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' � � . � .�, �* .., . . � � � � � r ' • �`� •` � •'t • � • " r •,, �• ' � • � � . 1 ; ' ! /' ' � � ! l w � � - � ' ' � � #' � � • ' w', f ' � � �. � f -� .1 . �., � � � -� '# • � � '�; • . contract. * . � � . # �. � . .� . . �. .,, . . . ! ! . - . . # . . •. .• .r ! •. .• � �- .- w -� � - � �-' # •-� . .�� # •�� ! 1 �' � . . �•� �� - � �- � � �. ,. _. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and �w�w ............... approval. m��:° ��'�� ° � �m ��,� �.��,, ��.��'� made by __ �� ` ��;��°� -- .... and seconded by The motion to �r �� a�r� this ordinance was a. �_.....� � ........_.� _,,,.m�e�. _...,._._ �'------- -- -- ., the ��i��.�i�� ,�� ,c� ;.�"�i�� a��a�c�v�:� by the following � vc.�� ' _R� �- . �" .� �. 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: PASSED AND APPROVED this the �� '�� of ATTEST: JENNIFER WALTERS, CITY SECRETARY I:• APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY � � � BY: �. �" ,. �� ................ ;:_... �.��..,��.._----------- �-- N....:.............._.�........�.�...................,...... Abstain Absent 2018. � � �� „�a��,,, . � , p � � J" �� '� ..,,�✓�v � �ry �. �" � ...................�'1�....,..�a�' __._..u.............. ......,,,,..._. _„ ,,...............,.................�. CHRIS WATTS, MAYOR DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C � � I � , � �:,;, ;;. �� - Docusign City Counci) Transmitta) Coversheet RFQ 6590-039 File Name Standard Construction Specifications Purchasing Contact �amie Cogdell City Counci) Target Date october 16, zols Piggy Back Option "o Contract Expiration N/A Ordinance 18-1661 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES FILE 6590-039 This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and Kimlev-Horn and Associates, Inc., with its corporate office at 421 Favetteville Street, Suite 600 Raleiqh, NC 27601 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Standard Construction Specifications Preparation (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 $1,008,800.00 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: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C 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 Amendments to Section 4, if any, are included in Attachment C. 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 2 of 17 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C circumstances and professional license; and (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: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C (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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 4 of 17 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C continuous or detailed examinations have been made by the ENGINEER to ascertain that 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: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C J. INSURANCE (1) ENGINEER'S INSURANCE 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. 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 liability arising out of "any auto", including owned, hired, and non-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. 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. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 6 of 17 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C c. Workers' Compensation — ENGINEER shall maintain workers 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. 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 employer's liability or commercial 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 7 of 17 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C Texas Street, Denton, Texas 76209. 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 C ITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. 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. 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: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C 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. EqualOpportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER's agents shall engage in any discriminatory employment practice. No person shall, on City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 9 of 17 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic 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 ENGINEER's agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City Amendments to Section 5, if any, are included in Attachment C. 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 10 of 17 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C 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. 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 ENGINEER's negligence or if ENGINEER brings such hazardous substance, 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. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 11 of 17 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C I. CITY's Insurance (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 Amendments to Section 6, if any, are included in Attachment C. 