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20-193ORDINANCE NO. 20-193 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WIT�I SOLUTIENT GEOSCIENCES, 1NC., FOR LANDFILL F�IYDROGEOLOGICAL CONSULTING AND ANALYTICAL SERVICES REGARDING THE CITY' S LANDFILL MONITORING AND REPORTING REQUIREMENTS AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7109-005 — PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING AND ANALYTICAL SERVICES AWARDED TO SOLUTIENT GEOSCIENCES, IN��'., IN THE NOT-TO-EXCEED AMOUNT OF $321,415). WHEREAS, on October 8, 2019, the City Council approved a pre-qualified professional and engineer list (Ordinance 19-2305), and the professional services provider (the "Provider") mentioned in this ordinance is being selected as the �a�ca.�t highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DF,NTON H�REBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into an agreement with Solutient GeoSciences, Inc., to provide professional consulting and analytical services for the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the Ciiyr of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immeciiately upon its passage and approval. The motion to approve thi ordinance was made by /f 7�"�T��° ��"��� � m and s seconded by ,s� ���. �,��,�,��; ,� �-�� , the ordinance was passed and approved by the following vote �� �� �: � Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Aye � ✓ ✓ � Nay Abstain Absent _sL Deb Armmtor, At Large Place 5: �_ Paul Meltzer, At Large Place 6: �.��. y ���, � ,� �� � T 2020. PASSED AND APPROVED this the ,����� da of � f :.� ���� ...._ . ..... � ...� . . .�..�_�� �.. CHRIS WATTS, MAYOR ATTEST: ��"� # � �'�� ROSA RIOS, CITY SECRETARY .�, ,� � . � �� � � �� f� ,�, v �' � � . � BY: ��........... , " °�:I� ......�... ���",�' +ME _�� APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY , BY: �G Lt, DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7109-005 STATE OF TEXAS § COUNTY OF DENTON § ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Solutient GeoSciences, Inc., with its corporate office at 3800 Paluxy Drive, Suite 260, Tyler, Texas 75703, hereinafter called WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Landfill Hydrogeological Consulting and Analytical Services, as described in Exhibit A. ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: City of Denton, Texas Contract 7109-005 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D A. proposal is attached hereto and made a part hereof as Exhibit A as if written word for word herein. B. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit A, which shall be attached to this Agreement and made a part hereof. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit A. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit A. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. City of Denton, Texas Contract 7109-005 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit A. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. employment of others in outside firms for services related to this agreement. 2. -expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit A which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $321,415. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed City of Denton, Texas Contract 7109-005 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D ior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit A. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and City of Denton, Texas Contract 7109-005 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D furnished by the CONSULTANT are intended only to be applicable to this Project, and In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising e a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT City of Denton, Texas Contract 7109-005 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D A. Notwithstanding any other provision of this Agreement, either party may terminate by B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise To CONSULTANT: To OWNER: Solutient GeoSciences, Inc. City of Denton Leslie A. Jeske, P.G. Purchasing Manager File 7109-005 3800 Paluxy Drive, Suite 260 901B Texas Street City of Denton, Texas Contract 7109-005 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D Tyler, Texas 75703 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. City of Denton, Texas Contract 7109-005 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A , Compensation Rate and Project Schedule Exhibit B What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. City of Denton, Texas Contract 7109-005 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Leslie A. Jeske. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will City of Denton, Texas Contract 7109-005 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Supplier 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. Government Code. By signing this agreement, Supplier certifies that Supplier provides written verification to the City that Supplier: (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. ARTICLE XXV 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, Supplier certifies that Supplier Supplier, 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. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. City of Denton, Texas Contract 7109-005 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics ARTICLE XXVII PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as -757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and Conflict of Interest Questionnaire. City of Denton, Texas Contract 7109-005 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CITY OF DENTON, TEXAS THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. __________________________________ TODD HILEMAN, CITY MANAGER _______________ ________________ SIGNATURE PRINTED NAME ATTEST: __________________________________ CITY SECRETARY TITLE BY: _______________________________ __________________________________ DEPARTMENT SOLUTIENT GEOSCIENCE, INC., A TEXAS CORPORATION __________________________________ BY: _________________________ ITS: _________________________ __________________________________ TEXAS ETHICS COMMISSION APPROVED AS TO LEGAL FORM: CERTIFICATE NUMBER AARON LEAL, CITY ATTORNEY BY: ____________________________ City of Denton, Texas Contract 7109-005 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D ExhibitA Consultant’sScopeofServicesOfferandProjectSchedule DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughoutthe course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton,Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the PurchasingDepartment, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: A-VII or better City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X \]General Liability Insurance: $1,000,000.00 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D \[X\]Automobile Liability Insurance: $500,000.00 \[X\] City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D Owner's and Contractor's Protective Liability Insurance Professional Liability Insurance Builders' Risk Insurance Commercial Crime Additional Insurance City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D ATTACHMENT 1 \[\] Governmental Entities City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: E0FFFD1FC7EF41A9B4FA39D4AF695C9DStatus: Completed Subject: Please DocuSign: City Council Contract 7109-005 Hydrogeological Consulting & Analytical Services Source Envelope: Document Pages: 27Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 1Laura Hermosillo AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)laura.hermosillo@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Laura HermosilloLocation: DocuSign 12/17/2019 9:45:17 AM laura.hermosillo@cityofdenton.com Signer EventsSignatureTimestamp Laura HermosilloSent: 12/17/2019 10:11:01 AM Completed laura.hermosillo@cityofdenton.comViewed: 12/17/2019 10:11:10 AM Senior BuyerSigned: 12/17/2019 10:11:16 AM 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 Lori HewellSent: 12/17/2019 10:11:18 AM lori.hewell@cityofdenton.comViewed: 12/17/2019 1:01:13 PM Purchasing ManagerSigned: 12/17/2019 1:04:11 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 Mack ReinwandSent: 12/17/2019 1:04:13 PM mack.reinwand@cityofdenton.comViewed: 12/19/2019 2:41:57 PM City of DentonSigned: 12/19/2019 2:52:14 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 Leslie A. JeskeSent: 12/19/2019 2:52:17 PM ljeske@solutientgeosciences.comViewed: 12/19/2019 2:52:41 PM PresidentSigned: 12/19/2019 2:56:40 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 75.109.193.73 Electronic Record and Signature Disclosure: Accepted: 12/19/2019 2:52:41 PM ID: 18f5b547-4667-4f73-a69a-b8a94ec71f88 Signer EventsSignatureTimestamp Brian BoernerSent: 12/19/2019 2:56:43 PM Brian.Boerner@cityofdenton.comViewed: 12/19/2019 2:57:44 PM Director of Solid WasteSigned: 12/19/2019 3:40:03 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 12/19/2019 2:57:44 PM ID: 1e418773-4c65-4ebe-a04b-ef29a0d85eeb Cheyenne DefeeSent: 12/19/2019 3:40:06 PM Completed cheyenne.defee@cityofdenton.comViewed: 1/28/2020 3:56:46 PM Contract AdministratorSigned: 1/29/2020 9:44:09 AM 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 Todd HilemanSent: 1/29/2020 9:44:13 AM Todd.Hileman@cityofdenton.comViewed: 1/29/2020 10:01:46 AM City ManagerSigned: 1/29/2020 10:01:52 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 107.77.200.80 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa RiosSent: 1/29/2020 10:01:54 AM rosa.rios@cityofdenton.comViewed: 1/29/2020 12:11:02 PM City SecretarySigned: 1/29/2020 12:11:37 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 1/29/2020 12:11:02 PM ID: 9a3123f6-c574-4121-8b2e-8686f5a80034 In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Cheyenne DefeeSent: 12/17/2019 10:11:18 AM cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Sherri ThurmanSent: 12/19/2019 3:40:05 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: 1/29/2020 9:44:12 AM jane.richardson@cityofdenton.comViewed: 1/29/2020 11:35:39 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina ParkerSent: 1/29/2020 9:44:12 AM Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Ami ReederSent: 1/29/2020 12:11:39 PM Ami.Reeder@cityofdenton.comViewed: 1/29/2020 12:30:54 PM Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jody WordSent: 1/29/2020 12:11:40 PM jody.word@cityofdenton.comViewed: 1/29/2020 12:35:19 PM Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness EventsSignatureTimestamp Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted1/29/2020 12:11:40 PM Certified DeliveredSecurity Checked1/29/2020 12:11:40 PM Signing CompleteSecurity Checked1/29/2020 12:11:40 PM CompletedSecurity Checked1/29/2020 12:11:40 PM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. 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