed to any third party without the prior authorization of CLIENT. Upon completion of the Services or other termination of this Agreement, any Confidential Material retained by ALPHA not previously provided to third parties pursuant to Client authorization shall be retained by ALPHA for a period of at least 60 days, during which time period, such Confidential Material will be returned to CLIENT upon request by CLIENT. After this time period, ALPHA shall have the right, but not the obligation, to destroy such Confidential Material, thus terminating its confidentiality obligations. If Confidential Material is retained by ALPHA past such time period, the obligations stated in this Section 5 shall survive until the earliest of the following occur: (i) Confidential Material has become available to the general public through no fault of ALPHA; or (ii) Confidential Material is received by ALPHA from others who are in lawful possession of such and who by such disclosure are not breaching any obligation to CLIENT. Notwithstanding the foregoing, any confidential information supplied by ALPHA to CLIENT, as well as any ALPHA Intellectual Property (collectively, “ALPHA Confidential Information”), embody proprietary technology and valuable trade secrets of ALPHA, which are vital to the business of ALPHA, and whose value depends upon them not being generally known. CLIENT shall hold the ALPHA Confidential Information in strict confidence and take all necessary steps to ensure that access to any portion of the ALPHA Confidential Information is not provided to any person or entity other than CLIENT without the express written permission of ALPHA. CLIENT expressly agrees that if the ALPHA Confidential Information is improperly disclosed ALPHA will be irreparably damaged. In such event, ALPHA shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies, including injunctive relief, with respect any breach(es) of this Agreement, in addition to any other remedies available at law or in equity. In addition, CLIENT’s officers, directors, employees and affiliates will protect the confidentiality of the ALPHA Confidential Information with the same degree of care as CLIENT affords its own confidential information (but in no event less than the degree of care that would be taken by a reasonable person), and shall not disclose such information to any third party; provided, however, that the foregoing shall not apply to information that (a) is now or hereafter becomes publicly known due to no fault of CLIENT or (b) is disclosed to CLIENT by a third party without any breach of an obligation of confidentiality. Section 7: Sample Disposal Samples of soil, rock, water, waste or other materials contaminated by hazardous substances, including asbestos, obtained from the Project site are and remain the property of the CLIENT. ALPHA shall retain such samples for no longer than fourteen (14) calendar days after the issuance of any document that includes the data obtained from them, unless other arrangements are mutually agreed upon in writing. It is CLIENT’s responsibility to select and arrange for lawful disposal procedures that encompass removing the contaminated samples from ALPHA’s custody and transporting them to a suitable disposal site. Accordingly, unless CLIENT indicates otherwise within the fourteen (14) day period referenced above, CLIENT hereby instructs ALPHA to make arrangements, as CLIENT’s agent and at CLIENT’s cost, for proper transportation and disposal of contaminated samples with appropriate licensed parties. Due to the risks to which ALPHA may be exposed during transportation and disposal of contaminated samples, CLIENT waives any claim against ALPHA, and shall defend, indemnify, and hold ALPHA harmless from any claim or liability for injury or loss, including costs of defense and attorneys’ fees, arising from ALPHA’s service as CLIENT’s agent in arranging for proper transportation and disposal of contaminated samples. There are extra costs involved in this disposal by ALPHA of samples contaminated with highly toxic and/or hazardous substances (i.e. PCBs, Dioxins, Cyanide, Pesticides, etc.). In this case, the CLIENT shall pre-pay all transportation and disposal costs or ALPHA will return the samples to the project site for proper disposal by the Client. Section 8: Construction Monitoring ALPHA shall have no authority to reject or terminate the work of any agent or contractor of CLIENT. No action, statements, or communications of ALPHA, or ALPHA’s site representative, can be construed as modifying any agreement between CLIENT and others. ALPHA’s presence on the Project site in no way guarantees the completion or quality of the performance of the work of any party retained by CLIENT to provide construction related services. Neither the professional activities of ALPHA, nor the presence of ALPHA or its employees, representatives, or subcontractors on the Project Site, shall be construed to impose upon ALPHA any responsibility for methods or quality of work performance, sequencing of construction, or safety conditions at the Project site. CLIENT acknowledges that CLIENT or its general contractor is solely responsible for job site safety, and warrants and agrees that such responsibility shall be made evident in the Project