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: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C 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 that prevent ENGINEER's performance of its 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: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C 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 ENGINEER'S 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 REASONABLE ATTORNEY'S FEES IN PROPORTION TO THE ENGINEER'S LIABI LITY. 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 6.1. 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: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C 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'S EMPLOYEES, SUBCONTRACTORS, 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. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this AGREEMENT, ENGINEER certifies that ENGINEER'S signature provides written verification to the CITY that ENGINEER: (1) does not boycott lsrael; and (2) will not boycott lsrael 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 that ENGINEER'S signature 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 lran, 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: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C 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 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. Duly executed by each party's designated representative to be effective on the date subscribed by the City Manager. BY: CITY OF DENTON, TEXAS DocuSigned 6y: �� Q�/L. City Manager 10/23/2018 Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY DocuSigned 6y: By. a� �A�.IwA� 7F9D328BF0204E5... ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ENGINEER Kimley-Horn and Associates, Inc. DocuSigned by: (�j� � Sr. Vice Presedent Authorize ignature, Title 10/23/2018 Date: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. —DocuSigned by: v - �� Signat 4EA1529342DA4B7.. DocuSignedby: Dl I'2Ct01'�Clty Engineer ,�un,�n,i�t,v' U�a.�t.,v�S By� CSBFAFC1821946D._ I �Lle Capital Projects Department Date Signed: 9�28�2o1s City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 16 of 17 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 17 of 17 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT A DESIGN SERVICES FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION ATTACHMENT "A" Scope for Engineering Design Related Services for: STANDARD CONSTRUCTION SPECIFICATIONS PREPARATION The ENGINEER will perform its services pursuant to the requirements delineated with ATTACHMENT "A". Services under this attachment include engineering services for the creation of the CITY's Standard Construction Specifications for use on CITY projects. This project will consist of the following tasks: ■ Task 1— Project Initiation and Management ■ Task 2— Division 00 — Bidding Requirements and Contract Requirements ■ Task 3— Division O l—General Requirements ■ Task 4— Divisions 02-49 — Technical Specifications ■ Task 5— Training and Implementation ■ Task 6— Right-of-Way Ordinance Preparation The technical specifications will represent the direction of the CITY to develop conformity in the CITY's Construction Documents. The ENGINEER will prepare the documents on behalf of the CITY, but will not seal the documents. It will be the responsibility of the design engineer of each project where the CITY's Construction Documents are used, to review the relevant documents and revise and seal the documents to address the individual requirements of each individual project. City of Denton, Texas Attachment A Page 1 of 12 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT A DESIGN SERVICES FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION Task 1 Project Initiation and Management Task 1.1 Data Coliection and Review The CITY will be responsible for making information available, upon which the ENGINEER may rely, to the ENGINEER for review and production. The scope for data collection is as follows. • Copies of recent construction proj ects in areas related to utilities, streets, drainage, and traffic. • Current copies of Amendments to the North Central Texas Council of Governments (NCTCOG) Standard Specifications used for utility projects. • Current copies of Amendments to NCTCOG Standard Specifications used for street, utility and drainage projects. • List of specifications not currently standard, but that are desired to be included in the proposed standard construction specifications. Once data is obtained from the CITY, the ENGINEER will review the data and assemble for discussion for kickoff ineetings for the specifications. Task 1.2 Develop Initiai Project Schedule Task includes the creation, maintenance, status, and review of the project schedule including the establishment of the periodic overall progress of the proj ect. Task is based upon an assumed project duration of 16 months. Deliverabies: Draft schedule in Microsoft Office Project format Task 1.3 Project Schedule Status and Monthiy Report The ENGINEER shall update and provide a percentage of completion for each line item in the schedule. The ENGINEER shall update the schedule at least once per month to include changes to the schedule. Deliverabies: Monthly Schedule