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This ordinance shall become effective immediately upon its passage and approval, The motron to approve this o dinance was he o dina ce �was pass d a pp��! - d seconded by ��::�.:� _�' � IT��"� �_ _�, nd a roved by the following vote - � : Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Abstain Absent PASSED AND APPROVED this the %(�� day of (k�� 2018„ ...................................��.�._�._..�...........�...._��.�___.,..�_____� LG:� i% .. . �. — C S W TS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY �� B �� , �� ^'. "�"� �,�_�m �.�_��,,-- , "� ,�.� -- �.,m�� APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY . �� BY: � � �� : � . . DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES FILE 6590-042 This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and Freese and Nichols, Inc., with its corporate office at 4055 International Plaza, Suite 200, Fort Worth, Texas 76109 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: on-call professional engineering services (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $1,200,000.00 in the manner and in accordance with the fee schedule as set forth in Attachment B. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment D. SECTION 3 Terms of Payment City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 1 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Payments to the ENGINEER will be made as follows: A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment D to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 2 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 3 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 4 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 5 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 J. INSURANCE (1) a. Commercial General Liability the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b. Business Auto the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover -owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. ENGINEER shall maintain workers City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 6 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 7 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. l. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. K. Independent Consultant City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 8 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment D to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: agents shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 9 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment D. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 10 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. I. CITY's Insurance City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 11 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 12 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER obligations hereunder. D. Termination (1) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ENGINEER. b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 13 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINE AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS S FEES IN PROPORTION LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 14 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel ENGINEER acknowledges that in accordance with Chapter 2270 of the Texas Government Code, CITY is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. those terms in Section 808.001 of the Texas Government Code. By signing this AGREEMENT, ENGINEER certifies that signature provides written verification to the CITY that ENGINEER: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the AGREEMENT. Failure to meet or maintain the requirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this AGREEMENT, ENGINEER certifies provides written verification to the CITY that ENGINEER, pursuant to Chapter 2252, is not ineligible to enter into this AGREEMENT and will not become ineligible to receive payments under this AGREEMENT by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. N. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 15 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A - Scope of Services Attachment B - Compensation Attachment C Amendments to Standard Agreement for Engineering Services Attachment D Project Schedule Attachment E Location Map Work Authorization No. 1 Work Authorization No. 2 Work Authorization No. 3 These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. representative to be effective on the date subscribed by the City Manager. BY: BY: CITY OF DENTON, TEXAS ENGINEER FREESE AND NICHOLS, INC. City Manager Authorized Signature, Title Date:__________________ Date:____________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED APPROVED AS TO LEGAL FORM: as to financial and operational AARON LEAL, CITY ATTORNEY obligations and business terms. By: _________________________ Signature _________________________ Title ATTEST: _________________________ JENNIFER WALTERS, CITY SECRETARY Department Date Signed: ______________ By:______________________________ City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 16 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 17 of 17 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Attachment A Scope for On-Call Professional Services The scope set forth herein defines the work to be performed by the 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 objective of the projects completed under this agreement is to provide engineering related professional services to supplement the capacity of the City of Denton Capital Projects Division. Work under this agreement includes, but not limited to, Staff Augmentation, Project Management Services, Engineering Design Services, and Construction Management Services for the Capital Projects Division as assigned by the City Engineer or its designee. WORK TO BE PERFORMED ENGINEER hereby agrees to perform On-Call Professional Services on a Work Authorization basis as may be requested by the City during the term of this AGREEMENT. The CITY will request services for each Work Authorization. The ENGINEER shall prepare scope, fee and schedule as necessary to perform the services requested for each Work Authorization within Each Work Authorization shall include a scope for services defining the tasks required to complete the Work Authorization. For each task the scope shall include a detailed description of the task, outline any assumptions, and list the required deliverables. Each Work Authorization shall include detailed compensation and level of effort (Exhibit A) for the services to be performed under the Work Authorization. Compensation will be based upon hours agreed to by the CITY and the ENGINEER for each Work Authorization. Compensation will be based on the Schedule of Rates in Attachment B of this agreement. The compensation fee will include an estimate of reimbursable and sub-consultant cost for each Work Authorization. Compensation for each Work Authorization shall be Cost Plus. If the Work Authorization requires changes and amendments (Exhibit B) it shall be included with the Work Authorization documentation. If the Work Authorization requires a schedule (Exhibit C) it shall be included with the Work Authorization documentation. If the Work Authorization requires the identification of a project location (Exhibit D) it shall be included with the Work Authorization documentation. City of Denton, Texas ATTACHMENT A Page 1 of 1 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 ATTACHMENT B COMENSATION On Call Professional Services I. Compensation A. The ENGINEER shall be compensated an amount not to exceed $1,200,000 as summarized in the Summary of Total Project Fees. The Work Authorization fee/s shall be a cost-plus max based on and agreed upon scope of services and will be considered enough compensation for the services described in each Work Authorization including all labor materials, supplies, and equipment necessary to deliver the services. 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. The cumulative sum of such monthly partial fee payments shall not exceed the total current project budget including all approved amendments. C. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by and officer of the ENGINEER. D. 