owner’s agreement with the general contractor. CLIENT shall make ALPHA an additional insured under any general contractor’s general liability insurance policy. In the event ALPHA expressly assumes any health or safety responsibilities for hazardous materials or other items as further set forth in this Agreement, the acceptance of such responsibility shall not be deemed acceptance of responsibility for any other health or safety requirements, including but not limited to those responsibilities or requirements relating to excavation, trenching, drilling or back filling. Section 9: Ownership of Documents All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates and other documents prepared by ALPHA in connection with this engagement, shall remain the property of ALPHA. CLIENT agrees that all reports and other material(s) furnished by ALPHA to CLIENT, or to CLIENT’s agents, for which CLIENT has not paid will be returned to ALPHA upon demand and will not be used by CLIENT or others for any purpose whatsoever. Unless otherwise required by law, ALPHA will retain all pertinent records relating to the Services performed for a period not exceeding five years following submission of any report, as referred to herein, during which period the records will be made available to CLIENT at all reasonable times. After such five year period, ALPHA shall have the right, but not the obligation, to, in its sole discretion, destroy any or all of such documents. Section 10: Termination This Agreement may be terminated without cause by either party upon ten (10) days’ written notice by the terminating party. This Agreement may also be terminated for cause by the non-defaulting party if, after seven (7) days after written notice of a default in the performance of any material provision of this Agreement, the defaulting party fails to cure or correct such default. In the event of termination, ALPHA will be paid for services performed through the date of termination, plus reasonable termination expenses, including the cost of completing analysis, records, and reports necessary to document job status at the time of termination. Page 6 of 8 ALPHA Proposal No. 64388-rev1 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Section 11: Risk Allocation and Limitation of Liability The parties acknowledge that a variety of risks potentially affect ALPHA by virtue of entering into an agreement to perform the Services. The parties further acknowledge and agree that there is no disparity in bargaining power between the parties.IN ORDER FOR CLIENT TO OBTAIN THE BENEFIT OF A LOWER FEE THAN WOULD OTHERWISE BE AVAILABLE, CLIENT AGREES TO LIMIT ALPHA’S LIABILITY TO CLIENT, AND TO ALL OTHER PARTIES, FOR CLAIMS ARISING OUT OF ALPHA’S PERFORMANCE AND THE SERVICES. THE TOTAL AGGREGATE LIABILITY OF ALPHA SHALL NOT EXCEED THE TOTAL FEE FOR THE SERVICES RENDERED ON THE PROJECT, OR $20,000, WHICHEVER IS LOWER, FOR ANY LIABILITIES, INCLUDING BUT NOT LIMITED TO NEGLIGENT PROFESSIONAL ACTS OR ERRORS OR OMISSIONS, AND CLIENT AGREES TO INDEMNIFY ALPHA FOR ALL LIABILITIES IN EXCESS OF THE MONETARY LIMITS ESTABLISHED.Client agrees that in no instance shall ALPHA be responsible, in total or in part, for the errors or omissions of any other professional, contractor, subcontractor or any other third party. Client also agrees that ALPHA shall not be responsible for the means, methods, procedures, performance, quality or safety of the construction contractors or subcontractors, or for their errors or omissions. Section 12: Discovery of Unanticipated Hazardous Materials CLIENT warrants that it has made reasonable efforts to inform ALPHA of known or suspected hazardous materials on or near the Project site. The parties acknowledge that hazardous materials may exist at a site even if there is no reason to believe they are present. ALPHA and CLIENT agree that the discovery of such unanticipated hazardous materials constitutes a changed condition that shall require either a re-negotiation of the scope of ALPHA’s Services or termination of this Agreement without cause. CLIENT recognizes that the discovery of hazardous materials may necessitate immediate protective measures to safeguard the public health and safety and shall compensate ALPHA for measures that, in ALPHA’s professional opinion, are necessary and justified to preserve and protect the health and safety of site personnel and the public. CLIENT also shall compensate ALPHA for any equipment decontamination or other costs incident to the discovery of unanticipated hazardous materials. ALPHA shall notify CLIENT as soon as practicable should unexpected hazardous materials be encountered at the site that pose a threat to human health, safety and the environment. CLIENT agrees that, in the event of the discovery of hazardous materials at the site, it shall report such discovery to the proper authorities as required by Federal, State, and local regulations. CLIENT agrees to make the required report at the recommendation of ALPHA, or, if unable to do so, authorizes ALPHA to make such report. CLIENT shall also inform the Project site owner in the event that hazardous materials are encountered at the site. Notwithstanding any other provision of this Agreement, CLIENT waives any claim against ALPHA, and to the