updates in a Microsoft Office Project format Task 1.4 Develop an Overali Tabie of Contents The existing construction specification documents used by the various Departments will be reviewed and correlated with the relevant Construction Standards Institute Master Format (CSI MF) Section titles to determine the approximate quantity of specification sections that will be required. Deliverabies: Table of Contents of proposed CSI MF Section titles for new Standard Specifications for Divisions 2 through 49. Task 1.5 Develop Section and Page Format Tempiates City of Denton, Texas Attachment A Page 2 of 12 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT A DESIGN SERVICES FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION A section and page format template will be developed for use by the Specification writing team in drafting each specification section. Instructions for Specification team will be prepared and distributed. Deliverabies: Draft MS Word template to be used by project team to develop specification sections. Task 1.6 Document Controi This task involves the establishment of quality standards for production of specifications to check and verify format and posting of documents into a Project Electronic site. The specification and detail documents developed and produced will be managed electronically. The documents that will be developed, produced, edited, and reviewed will be posted on the electronic site for all team members. A tracking system will be designed by the ENGINEER to allow team members to determine the status of all documents, the action items pending and scheduled for all assigned tasks. All specifications will be posted, reviewed, commented upon and updated throughout the execution of the project. Deliverabies: Initial and final draft, and final versions of the documents will be posted to the ENGINEER's electronic site. City of Denton, Texas Attachment A Page 3 of 12 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT A DESIGN SERVICES FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION Task 2 Division 00 — Bidding Requirements and Contract Requirements A list of Division 00 — Bidding Documents and Contract Documents CSI MF format will be developed for consideration by the CITY. Both the Engineers Joint Contract Documents Committee (EJCDC) and existing City of Fort Worth contract documents will be used as baselines for this work The proposed list of Bidding and Contract Requirements as will be presented at a kickoff ineeting with CITY department staff to solicit feedback and finalize the list. The anticipated items to discuss are listed in Appendix A. The ENGINEER is not providing legal or risk management service but will only organize and coordinate with legal counsel and risk management as provided for by CITY. The ENGINEER will conduct one 1 kickoff ineeting, two 2 standard review meetings, and one 1 fmal review meeting for each of four 4 proposed packets. The following subsections describe the tasks required for completing the development of Division 00. Task 2.1 Prepare an Outiine for Division 00 Documents The existing documents used by the CITY will be reviewed to determine the specification sections that will be required. Draft outlines of the Table of Contents, using CSI MF documents will be prepared for review and consideration by the CITY. Task 2.2 Kickoff Meeting with Division 00 ENGINEER will meet with the CITY's management staff, purchasing staff, and legal counsel to discuss specifying strategies, review other industry standards, and determine the CITY's preferences for the new General Conditions. Sample documents will be assembled and discussed. Following the meeting, notes and action items will be documented to develop a decision log. Deliverabies: Meeting agenda, sample documents for review, meeting notes, and decision log. Task 2.3 Prepare ls` Draft of Division 00 Documents Following the kickoff ineeting, ENGINEER will incorporate feedback and develop an initial draft of Division 00 documents in CSI MF format for both traditional delivery and competitive sealed proposal delivery. Provisions contained in the CITY's existing documents will be incorporated, where applicable. Deliverabies: Initial draft Division 00 documents. Task 2.4 ls` Draft Division 00 Document Review After a sufficient CITY review period, ENGINEER will coordinate a review meeting to include ENGINEER and CITY staff to review and discuss comments that were received. Following the review meeting, notes and action items will be documented to develop a decision log. Immediately following the meeting, final documents will be prepared. City of Denton, Texas Attachment A Page 4 of 12 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT A DESIGN SERVICES FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION Task 2.5 Prepare 2nd Draft Division 00 Documents Following the initial draft review meeting, comments from the initial draft will be incorporated and a 2nd draft version of the Division 00 documents will be prepared and distributed for review by CITY. Task 2.6 2nd Draft Division 00 Document Review After a sufficient CITY review period, ENGINEER will coordinate a review meeting to