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 ATTACHMENT B Professional -Call Professional Services DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 ATTACHMENT B COMENSATION IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount Prime Consultant Freese & Nichols, Inc. On-Call Professional Services Work Authorizations Work Authorization No. 1 Project and Construction $153,000 West Hickory Street Management Work Authorization No. 2 Project and Construction $150,000 Morse Street Management Work Authorization No. 3 Project and Construction $159,000 Hickory Creek Road East Management TBD On-Call Professional Services TBD Proposed MBE/SBE Sub-Consultants N/A N/A N/A Total (MBE/SBE): N/A Non-MBE/SBE Consultants N/A N/A N/A TOTAL $1,200,000 TBD: To Be Determined N/A: Not Applicable City of Denton ATTACHMENT B Professional -Call Professional Services DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 ATTACHMENT B COMENSATION COMPENSATION Compensation to Freese and Nichols shall be based on the following Schedule of Charges. Schedule of Charges: Position Rate Professional - 1107 Professional - 2130 Professional - 3146 Professional - 4169 Professional - 5197 Professional - 6225 Construction Manager - 185 Construction Manager - 2111 Construction Manager - 3131 Construction Manager - 4164 CAD Technician/Designer - 191 CAD Technician/Designer - 2117 CAD Technician/Designer - 3145 Corporate Project Support - 187 Corporate Project Support - 2105 Corporate Project Support - 3139 Intern/ Coop53 Senior Advisor175 Rates for In-House Services Technology ChargeBulk Printing and Reproduction $8.50 per hourB&WColor Small Format ΛƦĻƩ ĭƚƦǤΜ$0.10$0.25 Travel Large Format ΛƦĻƩ ƭƨ͵ ŅƷ͵Μ Standard IRS Rates Bond$0.25$0.75 Glossy / Mylar$0.75$1.25 Vinyl / Adhesive$1.50$2.00 Mounting ΛƦĻƩ ƭƨ͵ ŅƷ͵Μ$2.00 Binding ΛƦĻƩ ĬźƓķźƓŭΜ$0.25 OTHER DIRECT EXPENSESʹ Otherdirectexpensesarereimbursedatactualcosttimesamultiplierof1.15.Theyincludeoutsideprintingandreproduction expense,communicationexpense,travel,transportationandsubsistenceawayfromtheFNIofficeandothermiscellaneous expensesdirectlyrelatedtothework,includingcostsoflaboratoryanalysis,test,andotherworkrequiredtobedoneby independentpersonsotherthanstaffmembers.ForResidentRepresentativeservicesperformedbynon-FNIemployeesand CADservicesperformedIn-housebynon-FNIemployeeswhereFNIprovidesworkspaceandequipmenttoperformsuch services,theseserviceswillbebilledatcosttimesamultiplierof2.0.ThismarkupapproximatesthecosttoFNIifanFNI employee was performing the same or similar services. These rates will be adjusted annually in February. 1022015 City of Denton ATTACHMENT B Professional -Call Professional Services DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 ATTACHMENT C CHANGES AND AMENDMENTS TO STANDARD AGREEMENT On Call Professional Services None City of Denton, Texas ATTACHMENT C Page 1 of 1 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 ATTACHMENT D PROJECT SCHEDULE On Call Professional Services Not Used City of Denton, Texas ATTACHMENT D Page 1 of 1 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 ATTACHMENT E LOCATION MAP On Call Professional Services Not Used City of Denton, Texas ATTACHMENT E Page 1 of 1 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Work Authorization No. 1 West Hickory Street (North Texas Boulevard to Carroll Boulevard) Scope for Professional Related Services for Street Improvements The scope set forth herein defines the work to be performed by the 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 project objective is to provide project and construction management services for the West Hickory Street CIP project between North Texas Boulevard and Carroll Boulevard. Development of design and plan production for the project portion between Welch Street and Carroll Boulevard is under the executed professional services agreement (File _____-____) between the Owner, City of Denton, Texas and Design Engineer, Teague Nall and Perkins, Inc. The portion of the project between North Texas Boulevard and Welch Street will improve curb and gutter, street paving rehabilitation, bike lane on the south side of the street. Partial sidewalk reconstruction will be implemented to accommodate pedestrian accessibility. The portion of the project between Welch Street and Carroll Boulevard will improve pedestrian access along the north side of West Hickory Street by installing a 5-foot sidewalk as part of the street reconstruction project. This will be accomplished by removing the north curb and narrowing the street, maintaining 11-foot travel lanes, a bike lane on the south side of the street and parallel parking along the north side of the street. Modification and replacement of existing lead walks, steps, and retaining walls will be implemented to accommodate pedestrian accessibility along with street light improvements. WORK TO BE PERFORMED Task 1. Project Management and Construction Management TASK 1. PROJECT MANAGEMENT AND CONSTRUCTION MANAGEMENT ENGINEERoperate as an extension of, the future are studied, designed, constructed, or operated by the City. To that end, ENGINEER shall be expected to represent and promote the interests of the City throughout fully support the City in its dealings with contractors and suppliers, engineers and other -of-way acquisition consultants, traffic engineering consultants, governmental entities and the public. ENGINEER shall provide CIP Project Management services for projects identified by City personnel. Project Management Services may involve one or more activities for all project phases to include, but not limited to: project identification and estimation, design consultant City of Denton, Texas Scope of Services Work Authorization No.1 - Page 1 of 7 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 selection, construction bid, administrative oversight of onsite construction, construction inspection (if requested by the city per Article IV (I)), and project close out. Other services could include coordinating and conducting public involvement meetings, project update presentations to the public, staff and City Council, and project scheduling/tracking using software, websites and/or webcams. ARTICLE I BASIC SERVICES: ENGINEER shall provide services involving the following activities: Participation in the planning phase to facilitate project execution, Management of the project schedule and budget, Administration of professional services and construction contracts, Management of capital delivery process, Approval of payment applications and contract modifications (special services), Facilitate Bi-Weekly Coordination Meetings, Finalizing of project decisions in the design and construction phases, Administrative oversight of onsite construction, Communication of project status to project stakeholders and provide materials for CIP Presentations, Execution of project closeout. DESIGN PHASE: For each proposed design Project, the following services will be performed as requested by the City: assist in preparing scope of work, assist in design negotiations, prepare milestone schedules, scheduling of public meetings, prepare notice-to-proceed and facilitate the kick-off meeting. Review and make recommendations to City on pay requests and proposed design contract change requests. Upfront meetings with each Upfront meeting with design consultants for each project. Monitor the updates and review schedules performed by the design consultants of all relevant design data. Attend 30, 60, & 90% design review meetings. Track the process for design approval with outside agencies and when requested, participate in required meetings (TxDOT, DCTA, DISD, Denton County, etc.). Review and prepare comments on all submitted plans, specifications, and cost estimates at specific design milestones. Prepare official minutes of all conducted meetings, including pre-submission questions and answers for Departments approval and public dissemination. Coordinate utility conflicts with franchise utility companies. Assist in securing permits, including Corps of Engineers and TxDOT, as well as others as required. BID OR NEGOTIATION PHASE: Assist the City in conducting a pre-bid conference for the construction projects and coordinate responses with Owner. City of Denton, Texas Scope of Services Work Authorization No.1 - Page 2 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Monitor the bid process and maintenance of relevant bid information. Items may include: general bid information, plan holders, addenda and bid results. documents meet City requirements. Prepare bid award resolution for Council actions. RIGHT-OF-WAY (ROW) ACQUISITION PHASE: Coordinate ROW meetings and maintenance of relevant ROW acquisition information. Items may include: landowners, document status, appraisals, offers and acquisition status. d ROW agent services as required. Under direction of the City, review and make recommendations for all payments to appraisers and agents. CONSTRUCTION PHASE: ENGINEER will endeavor to protect Owner in providing these services however, it is understood that ENGINEER the ENGINEER employees. ENGINEER shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. ENGINEER shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. Assist Owner in conducting pre-construction conference(s) with the Contractor(s), review construction schedules prepared by the Contractor(s) pursuant to the requirements of the