maximum extent permitted by law, agrees to defend, indemnify, and save ALPHA harmless from any claim, liability and/or defense costs for injury or loss arising from the presence of hazardous materials on the project site, including any costs created by delay of the project and any costs associated with possible reduction of the property’s value. CLIENT is responsible for ultimate disposal of any samples secured by ALPHA that are found to be contaminated, at CLIENT’s cost. Section 13: Ground Water Contamination CLIENT acknowledges that it is impossible for ALPHA to know the exact composition of a site’s subsurface, even after conducting a comprehensive exploratory program. As a result, there is a risk that drilling and sampling may result in contamination of certain subsurface areas. Although ALPHA will take reasonable precautions to avoid such an occurrence, CLIENT waives any claim against ALPHA for, and shall defend, indemnify and hold ALPHA harmless from, any claim or liability for injury or loss which may arise as a result of subsurface contamination caused by drilling, sampling, testing or monitoring well installation. CLIENT shall also adequately compensate ALPHA for any time spent and expenses incurred in defense of any such claim. Section 14: Insurance No insurance carried by ALPHA shall be deemed to limit in any way the responsibility of any contractor or subcontractor for damages resulting from their services in connection with the Project. CLIENT shall include, or cause to be included, in the Project’s construction contract such requirements for insurance coverage and performance bonds to be secured and maintained by the Project contractor as CLIENT deems adequate to insure and indemnify CLIENT and ALPHA against claims for damages, and to insure compliance of work performance and materials with Project requirements. Section 15: Indemnity ALPHA and the Client shall each indemnify the other against claims for bodily injury or damage to tangible property resulting from: (a) negligent error, omission or act of the indemnitor or the indemnitor’s officers, servants, employees or subconsultants in the performance of the work hereunder; or (b) negligent failure of the indemnitor or the indemnitor’s officers, servants, employees or subconsultants to comply with laws or regulations; or (c) negligent failure of the indemnitor to perform under any contract with any other party, its, officers, servants, employees, subconsultants or clients. This indemnity obligation shall survive performance of the services hereunder. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALPHA WILL NOT INDEMNIFY CLIENT FOR ITS OWN NEGLIGENCE. Section 16: Invoices and Payment Terms In consideration for the performance of the Services, ALPHA shall be paid an amount and according to terms set forth in the Proposal (“Project Cost”); however, if payment terms are not listed in the Proposal, payment for Services shall be payable within thirty (30) days of ALPHA’s invoice date (the “Payment Due Date”). All payments must be paid by the Payment Due Date, and shall not be contingent upon CLIENT’s receipt of separate payment, financing or closing on the project property, or other conditions whatsoever. If CLIENT objects to any portion of an invoice, it shall notify ALPHA in writing within ten (10) days from the date of actual receipt of the invoice of the amount and nature of the dispute, and shall timely pay undisputed portions of the invoice. Past due invoices and any sums improperly withheld by CLIENT shall accrue interest thereon at the rate of one percent (1%) per month, or the maximum rate allowed by law, whichever is lower. CLIENT agrees to pay all costs and expenses, including reasonable attorney’s fees and costs, incurred by ALPHA should collection proceedings be necessary to collect on Client’s overdue account. Unless the Proposal specifies the Project Cost as not-to-exceed or lump sum, CLIENT agrees that cost estimates and schedules are based upon ALPHA’s best judgment of Site conditions and other requirements at the time of Proposal and should be used by CLIENT for planning purposes only. ALPHA will endeavor to perform the Services within the estimates but will notify CLIENT if estimates are likely to be exceeded. In the event of changed site conditions or other conditions requiring additional time, CLIENT agrees to pay the reasonable and necessary increases resulting from such additional time. Unless otherwise specified in the Proposal, CLIENT will be solely responsible for all applicable federal, state or local duty, import, sales, use, business, occupation, gross receipts or similar tax on the Services, and for any applicable duty, import sales, uses, business, occupation, gross receipts or tax and shipping charges relating to equipment and repair parts furnished in connection with the Services. In the event ALPHA is required to respond to any subpoena or provide testimony (as a fact or expert witness) related to the Services, CLIENT shall pay ALPHA for time and expenses in accordance with ALPHA’s then current fee schedule. Page 7 of 8 ALPHA Proposal No. 64388-rev1 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Section 17: Non-Solicitation During ALPHA’s performance on the Project and for a period of one (1) year after the Project is completed or otherwise terminated for any reason, CLIENT shall not, directly or indirectly, individually or on behalf of any other person, firm, partnership, corporation, or business entity of any type: (i) solicit, assist or in any way encourage any current employee, contractor or consultant of ALPHA to terminate his or her employment relationship or consulting relationship with or for ALPHA, nor will CLIENT solicit the services of any former employee or consultant of ALPHA whose service has been terminated for less than six (6) months, or (ii) solicit to the detriment of ALPHA and/or for the benefit of any competitor of ALPHA, take away or attempt to take away, in whole or in part, any customer of ALPHA or otherwise interfere with the ALPHA’s relationship with any of its customers. CLIENT understands and acknowledges that ALPHA’s employees, contractors and consultants are a valuable resource to ALPHA, and often these persons hold confidential and or trade secret information of ALPHA’s, including proprietary technology and valuable trade secrets of ALPHA, which are vital to the business of ALPHA and whose value depends upon them not being generally known. CLIENT expressly agrees that, if ALPHA’s employees, contractors, and consultants are solicited in contravention of this Non-Solicitation provision, that ALPHA will be irreparably damaged. In such event, ALPHA shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect any breach(es) of this Agreement, including injunctive relief, in addition to any other remedies available at law or in equity. Section 18: Resolution of Disputes All claims, disputes, controversies or matters in question arising out of, or relating to, this Agreement or any breach thereof, including but not limited to disputes arising out of alleged design defects, breaches of contract, errors, omissions, or acts of professional negligence, (collectively “Disputes”) shall be submitted to mediation before and as a condition precedent to pursuing any other remedy. Upon written request by either party to this Agreement for mediation of any dispute, CLIENT and ALPHA shall select a neutral mediator by mutual agreement. Such selection shall be made within ten (10) calendar days of the date of receipt by the other party of the written request for mediation. In the event of failure to reach such agreement or in any instance when the selected mediator is unable or unwilling to serve and a replacement mediator cannot be agreed upon by CLIENT and ALPHA within ten (10) calendar days, a mediator shall be chosen as specified in the Construction Industry Mediation Rules of the American Arbitration Association then in effect, or any other appropriate rules upon which the parties may agree. Any disputes or controversies not resolved or settled by the parties hereto shall be submitted to arbitration. Demand for arbitration shall be made by either party within ten (10) calendar days following termination of mediation. The date of termination of mediation shall be the date of written notice of closing mediation proceedings issued by the mediator to each of the parties. Demand for arbitration shall be made by filing notice of demand, in writing, with the other party and with the American Arbitration Association, under its Construction Industry Rules. The award rendered, if any, by the arbitrator(s) shall be final and binding on both parties and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. Notwithstanding any other provisions of this Section, in no event shall a demand for mediation or arbitration be made more than two (2) years from the date of the party making demand knew or should have known of the dispute or five (5) years from the date of substantial completion of ALPHA’s Services, whichever date shall occur earlier. All mediation or arbitration shall take place in Dallas County, Texas, unless CLIENT and ALPHA agree otherwise. The fees of the mediator and/or arbitrator(s), the mediation and/or arbitration filing and proceeding fees, and other costs associated with the mediator or arbitrator(s) shall be apportioned equally between the parties, subject to, in the case of arbitration, to adjustment by the arbitrator(s) as part of the award. The prevailing party in any arbitration proceeding shall be entitled to recovery of its reasonable attorneys’ fees from the non-prevailing party, as determined by the arbitrator(s). Section 19: Governing Law and Survival The validity of this Agreement, these terms, their interpretation and performance shall be governed by and construed and enforced in accordance with the laws of the State of Texas without regard to its conflict of laws rules or similar principles which would refer to and apply the substantive laws of another jurisdiction, and applicable international conventions and treaties. The parties hereto hereby consent and agree that venue of any arbitration action shall lie exclusively in Dallas County, Texas, and the parties hereby consent to the exclusive jurisdiction of the state courts located in Dallas County, Texas to hear and determine any claims, disputes, or award between the parties arising out of such arbitration, or for any matter found to not arise under the parties’ arbitration agreement. The parties hereto