include ENGINEER and CITY staff to review and discuss comments that were received. Following the review meeting, notes and action items will be documented to develop a decision log. Immediately following the meeting, final documents will be prepared. Task 2.7 Prepare Finai Draft Division 00 Documents Following the review meeting for Division 00, final comments will be incorporated and the final draft documents will be prepared and delivered to the CITY for adoption and implementation. Deliverabies: Final draft of Division 00 Documents. Task 2.8 Liquidated Damages and Incentives Recommendations ENGINEER will conduct one (1) additional meeting with the CITY to develop liquidated damages and incentive criteria. ENGINEER will provide recommendations for both based on CITY agreed upon criteria. Deliverabies: Liquidated Damages and Incentives Recommendations. Task 2.9 Develop Generai Conditions for Developer Awarded Projects ENGINEER will develop General Conditions which developers of public infrastructure will be required to include in their construction contract. This will include development of a ls` draft, 2"a draft and final draft of the documents, as well as conducting two (2) additional meetings with the CITY to review changes and receive commentary. Deliverabies: General Conditions for Developer Awarded Projects. City of Denton, Texas Attachment A Page 5 of 12 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT A DESIGN SERVICES FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION Task 3 Division O1— General Requirements A list of Division O1 — General Requirement specifications in CSI MF format will be developed for consideration by the CITY. The proposed list of specifications will be presented at a kickoff meeting with CITY department staff to solicit feedback and finalize the list. The anticipated items to discuss are listed in Appendix A. Initial and Final Draft versions of the documents will be prepared and submitted for review by staff. Review meetings will be conducted with CITY staff. The ENGINEER will conduct one 1 kickoff ineeting, one 1 standard review meeting for each of three 3 proposed packets. The following subsections describe the tasks required for completing the development of Division O1 — General Requirements. Task 3.1 Prepare an Outiine for Division O1 Documents The existing documents used by the various CITY Departments will be reviewed to determine the appropriate specification sections that will be required. Draft outlines of the Table of Contents, using CSI MF documents will be prepared for review and consideration by the CITY. Deliverabies: Draft outline of the Table of Contents for Division O1 documents. Task 3.2 Kickoff Meeting with Division O1 Team ENGINEER'S team will meet with CITY staff to discuss specifying strategies and review industry standards. Existing CITY documents, the EJCDC and existing City of Fort Worth general requirements will be used as baselines for this work Sample documents will be assembled and discussed to allow ENGINEER'S team to learn about the CITY's preferred Division O1 specifying strategies. Following the meeting, notes and action items will be documented to develop a decision log. Immediately following the meeting, draft documents will be prepared. Deliverabies: Meeting agenda, sample documents for review, meeting notes, and decision log. Task 3.3 Prepare ls` Draft of Division O1 Documents Following the kickoff ineeting, ENGINEER will incorporate feedback and develop an initial draft of Division O1 documents in CSI MF. The Table of Contents and Specification Sections anticipated to be included in Division O1 will be derived from a composite of existing front-end documents and project examples. Deliverabies: Initial draft Division O1 documents. Task 3.4 ls` Draft Division O1 Document Review Meeting After a sufficient CITY review period, ENGINEER will coordinate a review meeting to include ENGINEER and CITY staff to review and discuss comments that were received. Following the meeting, notes and action items will be documented to develop a decision log. Immediately following the meeting, final documents will be prepared. Deliverabies: Meeting notes and decision log. City of Denton, Texas Attachment A Page 6 of 12 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT A DESIGN SERVICES FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION Task 3.5 Prepare Finai Draft Division O1 Documents Following the review meeting with the Division O1 Team, final comments will be incorporated and the final draft documents will be prepared and delivered to the CITY for adoption and implementation. Deliverabies: Final draft of Division O1 Documents. City of Denton, Texas Attachment A Page 7 of 12 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT A DESIGN SERVICES FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION Task 4 Divisions 02-49 — Technical Specifcations The ENGINEER shall establish multiple production teams that review, update, and convert the specification according to the format established in Task 1. A list of Division 02-49 specifications in CSI MF format will be developed for consideration by the CITY. A draft list of