construction contract and prepare a proposed estimate of monthly cash requirements of the Project from information provided by the Construction Contractor. Establish communication procedures with the Owner and contractor. Submit bi- monthly reports of construction progress. Reports will describe construction progress in general terms and summarize project costs, cash flow, construction schedule and pending and approved contract modifications. Establish and maintain a project documentation system consistent with the requirements of the construction contract documents. Monitor the processing of g and retrieval of project documentation. Produce monthly reports indicating the status of all submittals information, modification requests, shop drawings, schedules, and other submittals in accordance with the requirements of the construction contract documents for the projects. Monitor the progress of the contractor in sending City of Denton, Texas Scope of Services Work Authorization No.1 - Page 3 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 and processing submittals to see that documentation is being processed in accordance with schedules. Based on ENGINEER professional and review of the Payment Requests and supporting documentation submitted by Contractor, determine the amount that ENGINEER recommends Contractor be paid on monthly and final estimates, pursuant to the General Conditions of the Construction Contract. Make visits appropriate to the stage of construction to the site (as distinguished from the continuous services of a Resident Project Representative) to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the Construction Contract Documents. In this effort ENGINEER will endeavor to protect the Owner against defects and deficiencies in the work of Contractors and will report any observed deficiencies to Owner. Notify the contractor of non-conforming work observed on site visits. Review quality related documents provided by the contractor such as test reports, equipment installation reports or other documentation required by the Construction contract documents. Coordinate the work of testing laboratories and inspection bureaus required for the testing or inspection of materials, witnessed tests, factory testing, etc. for quality control of the Project. The cost of such quality control shall be paid by Owner and is not included in the services to be performed by ENGINEER. Interpret the drawings and specifications for Owner and Contractor(s). Investigations, analyses, and studies requested by the Contractor(s) and approved by Owner, for substitutions of equipment and/or materials or deviations from the drawings and specifications is an additional service. Establish procedures for administering constructive changes to the construction contracts. Process contract modifications and negotiate with the contractor on behalf of the Owner to determine the cost and time impacts of these changes. Prepare change order documentation for approved changes for execution by the Owner. Documentation of field orders, where cost to Owner is not impacted, will also be prepared. Investigations, analyses, studies or design for substitutions of equipment or materials, corrections of defective or deficient work of the contractor or other deviations from the construction contract documents requested by the contractor and approved by the Owner are an additional service. Substitutions of materials or equipment or design modifications requested by the Owner are an additional service. Prepare documentation for contract modifications required to implement modifications in the design of the project. Receive and evaluate notices of contractor claims and make recommendations to the Owner on the merit and value of the claim on the basis of information submitted by the contractor or available in project documentation. Endeavor to negotiate a settlement value with the Contractor on behalf of the Owner if appropriate. City of Denton, Texas Scope of Services Work Authorization No.1 - Page 4 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 for conformance with the design concept of the Project and general compliance with the Construction Contract Documents. Prepare a list of deficiencies to be corrected by the contractor before recommendation of final payment. Assist the City in obtaining legal releases, permits, warranties, spare parts, and keys from the contractor. Review and comment on the certificate of completion and the recommendation for final payment to the Contractor(s). Coordinate the project close-out process with the City and the Contractor(s). ASSUMPTIONS The level of effort included in EXHIBIT A to complete the project is estimated for eighteen (18) months, including the design phase of the project. If the design schedule (18 months), the ENGINEER shall have the authority to request the OWNER for an amendment to this Work Authorization to include additional efforts to complete the project. The ENGINEER will coordinate and maintain right-of-way and/or easement documentation (survey boundaries, field notes, exhibits to be provided by design responsible for the right-of-way and/or easement appraisals and acquisition process. The right-of-way coordination efforts to be performed by the ENGINEER total 72 hours for this work authorization. If additional effort hours are necessary for right-of- way coordination, the ENGINEER shall have the authority to request the OWNER for an amendment to the work authorization to include additional efforts to complete the project. ADDITIONAL SERVICES: Additional Services to be performed by ENGINEER, if authorized by Owner, which are not included in the above described basic services, are described as follows: Field surveying required for the preparation of designs and drawings. Field layouts or the furnishing of construction line and grade surveys. GIS mapping services or assistance with these services. Making property, boundary and right of way surveys, preparation of easement and deed descriptions, including title search and examination of deed records. Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by Owner. Providing renderings, model and mock-ups requested by the Owner. City of Denton, Texas Scope of Services Work Authorization No.1 - Page 5 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Making revisions to drawings, specifications or other documents when such revisions are 1) consistent with approvals or instructions previously given by Owner or 2) due to other causes not solely within the control of ENGINEER. Providing consultation concerning the replacement of any Work damaged by fire or other cause during the construction and providing services as may be required in connection with the replacement of such Work. Investigations involving consideration of operation, maintenance and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or inventories required for certification of force account construction performed by Owner. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe factory tests of equipment at any site remote to the project or observing tests required as a result of equipment failing the initial test. Conducting pilot plant studies or tests. Preparing Operation and Maintenance Manuals or conducting operator training. Preparing data and reports for assistance to Owner in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. -site representative during the Construction Phase. The Resident Project Representative will act as directed by ENGINEER in order to provide more extensive representation at the Project site during the Construction Phase. Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the Resident Project Representative and assistants, ENGINEER shall endeavor to provide further protection for Owner against defects and deficiencies in the work. Furnishing the services of a Resident Project Representative is subject to the provisions of Article I, D. If Owner provides personnel to support the activities of the Resident Project Representative who is ENGINEER or ENGINEER employee, the duties, responsibilities and limitations of authority of such personnel will be set forth in an Attachment attached to and made a part of this AGREEMENT before the services of such personnel are begun. It is understood and agreed that such personnel will work under the direction of and be responsible to the Resident Project Representative. Owner agrees that whenever ENGINEER informs him/her in writing that any such personnel provided by the Owner are, in his/her opinion, incompetent, unfaithful or disorderly, such personnel shall be replaced. Furnishing Special Inspections required under chapter 17 of the International Building Code. These Special Inspections are often continuous, requiring an inspector dedicated to inspection of the individual work item, and they are in additional to City of Denton, Texas Scope of Services Work Authorization No.1 - Page 6 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 General Representation and Resident Representation services noted elsewhere in the contract. These continuous inspection services can be provided by ENGINEER as an Additional Service. Preparation of construction phase. These documents shall involve the incorporation of addenda items into the Contract Documents through modification of the electronic files and reprinting of the plans and specifications inclusive of the incorporated changes. Assisting Owner in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. Assisting Owner in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by FNI on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. Providing environmental support services including the design and implementation of ecological baseline studies, environmental monitoring, impact assessment and analyses, permitting assistance, and other assistance required to address environmental issues. Performing investigations, studies, and analysis of work proposed by construction contractors to correct defective work. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this Agreement. Services required to resolve bid protests or to rebid the projects for any reason. Any services required as a result of default of the contractor(s) or the failure, for any reason, of the contractor(s) to complete the work within the contract time. Providing services after the completion of the construction phase not specifically listed in Article I. Providing basic or additional services on an accelerated time schedule. The scope of this service include cost for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or reproduction costs directly attributable to an accelerated time schedule directed by the Owner. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form. Providing services to review or evaluate construction contractor(s) claim(s), provided said claims are supported by causes not within the control of ENGINEER. City of Denton, Texas Scope of Services Work Authorization No.1 - Page 7 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Providing value engineering studies or reviews of cost savings proposed by construction contractors after bids have been submitted. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services Agreement. Provide follow- Provide Geotechnical investigations, studies and reports. City of Denton, Texas Scope of Services Work Authorization No.1 - Page 8 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 EXHIBIT A COMPENSATION Work Authorization No. 1 I. Compensation A. The ENGINEER shall be compensated a cost-plus max fee of $153,000 as shown in the Summary of Work Authorization Fees. Work Authorization No.1 fee is based on and agreed upon scope of services and will be considered enough compensation for the services described in the Scope of Services of the Work Authorization, including all labor materials, supplies, and equipment necessary to deliver the services. 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. The cumulative sum of such monthly partial fee payments shall not exceed the total current project budget including all approved amendments. C. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by and officer of the ENGINEER. D. 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. EXHIBIT A Work Authorization No.1 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 EXHIBIT A COMPENSATION IV. Summary of Work Authorization Fees Work Authorization # Fee Amount Cumulative Fee WA No.1: Project and Construction Management $153,000 $153,000 TOTAL $153,000 EXHIBIT A Work Authorization No.1 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 EXHIBIT B CHANGES AND AMENDMENTS TO WORK AUTHORIZATION NO. 1 On Call Professional Services <List any changes to the Standard Agreement> City of Denton, Texas EXHIBIT B Work Authorization No.1 Page 1 of 1 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Work Authorization No. 2 Morse Street Expansion (Loop 288 to Mayhill Road) Scope for Professional Related Services for Street Improvements The scope set forth herein defines the work to be performed by the 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 project objective is to provide project and construction management services for the Morse Street Expansion CIP project between Loop 288 and Mayhill Road. Development of design and plan production is under the executed professional services agreement, File 6590- 009, between the Owner, City of Denton, Texas and Design Engineer, Burgess & Niple, Inc. The project will provide uniform capacity for Morse Street throughout its length by removing The existing Morse Street is an asphaltic two-lane road between Kimberly and Mayhill Road. This section will be evaluated by the design engineer for possible milling and overlay. 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 asphalt portion will be evaluated by design engineer with the project to be considered for possible milling and overlaying. The water lines under Morse Street from Kimberly Drive to Mayhill Road will be replaced with this project. Evaluation of the existing street lighting from Loop 288 to Kimberly as well as design design engineer. WORK TO BE PERFORMED Task 1. Project Management and Construction Management TASK 1. PROJECT MANAGEMENT AND CONSTRUCTION MANAGEMENT ENGINEERoperate as an extension of, the future are studied, designed, constructed, or operated by the City. To that end, ENGINEER shall be expected to represent and promote the interests of the City throughout fully support the City in its dealings with contractors and suppliers, engineers and other -of-way acquisition consultants, traffic engineering consultants, governmental entities and the public. ENGINEER shall provide CIP Project Management services for projects identified by City personnel. Project Management Services may involve one or more activities for all project phases to include, but not limited to: project identification and estimation, design consultant selection, construction bid, administrative oversight of onsite construction, construction City of Denton, Texas Scope of Services Work Authorization No. 2 On-Call Professional Services Page 1 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 inspection (if requested by the city per Article IV (I)), and project close out. Other services could include coordinating and conducting public involvement meetings, project update presentations to the public, staff and City Council, and project scheduling/tracking using software, websites and/or webcams. ARTICLE I BASIC SERVICES: ENGINEER shall provide services involving the following activities: Participation in the planning phase to facilitate project execution, Management of the project schedule and budget, Administration of professional services and construction contracts, Management of capital delivery process, Approval of payment applications and contract modifications (special services), Facilitate Bi-Weekly Coordination Meetings, Finalizing of project decisions in the design and construction phases, Administrative oversight of onsite construction, Communication of project status to project stakeholders and provide materials for CIP Presentations, Execution of project closeout. DESIGN PHASE: For each proposed design Project, the following services will be performed as requested by the City: assist in preparing scope of work, assist in design consultant selection, prepare informatio negotiations, prepare milestone schedules, scheduling of public meetings, prepare notice-to-proceed and facilitate the kick-off meeting. Review and make recommendations to City on pay requests and proposed design contract change requests. Upfront meeting with design consultants for each project. Monitor the updates and review schedules performed by the design consultants of all relevant design data. Attend 30, 60, & 90% design review meetings. Track the process for design approval with outside agencies and when requested, participate in required meetings (TxDOT, DCTA, DISD, Denton County, etc.). Review and prepare comments on all submitted plans, specifications, and cost estimates at specific design milestones. Prepare official minutes of all conducted meetings, including pre-submission questions and answers for Departments approval and public dissemination. Coordinate utility conflicts with franchise utility companies. Assist in securing permits, including Corps of Engineers and TxDOT, as well as others as required. BID OR NEGOTIATION PHASE: Assist the City in conducting a pre-bid conference for the construction projects and coordinate responses with Owner. City of Denton, Texas Scope of Services Work Authorization No.2 - Page 2 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Monitor the bid process and maintenance of relevant bid information. Items