expressly submit and consent in advance to such jurisdiction and hereby waive any objection to such jurisdiction. If any of the provisions contained in this agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired. Page 8 of 8 ALPHA Proposal No. 64388-rev1 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB May 3, 2018 William D. Wendland, P.E. Burgess & Niple, Inc. 3950 Fossil Creek Blvd, Suite 210 Fort Worth, TX 76137-2745 RE: Subsurface Utility Engineering Morse Street Dear Mr. Wendland: The Rios Group, Inc. (TRG) is pleased to submit a cost proposal for Subsurface Utility Engineering (SUE) required for the above referenced project. This proposal is based on information contained in your email dated May 3, 2018. Introduction TRG will perform the SUE work required for this project in general accordance with the recommended practices and procedures described in ASCE Publication CI/ASCE 38-02 (Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data). As described in the mentioned ASCE publication, four levels have been established to describe the quality of utility location and attribute information used on plans. The four quality levels are as follows: Information derived from existing utility records; - surveying visible above-ground utility features such as valves, hydrants, meters, manhole covers, etc. Quality Level B Two-dimensional (x,y) information obtained through the application and interpretation of non-destructive surface geophysical methods. Also known designating within approximately one foot. Three dimensional (x,y,z) utility information obtained utilizing non-destructive vacuum excavation equipment to expose utilities at critical points which are locating horizontal and vertical positioning of utilities within approximately 0.05 feet. It is the responsibility of the SUE provider to perform due-diligence with regard to records research available utility records. The due-diligence provided for this project will consist of visually inspecting the work area for evidence of utilities and reviewing the available utility record information. Utilities that are not identified through these efforts will be here forth DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Mr. Wendland, P.E. Morse Street May 3, 2018 Page 2 of 3 Scope of Work Based on information provided by Burgess & Niple Inc. (B&N), TRG has developed a preliminary scope for the SUE work required for this project. The scope of work may be modified, with B&N concurrence, during the performance of the SUE fieldwork if warranted by actual field findings. include gas, telecommunications, electric, traffic signals, storm, water and sanitary sewer. Designating will be performed within the Five (5 B&N assumed that all designating marks and test holes will be surveyed as part of this scope. Any necessary Right-of-Entry (ROE) permits will be provided by B&N prior to the start of TRG field work. Designating Procedures work and available utility records. Once these initial reviews are complete, the field manager and technicians will begin designating the approximate horizontal position of known subsurface utilities within the specified project limits. A suite of geophysical equipment (electromagnetic induction, magnetic) will be used to designate metallic/conductive utilities (e.g. steel pipe, electrical cable, telephone cable). TRG will establish routine/ordinary traffic control (cones and free standing signage, etc.) whenever required as part of our standard pricing. If non-routine traffic control measures are required (barricades, flag person, changeable message board, etc.), these services will be considered extra. Accurate collection and recording of designated utilities is a critical component of the SUE process. TRG utilizes a proven method of collecting and recording survey information once the utilities have utility as well as relevant surface features such as roadways, buildings, manholes, fire hydrants, utility pedestals, valves, meters, etc. Each utility will be labeled with a unique ID code. For example, if two different water lines exist on the project, one will be labeled W1 and the other W2. Paint and pin flags will be used to designate the utilities in the field. A labeled pin flag or paint mark will be used to mark each location where a survey shot is required. The locations will be numbered sequentially for each individual utility line. For example, if there are 10 shots required on water line W1, the points will be numbered W1-1 through W1-10. Locating Procedures TRG will utilize non-destructive vacuum excavation equipment to excavate test holes at the required locations. Due to the risk of damage, TRG will not attempt to probe or excavate test holes on any AC water lines unless approval is obtained from the owner in advance. Once each utility is located, TRG will record the utility type, size, material, depth to top, and general direction. Each test hole will be assigned a unique ID number and will be marked with a nail/disk. The test-hole ID number and other pertinent utility information will be painted at each test-hole location. DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Mr. Wendland, P.E. Morse Street May 3, 2018 Page 3 of 3 We have assumed that all test holes will be in areas that are accessible