specifications is included in Appendix A. Task 41 Identify Packets and Packet Management The ENGINEER will divide the specifications into to subsets of related material. For the scope of services, these subsets will be referred to as a"Packet". The review, update and conversion will be assigning and tracked to team based on these Packets. Packets, in general, shall contain related specifications and will be divided into groups based on the number of departments impacted. Task 4.2 Kick-off Meetings to Receive CITY's Comments on Existing Specifications The ENGINEER shall conduct a series of regularly scheduled meetings with each of the CITY's impacted departments to receive input from representative personnel from that department. The meetings will include appropriate members of the ENGINEER's team, as well as the CITY's personnel. One 1 kickoff ineeting will be conducted per packet of specifications. Seventeen (17) nackets are nronosed. Task 4.3 Draft Technicai Specifications The ENGINEER shall prepare draft specifications in accordance with format as provided in Task 1 and the information gathered in Task 4.1. In general, the specification should incorporate nationally recognized standards, or regionally recognized standards for references. Baselines for technical specifications will incorporate existing CITY amendments to NCTCOG as well as the City of Fort Worth's current technical specifications, where applicable. The review, update, and conversion of the specifications will use products and standards that are already acceptable to the CITY. Only in instances where the existing standard refers to a product or a process that is no longer available, shall the ENGINEER change the acceptable product or process approved by the CITY. Specifications will be completed on a per Packet basis as determined in Task 4.1. Deliverabies: Draft specifications for Divisions 02-49 Task 4.4 Meetings to Review Draft Technicai Specifications The ENGINEER will conduct a series of regularly scheduled meetings with CITY staff to receive input from representative personnel with respect to the intent of the specification. Meetings should generally be representative of the quantity and complexity of specifications to be reviewed, updated, and revised for that Department. One 1 review meeting will be conducted per packet of specifications. Seventeen (17) nackets are nronosed. Following the meeting, notes and action items will be documented to develop a decision log. Immediately following the meeting, final drafts of the documents will be prepared. Deliverabies: Meeting notes and decision log. City of Denton, Texas Attachment A Page 8 of 12 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT A DESIGN SERVICES FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION Task 4.5 Externai Division 02-49 Technicai Specifications Review Following the review meeting with the CITY, the ENGINEER will distribute final drafts of each packet to City identified external stakeholders for review and comment. Once comments are received, ENGINEER will assemble comments and conduct one 1 review meeting with the City per two packets of specifications to determine which external comments will be included in the final documents. Ei ht 8 external comment review meetings are proposed. Deliverabies: External comments for final draft of Division 02-49 Technical Specifications. Task 4.6 Prepare Finai Draft Division 02-49 Technicai Specifications Following the review meeting with the CITY, final comments will be incorporated and the final draft documents will be prepared and delivered to the CITY for adoption and implementation. Deliverabies: Final draft of Division 02-49 Technical Specifications. Task 4.7 Standard Bid Item List Once each packet of Final Technical Specifications have been completed, the ENGINEER will prepare Standard Bid Items to correspond to the Measurement and Payment Section of each specification. Standard Bid Items will be formatted in accordance with CSI MF and will be numbered in such a way that there is a direct link to the Technical Specifications. Deliverabies: Final draft of Standard Bid Item List. City of Denton, Texas Attachment A Page 9 of 12 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT A DESIGN SERVICES FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION Task 5 Training and Implementation ENGINEER will prepare and provide training materials and conduct training sessions related to use of the documents. Some of the training and implementation support that will be provided will include recommendations for maintenance of the documents, establishment of a Specification Task Team, and a process for revising, updating and notifying stakeholders of updates to the Standard Specifications and Details. Additionally, the ENGINEER will prepare training materials consisting of presentations outlined for training sessions for internal and external stakeholders. Descriptions of the tasks to be completed are discussed in the following subsections. Task 5.1 Assembiing Bidding Documents Training Prepare training materials and present in multiple sessions demonstrating how to assemble Invitation to Bidders/Offerors, Instructions to