may include: general bid information, plan holders, addenda and bid results. documents meet City requirements. Prepare bid award resolution for Council actions. RIGHT-OF-WAY (ROW) ACQUISITION PHASE: Coordinate ROW meetings and maintenance of relevant ROW acquisition information. Items may include: landowners, document status, appraisals, offers and acquisition status. Under direction of the City, review and make recommendations for all payments to appraisers and agents. CONSTRUCTION PHASE: ENGINEER will endeavor to protect Owner in providing these services however, it is understood that ENGINEER the ENGINEER employees. ENGINEER shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. ENGINEER shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. Assist Owner in conducting pre-construction conference(s) with the Contractor(s), review construction schedules prepared by the Contractor(s) pursuant to the requirements of the construction contract and prepare a proposed estimate of monthly cash requirements of the Project from information provided by the Construction Contractor. Establish communication procedures with the Owner and contractor. Submit bi- monthly reports of construction progress. Reports will describe construction progress in general terms and summarize project costs, cash flow, construction schedule and pending and approved contract modifications. Establish and maintain a project documentation system consistent with the requirements of the construction contract documents. Monitor the processing of g and retrieval of project documentation. Produce monthly reports indicating the status of all submittals information, modification requests, shop drawings, schedules, and other submittals in accordance with the requirements of the construction contract documents for the projects. Monitor the progress of the contractor in sending City of Denton, Texas Scope of Services Work Authorization No.2 - Page 3 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 and processing submittals to see that documentation is being processed in accordance with schedules. Based on ENGINEER professional and review of the Payment Requests and supporting documentation submitted by Contractor, determine the amount that ENGINEER recommends Contractor be paid on monthly and final estimates, pursuant to the General Conditions of the Construction Contract. Make visits appropriate to the stage of construction to the site (as distinguished from the continuous services of a Resident Project Representative) to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the Construction Contract Documents. In this effort ENGINEER will endeavor to protect the Owner against defects and deficiencies in the work of Contractors and will report any observed deficiencies to Owner. Notify the contractor of non-conforming work observed on site visits. Review quality related documents provided by the contractor such as test reports, equipment installation reports or other documentation required by the Construction contract documents. Coordinate the work of testing laboratories and inspection bureaus required for the testing or inspection of materials, witnessed tests, factory testing, etc. for quality control of the Project. The cost of such quality control shall be paid by Owner and is not included in the services to be performed by ENGINEER. Interpret the drawings and specifications for Owner and Contractor(s). Investigations, analyses, and studies requested by the Contractor(s) and approved by Owner, for substitutions of equipment and/or materials or deviations from the drawings and specifications is an additional service. Establish procedures for administering constructive changes to the construction contracts. Process contract modifications and negotiate with the contractor on behalf of the Owner to determine the cost and time impacts of these changes. Prepare change order documentation for approved changes for execution by the Owner. Documentation of field orders, where cost to Owner is not impacted, will also be prepared. Investigations, analyses, studies or design for substitutions of equipment or materials, corrections of defective or deficient work of the contractor or other deviations from the construction contract documents requested by the contractor and approved by the Owner are an additional service. Substitutions of materials or equipment or design modifications requested by the Owner are an additional service. Prepare documentation for contract modifications required to implement modifications in the design of the project. Receive and evaluate notices of contractor claims and make recommendations to the Owner on the merit and value of the claim on the basis of information submitted by the contractor or available in project documentation. Endeavor to negotiate a settlement value with the Contractor on behalf of the Owner if appropriate. City of Denton, Texas Scope of Services Work Authorization No.2 - Page 4 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 for conformance with the design concept of the Project and general compliance with the Construction Contract Documents. Prepare a list of deficiencies to be corrected by the contractor before recommendation of final payment. Assist the City in obtaining legal releases, permits, warranties, spare parts, and keys from the contractor. Review and comment on the certificate of completion and the recommendation for final payment to the Contractor(s). Coordinate the project close-out process with the City and the Contractor(s). ASSUMPTIONS The level of effort included in EXHIBIT A to complete the project is estimated for sixteen (16) months, including the design phase of the project. If the design engineer, franchise utility, or contractor fails to deliver according to the schedule (16 months), the ENGINEER shall have the authority to request the OWNER for an amendment to this Work Authorization to include additional efforts to complete the project. The ENGINEER will coordinate and maintain right-of-way and/or easement documentation (survey boundaries, field notes, exhibits to be provided by design engineering) with the understanding that the City of Denton Real Estate Divisionis responsible for the right-of-way and/or easement appraisals and acquisition process. The right-of-way coordination efforts to be performed by the ENGINEER total 36 hours for this work authorization. If additional effort hours are necessary for right-of- way coordination, the ENGINEER shall have the authority to request the OWNER for an amendment to the work authorization to include additional efforts to complete the project. ADDITIONAL SERVICES: Additional Services to be performed by ENGINEER, if authorized by Owner, which are not included in the above described basic services, are described as follows: Field surveying required for the preparation of designs and drawings. Field layouts or the furnishing of construction line and grade surveys. GIS mapping services or assistance with these services. Making property, boundary and right of way surveys, preparation of easement and deed descriptions, including title search and examination of deed records, including easement acquisition process. Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by Owner. Providing renderings, model and mock-ups requested by the Owner. City of Denton, Texas Scope of Services Work Authorization No.2 - Page 5 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Making revisions to drawings, specifications or other documents when such revisions are 1) consistent with approvals or instructions previously given by Owner or 2) due to other causes not solely within the control of ENGINEER. Providing consultation concerning the replacement of any Work damaged by fire or other cause during the construction and providing services as may be required in connection with the replacement of such Work. Investigations involving consideration of operation, maintenance and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or inventories required for certification of force account construction performed by Owner. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe factory tests of equipment at any site remote to the project or observing tests required as a result of equipment failing the initial test. Conducting pilot plant studies or tests. Preparing Operation and Maintenance Manuals or conducting operator training. Preparing data and reports for assistance to Owner in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. -site representative during the Construction Phase. The Resident Project Representative will act as directed by ENGINEER in order to provide more extensive representation at the Project site during the Construction Phase. Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the Resident Project Representative and assistants, ENGINEER shall endeavor to provide further protection for Owner against defects and deficiencies in the work. Furnishing the services of a Resident Project Representative is subject to the provisions of Article I, D. If Owner provides personnel to support the activities of the Resident Project Representative who is ENGINEER or ENGINEER employee, the duties, responsibilities and limitations of authority of such personnel will be set forth in an Attachment attached to and made a part of this AGREEMENT before the services of such personnel are begun. It is understood and agreed that such personnel will work under the direction of and be responsible to the Resident Project Representative. Owner agrees that whenever ENGINEER informs him/her in writing that any such personnel provided by the Owner are, in his/her opinion, incompetent, unfaithful or disorderly, such personnel shall be replaced. Furnishing Special Inspections required under chapter 17 of the International Building Code. These Special Inspections are often continuous, requiring an inspector dedicated to inspection of the individual work item, and they are in additional to City of Denton, Texas Scope of Services Work Authorization No.2 - Page 6 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 General Representation and Resident Representation services noted elsewhere in the contract. These continuous inspection services can be provided by ENGINEER as an Additional Service. use during the construction phase. These documents shall involve the incorporation of addenda items into the Contract Documents through modification of the electronic files and reprinting of the plans and specifications inclusive of the incorporated changes. Assisting Owner in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. Assisting Owner in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by FNI on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. Providing environmental support services including the design and implementation of ecological baseline studies, environmental monitoring, impact assessment and analyses, permitting assistance, and other assistance required to address environmental issues. Performing investigations, studies, and analysis of work proposed by construction contractors to correct defective work. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this Agreement. Services required to resolve bid protests or to rebid the projects for any reason. Any services required as a result of default of the contractor(s) or the failure, for any reason, of the contractor(s) to complete the work within the contract time. Providing services after the completion of the construction phase not specifically listed in Article I. Providing basic or additional services on an accelerated time schedule. The scope of this service include cost for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or reproduction costs directly attributable to an accelerated time schedule directed by the Owner. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form. Providing services to review or evaluate construction contractor(s) claim(s), provided said claims are supported by causes not within the control of ENGINEER. City of Denton, Texas Scope of Services Work Authorization No.2 - Page 7 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Providing value engineering studies or reviews of cost savings proposed by construction contractors after bids have been submitted. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services Agreement. Provide follow-up professional services dur Provide Geotechnical investigations, studies and reports. City of Denton, Texas Scope of Services Work Authorization No.2 - Page 8 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 EXHIBIT A COMPENSATION Work Authorization No. 2 I. Compensation A. The ENGINEER shall be compensated a cost-plus max fee of $150,000 as shown in the Summary of Work Authorization Fees. Work Authorization No.2 fee is based on and agreed upon scope of services and will be considered enough compensation for the services described in the Scope of Services of the Work Authorization, including all labor materials, supplies, and equipment necessary to deliver the services. 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. The cumulative sum of such monthly partial fee payments shall not exceed the total current project budget including all approved amendments. C. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by and officer of the ENGINEER. D. 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. EXHIBIT A Work Authorization No.2 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 EXHIBIT A COMPENSATION IV. Summary of Work Authorization Fees Work Authorization # Fee Amount Cumulative Fee WA No.2: Project and Construction Management $150,000 $150,000 TOTAL $150,000 EXHIBIT A Work Authorization No.2 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 EXHIBIT B CHANGES AND AMENDMENTS TO WORK AUTHORIZATION NO. 2 On Call Professional Services <List any changes to the Standard Agreement> City of Denton, Texas EXHIBIT B Work Authorization No.2 Page 1 of 1 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Work Authorization No. 3 Hickory Creek Road East Extension (Teasley Lane to FM 2499) Scope for Professional Related Services for Street Improvements The scope set forth herein defines the work to be performed by the 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 project objective is to provide project and construction management services for the Hickory Creek Road East Extension CIP project between Teasley Lane and FM 2499. Development of design and plan production is under the executed professional services agreement (File 6590-011) between the Owner, City of Denton, Texas and Design Engineer, TranSystems Corporation dba TranSystems Corporation Consultants. The project will provide the extension of eastbound lanes of Hickory Creek Road from Nautical Lane to FM 2499. The scope to be performed by the design engineer includes survey, subsurface utility engineering, roadway design, drainage design, illumination study and design, pavement marking and signage, traffic signal design, and right-of-way services from Teasley Lane to FM 2499. WORK TO BE PERFORMED Task 1. Project Management and Construction Management TASK 1. PROJECT MANAGEMENT AND CONSTRUCTION MANAGEMENT ENGINEERoperate as an extension of, the future are studied, designed, constructed, or operated by the City. To that end, ENGINEER shall be expected to represent and promote the interests of the City throughout fully support the City in its dealings with contractors and suppliers, engineers and other unsel, right-of-way acquisition consultants, traffic engineering consultants, governmental entities and the public. ENGINEER shall provide CIP Project Management services for projects identified by City personnel. Project Management Services may involve one or more activities for all project phases to include, but not limited to: project identification and estimation, design consultant selection, construction bid, administrative oversight of onsite construction, construction inspection (if requested by the city per Article IV (I)), and project close out. Other services could include coordinating and conducting public involvement meetings, project update presentations to the public, staff and City Council, and project scheduling/tracking using software, websites and/or webcams. City of Denton, Texas Scope of Services Work Authorization No.3 - Page 1 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 ARTICLE I: BASIC SERVICES: ENGINEER shall provide services involving the following activities: Participation in the planning phase to facilitate project execution, Management of the project schedule and budget, Administration of professional services and construction contracts, Management of capital delivery process, Approval of payment applications and contract modifications (special services), Facilitate Bi-Weekly Coordination Meetings, Finalizing of project decisions in the design and construction phases, Administrative oversight of onsite construction, Communication of project status to project stakeholders and provide materials for CIP Presentations, Execution of project closeout. DESIGN PHASE: For each proposed design Project, the following services will be performed as requested by the City: assist in preparing scope of work, assist in design negotiations, prepare milestone schedules, scheduling of public meetings, prepare notice-to-proceed and facilitate the kick-off meeting. Review and make recommendations to City on pay requests and proposed design contract change requests. Upfront meeting with design consultants for each project. Monitor the updates and review schedules performed by the design consultants of all relevant design data. Attend 30, 60, & 90% design review meetings. Track the process for design approval with