to truck-mounted equipment, and that routine traffic control (cones and free standing signage, etc.) will be required during the Deliverables TRG will produce a utility file, in AutoCAD format, depicting the type and horizontal location of the designated utilities. The size of each utility will be presented in the utility file if this information is indicated on available record drawings. TRG will also provide a summary sheet of the test hole coordinate data and depth information. B&N will provide TRG with base map/topographic files for use in preparing the utility file. Schedule Field work can commence within approximately 2 weeks after receipt of NTP. TRG estimates that the work can be completed in approximately 4 weeks. Proposed Fees TRG proposes to provide the services as described above for a cost of Sixteen Thousand Eight Hundred Fifty Dollars & 00/100 ($16,850.00). A breakdown o this proposal. Please note that this estimate is based on an assumption of quantities. TRG will only invoice for quantities actually performed. This is a not-to-exceed amount. If it appears that quantities will be exceeded, TRG will notify B&N and request authorization to submit a supplemental agreement to increase the fee prior to proceeding with additional work. We look forward to working with you on this project. If you have any questions or require additional information, please contact me. Sincerely, The Rios Group, Inc. Tim Habenicht, P.E. Project Manager DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Estimate for Subsurface Utility Engineering Morse Street Table 1 Direct Expenses Rate UnitsUnit DescriptionSub-Total Notes $500.000 Admin./PermitLS$ - Survey Option 1$1,850.001Daily$ 1,850.00 Survey Option 2$1,850.001Daily$ 1,850.00 Sub-Total$ 3,700.00 QL "B","C&D"RateUnitsUnit DescriptionSub-total Option 1$2,500.002Daily$ 5,000.00 Option 2$2,500.001Daily$ 2,500.00 Sub-Total$ 7,500.00 SUE QL "A" (Test Holes) In Pavement Using Assumed Outside Assumed Depth Coring MachineQuantityPavementQuantity 0-4 ft.$ 1,150.00 0$ 950.00 2$ 1,900.00 4-8 ft.$ 1,450.00 0$ 1,250.00 3$ 3,750.00 8-12 ft.$ 1,750.00 0$ 1,550.00 0$ - $ - 12-18 ft.$ 2,500.00 0$ 2,300.00 0 QL "A" Sub-Total05$ 5,650.00 Total Estimated Cost = $ 16,850.00 Notes: 1. If Option 1 and Option 2 are completed in the field concurrently, only one day of survey will be needed SUBSURFACE UTILITY ENGINEERING | UTILITY COORDINATION 7400 Sand St. Fort Worth, TX 76118 | 817-345-7500 www.rios-group.com DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB 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: B289C80D-996F-4B4B-9914-193AEA2685CB 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: B289C80D996F4B4B9914193AEA2685CBStatus: Completed Subject: City Council Docusign Item - 6590-009 Morse Street Design Source Envelope: Document Pages: 59Signatures: 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 5/22/2018 2:09:16 PM Jamie.Cogdell@cityofdenton.com Signer EventsSignatureTimestamp Jamie CogdellSent: 5/22/2018 2:36:46 PM Completed jamie.cogdell@cityofdenton.comViewed: 5/22/2018 2:37:03 PM Senior BuyerSigned: 5/22/2018 2:38:41 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 Steven D. SandersSent: 5/22/2018 2:38:44 PM steve.sanders@burgessniple.comViewed: 5/22/2018 2:40:50 PM Burgess & Niple, Inc.Signed: 5/22/2018 2:52:34 PM Security Level: Email, Account Authentication Using IP Address: 159.63.2.158 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 5/22/2018 2:40:50 PM ID: 8c4a5c49-5dc3-4642-888f-12df5306fac0 Larry CollisterSent: 5/22/2018 2:52:38 PM larry.collister@cityofdenton.comViewed: 5/24/2018 1:47:59 PM First Assistant City AttorneySigned: 5/24/2018 1:52:43 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/26/2017 2:27:28 PM ID: 01f5f868-f109-4e29-ad49-21db9046c882 Tabitha MillsopSent: 5/24/2018 1:52:47 PM Completed tabitha.millsop@cityofdenton.comViewed: 6/20/2018 8:47:21 AM City of DentonSigned: 6/20/2018 8:49:35 AM Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd HilemanSent: 6/20/2018 8:49:40 AM todd.hileman@cityofdenton.comViewed: 6/20/2018 11:04:06 AM City ManagerSigned: 6/20/2018 11:04:07 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer WaltersSent: 6/20/2018 11:04:11 AM jennifer.walters@cityofdenton.comViewed: 6/21/2018 11:52:42 AM City SecretarySigned: 6/21/2018 11:55:38 AM 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 Sherri ThurmanSent: 5/22/2018 2:52:37 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 6/20/2018 8:49:39 AM jane.richardson@cityofdenton.comViewed: 6/20/2018 9:51:23 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer BridgesSent: 6/21/2018 11:55:43 AM jennifer.bridges@cityofdenton.comViewed: 6/25/2018 9:11:08 AM Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 6/21/2018 11:55:44 AM jane.richardson@cityofdenton.comViewed: 6/26/2018 7:00:15 PM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Lee PerrySent: 6/21/2018 11:55:46 AM lee.perry@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted6/21/2018 11:55:46 AM Certified DeliveredSecurity Checked6/21/2018 11:55:46 AM Signing CompleteSecurity Checked6/21/2018 11:55:46 AM CompletedSecurity Checked6/21/2018 11:55:46 AM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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