Bidders/Offerors, preparing the Bid Form, Surety, the Agreement, and Prequalification's. Conduct one (1) internal training session to the CITY and one (1) external training sessions to contractors and consultants. Deliverabies: Workshop presentation, agenda and handout materials, workshop notes. Task 5.2 Division 02-49 Technicai Specifications Training Prepare training materials and present in multiple sessions demonstrating the new technical specifications. This will focus on how to prepare the technical specifications which have significantly changed during the update. Conduct one (1) internal training session to the CITY and one (1) external training sessions to contractors and consultants. Deliverabies: Workshop presentation, agenda and handout materials, workshop notes City of Denton, Texas Attachment A Page 10 of 12 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT A DESIGN SERVICES FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION Task 6 Right-of-Way Ordinance Preparation The ENGINEER shall prepare a Right-of-Way Ordinance for CITY implementation. Task 6.1 Kick-off Meeting to Receive CITY's Comments on Right-of-Way Ordinance The ENGINEER shall conduct one 1 meeting to receive input from representative personnel on the existing Right-of-Way Ordinance and the CITY'S goals for the revised Right-of-Way Ordinance. The meeting will include appropriate members of the ENGINEER's team, as well as the CITY's personnel. Task 6.2 ls` Draft Right-of-Way Ordinance The ENGINEER will prepare a ls` draft Right-of-Way Ordinance in accordance with the information gathered in Task 6.1. Baselines for Right-of-Way Ordinance preparation will incorporate existing CITY ordinances as well as the City of San Antonio's ordinance, where applicable. Deliverabies: ls` Draft Right-of-Way Ordinance Task 6.3 Meeting to Review ls` Draft Right-of-Way Ordinance The ENGINEER will conduct one 1 meeting with CITY staff to receive input from representative personnel on the ls` draft of the Ordinance. Following the meeting, notes and action items will be documented to develop a decision log. Deliverabies: Meeting notes and decision log. Task 6.4 2°a Draft Right-of-Way Ordinance The ENGINEER will prepare a 2"d draft Right-of-way Ordinance in accordance with the information gathered in Task 63. Deliverabies: 2"d Draft Right-of-Way Ordinance Task 6.5 Meeting to Review 2°a Draft Right-of-Way Ordinance The ENGINEER will conduct one 1 meeting with CITY staff to receive input from representative personnel on the 2"d draft of the Ordinance. Following the meeting, notes and action items will be documented to develop a decision log. Immediately following the meeting, final drafts of the Ordinance will be prepared. Deliverabies: Meeting notes and decision log. Task 6.6 Prepare Finai Draft Division O1 Documents Following the 2"d Draft review meeting, final comments will be incorporated, and the final draft Ordinance will be prepared and delivered to the CITY for adoption and implementation. Deliverabies: Final draft of the Right-of-Way Ordinance. City of Denton, Texas Attachment A Page 11 of 12 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT A DESIGN SERVICES FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION ADDITIONAL SERVICES Any services not specifically provided for in the above scope and authorized by the CITY will be billed as additional services and performed for the ENGINEER'S then current hourly rates. City of Denton, Texas Attachment A Page 12 of 12 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT B COMPENSATION FOR STANDARD CONSTRUCTION SPECI FICATIONS PREPARATION ATTACHMENT "B" Compensation for Engineering Design Related Services for: STANDARD CONSTRUCTION SPECIFICATIONS PREPARATION Total compensation for the ENGINEER contemplated under the terms of this agreement shali be a totai not-to-exceed $1,008,800 for all services including reimbursable expenses. The CITY shall compensate the ENGINEER as follows: For Tasks 1-6 the total compensation shall be on a reimbursable (hourly) basis and not to exceed $1,008,800. Progress payments for shall be paid monthly based on the actual work satisfactorily completed per month in each phase, with the following amounts of the total compensation for each phase of the Proj ect • Task 1— Proj ect Initiation and Management • Task 2— Division 00 — Bidding Requirements and Contract Requirements • Task 3— Division O 1— General Requirements • Task 4— Divisions 02-49 — Technical Specifications • Task 5— Training and Implementation • Task 6— Right-of-Way Ordinance Preparation Grand Totai $178,400 $142,500 $ 70,200 $525,100 $ 50,500 $ 42,100 $1,008,800 ENGINEER will not exceed the total m�imum labor fee shown without authorization from the CITY Individual task amounts are provided for budgeting purposes only. ENGINEER reserves the right to reallocate amounts among tasks as necessary. Labor fee will be billed on an hourly basis according to our then-current rates. As to these tasks, direct reimbursable expenses such as express delivery services, fees, air travel, and other direct expenses will be billed at 1.10 times cost. A percentage of labor fee will be added to each invoice to cover certain other expenses as to these tasks such as telecommunications, in-house reproduction, postage, supplies, project related computer time, and local mileage. Administrative time related to the project may be billed hourly. All permitting, application, and similar project fees will be paid directly by the CITY. Payment will be due within 25 days of your receipt of the invoice and should include the invoice number and Kimley-Horn project number. City of Denton, Texas Attachment B Page 1 of 1 DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT "C" CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Design Services for STANDARD CONSTRUCTION SPECIFICATIONS PREPARATION No modifications to the Standard Agreement are necessary for this project. 