outside agencies and when requested, participate in required meetings (TxDOT, DCTA, DISD, Denton County, etc.). Review and prepare comments on all submitted plans, specifications, and cost estimates at specific design milestones. Prepare official minutes of all conducted meetings, including pre-submission questions and answers for Departments approval and public dissemination. Coordinate utility conflicts with franchise utility companies. Assist in securing permits, including Corps of Engineers and TxDOT, as well as others as required. BID OR NEGOTIATION PHASE: Assist the City in conducting a pre-bid conference for the construction projects and coordinate responses with Owner. Monitor the bid process and maintenance of relevant bid information. Items may include: general bid information, plan holders, addenda and bid results. documents meet City requirements. City of Denton, Texas Scope of Services Work Authorization No.3 - Page 2 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Prepare bid award resolution for Council actions. RIGHT-OF-WAY (ROW) ACQUISITION PHASE: Coordinate ROW meetings and maintenance of relevant ROW acquisition information. Items may include: landowners, document status, appraisals, offers and acquisition status. Under direction of the City, review and make recommendations for all payments to appraisers and agents. CONSTRUCTION PHASE: ENGINEER will endeavor to protect Owner in providing these services however, it is understood that ENGINEER the ENGINEER employees. ENGINEER shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. ENGINEER shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. Assist Owner in conducting pre-construction conference(s) with the Contractor(s), review construction schedules prepared by the Contractor(s) pursuant to the requirements of the construction contract and prepare a proposed estimate of monthly cash requirements of the Project from information provided by the Construction Contractor. Establish communication procedures with the Owner and contractor. Submit bi- monthly reports of construction progress. Reports will describe construction progress in general terms and summarize project costs, cash flow, construction schedule and pending and approved contract modifications. Establish and maintain a project documentation system consistent with the requirements of the construction contract documents. Monitor the processing of documentation. Produce monthly reports indicating the status of all submittals information, modification requests, shop drawings, schedules, and other submittals in accordance with the requirements of the construction contract documents for the projects. Monitor the progress of the contractor in sending and processing submittals to see that documentation is being processed in accordance with schedules. Based on ENGINEER professional and review of the Payment Requests and supporting documentation submitted by Contractor, determine the amount that ENGINEER recommends City of Denton, Texas Scope of Services Work Authorization No.3 - Page 3 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Contractor be paid on monthly and final estimates, pursuant to the General Conditions of the Construction Contract. Make visits appropriate to the stage of construction to the site (as distinguished from the continuous services of a Resident Project Representative) to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the Construction Contract Documents. In this effort ENGINEER will endeavor to protect the Owner against defects and deficiencies in the work of Contractors and will report any observed deficiencies to Owner. Notify the contractor of non-conforming work observed on site visits. Review quality related documents provided by the contractor such as test reports, equipment installation reports or other documentation required by the Construction contract documents. Coordinate the work of testing laboratories and inspection bureaus required for the testing or inspection of materials, witnessed tests, factory testing, etc. for quality control of the Project. The cost of such quality control shall be paid by Owner and is not included in the services to be performed by ENGINEER. Interpret the drawings and specifications for Owner and Contractor(s). Investigations, analyses, and studies requested by the Contractor(s) and approved by Owner, for substitutions of equipment and/or materials or deviations from the drawings and specifications is an additional service. Establish procedures for administering constructive changes to the construction contracts. Process contract modifications and negotiate with the contractor on behalf of the Owner to determine the cost and time impacts of these changes. Prepare change order documentation for approved changes for execution by the Owner. Documentation of field orders, where cost to Owner is not impacted, will also be prepared. Investigations, analyses, studies or design for substitutions of equipment or materials, corrections of defective or deficient work of the contractor or other deviations from the construction contract documents requested by the contractor and approved by the Owner are an additional service. Substitutions of materials or equipment or design modifications requested by the Owner are an additional service. Prepare documentation for contract modifications required to implement modifications in the design of the project. Receive and evaluate notices of contractor claims and make recommendations to the Owner on the merit and value of the claim on the basis of information submitted by the contractor or available in project documentation. Endeavor to negotiate a settlement value with the Contractor on behalf of the Owner if appropriate. for conformance with the design concept of the Project and general compliance with the Construction Contract Documents. Prepare a list of deficiencies to be corrected by the contractor before recommendation of final payment. Assist the City in obtaining legal releases, permits, warranties, spare parts, and keys from City of Denton, Texas Scope of Services Work Authorization No.3 - Page 4 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 the contractor. Review and comment on the certificate of completion and the recommendation for final payment to the Contractor(s). Coordinate the project close-out process with the City and the Contractor(s). ASSUMPTIONS The level of effort included in EXHIBIT A to complete the project is estimated for sixteen (16) months, including the design phase of the project. If the design schedule (16 months), the ENGINEER shall have the authority to request the OWNER for an amendment to this Work Authorization to include additional efforts to complete the project. The ENGINEER will coordinate and maintain right-of-way and/or easement documentation (survey boundaries, field notes, exhibits to be provided by design engineering) with the understanding responsible for the right-of-way and/or easement appraisals and acquisition process. The right-of-way coordination efforts to be performed by the ENGINEER total 36 hours for this work authorization. If additional effort hours are necessary for right-of- way coordination, the ENGINEER shall have the authority to request the OWNER for an amendment to the work authorization to include additional efforts to complete the project. ADDITIONAL SERVICES: Additional Services to be performed by ENGINEER, if authorized by Owner, which are not included in the above described basic services, are described as follows: Field surveying required for the preparation of designs and drawings. Field layouts or the furnishing of construction line and grade surveys. GIS mapping services or assistance with these services. Making property, boundary and right of way surveys, preparation of easement and deed descriptions, including title search and examination of deed records. Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by Owner. Providing renderings, model and mock-ups requested by the Owner. Making revisions to drawings, specifications or other documents when such revisions are 1) consistent with approvals or instructions previously given by Owner or 2) due to other causes not solely within the control of ENGINEER. City of Denton, Texas Scope of Services Work Authorization No.3 - Page 5 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Providing consultation concerning the replacement of any Work damaged by fire or other cause during the construction and providing services as may be required in connection with the replacement of such Work. Investigations involving consideration of operation, maintenance and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or inventories required for certification of force account construction performed by Owner. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe factory tests of equipment at any site remote to the project or observing tests required as a result of equipment failing the initial test. Conducting pilot plant studies or tests. Preparing Operation and Maintenance Manuals or conducting operator training. Preparing data and reports for assistance to Owner in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. -site representative during the Construction Phase. The Resident Project Representative will act as directed by ENGINEER in order to provide more extensive representation at the Project site during the Construction Phase. Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the Resident Project Representative and assistants, ENGINEER shall endeavor to provide further protection for Owner against defects and deficiencies in the work. Furnishing the services of a Resident Project Representative is subject to the provisions of Article I, D. If Owner provides personnel to support the activities of the Resident Project Representative who is ENGINEER or ENGINEER employee, the duties, responsibilities and limitations of authority of such personnel will be set forth in an Attachment attached to and made a part of this AGREEMENT before the services of such personnel are begun. It is understood and agreed that such personnel will work under the direction of and be responsible to the Resident Project Representative. Owner agrees that whenever ENGINEER informs him/her in writing that any such personnel provided by the Owner are, in his/her opinion, incompetent, unfaithful or disorderly, such personnel shall be replaced. Furnishing Special Inspections required under chapter 17 of the International Building Code. These Special Inspections are often continuous, requiring an inspector dedicated to inspection of the individual work item, and they are in additional to General Representation and Resident Representation services noted elsewhere in the contract. These continuous inspection services can be provided by ENGINEER as an Additional Service. City of Denton, Texas Scope of Services Work Authorization No.3 - Page 6 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 construction phase. These documents shall involve the incorporation of addenda items into the Contract Documents through modification of the electronic files and reprinting of the plans and specifications inclusive of the incorporated changes. Assisting Owner in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. Assisting Owner in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by FNI on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. Providing environmental support services including the design and implementation of ecological baseline studies, environmental monitoring, impact assessment and analyses, permitting assistance, and other assistance required to address environmental issues. Performing investigations, studies, and analysis of work proposed by construction contractors to correct defective work. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this Agreement. Services required to resolve bid protests or to rebid the projects for any reason. Any services required as a result of default of the contractor(s) or the failure, for any reason, of the contractor(s) to complete the work within the contract time. Providing services after the completion of the construction phase not specifically listed in Article I. Providing basic or additional services on an accelerated time schedule. The scope of this service include cost for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or reproduction costs directly attributable to an accelerated time schedule directed by the Owner. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form. Providing services to review or evaluate construction contractor(s) claim(s), provided said claims are supported by causes not within the control of ENGINEER. Providing value engineering studies or reviews of cost savings proposed by construction contractors after bids have been submitted. City of Denton, Texas Scope of Services Work Authorization No.3 - Page 7 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services Agreement. Provide follow- Provide Geotechnical investigations, studies and reports. City of Denton, Texas Scope of Services Work Authorization No.3 - Page 8 of 8 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 EXHIBIT A COMPENSATION Work Authorization No. 3 I. Compensation A. The ENGINEER shall be compensated a cost-plus max fee of $159,000 as shown in the Summary of Work Authorization Fees. Work Authorization No.3 fee is based on and agreed upon scope of services and will be considered enough compensation for the services described in the Scope of Services of the Work Authorization, including all labor materials, supplies, and equipment necessary to deliver the services. 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. The cumulative sum of such monthly partial fee payments shall not exceed the total current project budget including all approved amendments. C. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by and officer of the ENGINEER. D. 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. EXHIBIT A Work Authorization No.3 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 EXHIBIT A COMPENSATION IV. Summary of Work Authorization Fees Work Authorization # Fee Amount Cumulative Fee WA No.3: Project and Construction Management $159,000 $159,000 TOTAL $159,000 EXHIBIT A Work Authorization No.3 DocuSign Envelope ID: 1CF04727-876F-48C9-88E3-6F6A14BC4EA6 EXHIBIT B CHANGES AND AMENDMENTS TO WORK AUTHORIZATION NO. 3 On Call Professional Services <List any changes to the Standard Agreement> City of Denton, Texas EXHIBIT B Work Authorization No.3 Page 1 of 1 Certificate Of Completion Envelope Id: 1CF04727876F48C988E36F6A14BC4EA6Status: Completed Subject: City Council Docusign Item - 6590-042 REVISED Professional On-Call Engineering Services Source Envelope: Document Pages: 64Signatures: 5Envelope 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 10/2/2018 2:33:54 PM Jamie.Cogdell@cityofdenton.com Signer EventsSignatureTimestamp Jamie CogdellSent: 10/2/2018 2:35:34 PM Completed jamie.cogdell@cityofdenton.comViewed: 10/2/2018 2:35:40 PM Senior BuyerSigned: 10/2/2018 2:36:19 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 Mack ReinwandSent: 10/2/2018 2:36:22 PM mack.reinwand@cityofdenton.comViewed: 10/2/2018 4:49:35 PM City of DentonSigned: 10/2/2018 4:50:45 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Thomas HasterSent: 10/2/2018 4:50:49 PM thomas.haster@freese.comViewed: 10/2/2018 5:29:44 PM Vice PresidentSigned: 10/2/2018 5:33:55 PM Freese and Nichols Inc. Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 107.77.197.97 (None) Electronic Record and Signature Disclosure: Accepted: 10/2/2018 5:29:44 PM ID: 9f950d39-db05-47f2-9be9-b86af53d16c8 Todd EstesSent: 10/2/2018 5:33:58 PM todd.estes@cityofdenton.comViewed: 10/2/2018 6:15:45 PM Director/City EngineerSigned: 10/2/2018 6:16:48 PM Security Level: Email, Account Authentication Signature Adoption: Drawn on Device (None) Using IP Address: 174.206.7.105 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 10/2/2018 6:15:45 PM ID: 730608dc-7c2f-4c51-b414-ac73a978bfb2 Signer EventsSignatureTimestamp Tabitha MillsopSent: 10/2/2018 6:16:52 PM Completed tabitha.millsop@cityofdenton.comViewed: 10/17/2018 8:38:36 AM City of DentonSigned: 10/17/2018 8:38:46 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: 10/17/2018 8:38:49 AM todd.hileman@cityofdenton.comViewed: 10/17/2018 8:58:03 AM City ManagerSigned: 10/17/2018 8:58:08 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer WaltersSent: 10/17/2018 8:58:10 AM jennifer.walters@cityofdenton.comViewed: 10/18/2018 3:12:40 PM City SecretarySigned: 10/18/2018 3:13:07 PM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (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: 10/2/2018 2:36:22 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: 10/17/2018 8:38:48 AM jane.richardson@cityofdenton.comViewed: 10/18/2018 3:12:33 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 Jennifer BridgesSent: 10/18/2018 3:13:10 PM jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 10/18/2018 3:13:11 PM jane.richardson@cityofdenton.comViewed: 10/18/2018 4:03:20 PM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Annie BungerSent: 10/18/2018 3:13:12 PM annie.bunger@cityofdenton.comViewed: 10/18/2018 3:49:32 PM Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Chad AllenSent: 10/18/2018 3:13:13 PM chad.allen@cityofdenton.comViewed: 10/18/2018 3:15:27 PM Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted10/18/2018 3:13:13 PM Certified DeliveredSecurity Checked10/18/2018 3:13:13 PM Signing CompleteSecurity Checked10/18/2018 3:13:13 PM CompletedSecurity Checked10/18/2018 3:13:13 PM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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