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Y Y Y Y Y � �u., � Y Y Y� Y Y Y �� Y Y Y Y Y Y � o` 3 3 3 3 3� 0 3 3 3,�,� 3 3 3 O o 3 3 3 3 3 3� '��. ti ti a ti m o a a N N m a N N u1 �n ti ti m ti N N o ...... ,',,. � ,,,,,',,. i v p � ,,,,, � � ei a - N N ` � � ,,',,,,,, Ll � O O� h0 h0 Q � Q Ll ............................. � c�u � �p c�u c m c�u °c° O d a�i a°1i a` a°1i a ' � p .c .c := .c .c � .ti � � � � c ............. a� a� � a°1i m c'L `L u+ c'L `L o `° 3 °^v' ,,,,',,, � � � � � m 3 F ~ vfl'i o F ~ O o Y Y � > -o > � � 2� O � � b9 J C C 10 pq � C C i:i ., Y Y N K N K i.l ,,,,,,,,,,,, u u �O > '> C N E � O � � •C � O � � G E ,,,,,',,,,, Y Y a K K ii v�i L a= W � L a= W O�. z ,,,,,,, '" Q F F F O� O �... �O I� ... W O� O... O U C � O � C '� � � u � N Qj O a � DocuSign Envelope ID: 2592FB55-C4A4-4D53-9C89-CD7182CAB66C ATTACHMENT "E" PROJECT LOCATION MAP for STANDARD CONSTRUCTION SPECIFICATIONS PREPARATION A proj ect location map is not applicable for this proj ect. City of Denton, Texas Page 1 of 1 Certificate Of Completion Envelope Id: 2592FB55C4A44D539C89CD7182CAB66C Subject: City Council Docusign Item - 6590-039 Standard Construction Specifications PSA Source Envelope: Document Pages: 40 Signatures: 5 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 9/25/2018 10:25:49 AM Signer Events Jamie Cogdell jamie.cogdell@cityofdenton.com Senior Buyer City Of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Glenn Gary glenn.gary@kimley-horn.com Sr. Vice Presedent Kimley-Horn and Associates, Inc. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/5/2017 7:31:56 AM ID: a4d44695-81cf-49e7-97f6-7553e995f64a Todd Estes todd.estes@cityofdenton.com Director/City Engineer Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/28/2018 7:37:34 AM ID:072a5d0e-9da8-4c84-9feb-d415309081a2 Holder: Jamie Cogdell Jamie. Cogdell @cityofdenton.com Signature � pl�t� Using IPAddress: 129.120.6.150 �DocuSigned by: M�� ,e��w�� 7F9D328BF0204E5... Signature Adoption: Pre-selected Style Using IPAddress: 129.120.6.150 �DocuSigned by: �� EDB'15720A'I C6421... Signature Adoption: Pre-selected Style Using IPAddress: 64.251.230.39 DocuSigned by: ��A'152L� 48� Signature Adoption: Drawn on Device Using IPAddress: 174.206.34.142 Signed using mobile ��, � �� Status: Completed Envelope Originator: Jamie Cogdell 901 B Texas Street Denton, TX 76209 Jamie.Cogdell@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 9/25/2018 10:30:31 AM Viewed: 9/25/2018 10:30:52 AM Signed: 9/25/2018 10:31:27 AM Sent: 9/25/2018 10:31:30 AM Viewed: 9/26/2018 12:49:06 PM Signed: 9/26/2018 12:54:27 PM Sent: 9/26/2018 12:54:30 PM Viewed: 9/27/2018 3:25:52 PM Signed: 9/28/2018 7:31:20 AM Sent: 9/28/2018 7:31:23 AM Viewed: 9/28/2018 7:37:34 AM Signed: 9/28/2018 7:38:14 AM Signer Events Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM I D: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature � pl�t� Using IPAddress: 129.120.6.150 �DocuSigned by: �� (�"t�t,w�Aan, B776C71'IBAOD454... Signature Adoption: Pre-selected Style Using IPAddress:47.190.47.120 Signed using mobile ,�; DocuSigned by: n �undn,l�t,t^ �A�{t,V'S ly��—cseFnFc� ezi sasa.. Signature Adoption: Pre-selected Style Using IPAddress: 129.120.6.150 Signature Status Status Status Status Status Timestamp Sent: 9/28/2018 7:38:18 AM Viewed: 10/24/2018 9:56:53 AM Signed: 10/24/2018 9:59:45 AM Sent: 10/24/2018 9:59:49 AM Viewed: 10/24/2018 10:26:03 AM Signed: 10/24/2018 10:26:08 AM Sent: 10/24/2018 10:26:11 AM Viewed: 10/25/2018 10:24:57 AM Signed: 10/25/2018 10:25:24 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 9/25/2018 10:31:30 AM Sent: 10/24/2018 9:59:48 AM Viewed: 10/24/2018 12:16:51 PM Carbon Copy Events Jennifer Bridges 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 Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Annie Bunger annie.bunger@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lee Perry Lee.perry@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Timestamp Sent: 10/25/2018 10:25:27 AM Sent: 10/25/2018 10:25:28 AM Viewed: 10/25/2018 11:46:58 AM Sent: 10/25/2018 10:25:29 AM Sent: 10/25/2018 10:25:30 AM Timestamp Timestamps 10/25/2018 10:25:30 AM 10/25/2018 10:25:30 AM 10/25/2018 10:25:30 AM 10/25/2018 10:25:30 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Glenn Gary, Todd Estes, Todd Hileman 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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