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21-216821-2168 ORDINANCE NO. _ _ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC., FOR DESIGN SERVICES FOR SOUTHEAST DENTON PACKAGE -- B IMPROVEMENTS FOR THE CAPITAL IMPROVEMENT PROJECTS DEPARTMENT AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7599-001 — PROFESSIONAL SERVICES AGREEMENT FOR DESIGN SERVICES AWARDED TO KIMLEY-HORN AND ASSOCIATES, INC., IN THE NOT - TO -EXCEED AMOUNT OF $1,660,100.00). WHEREAS, on May 18, 2021, the City Council approved a pre -qualified professional engineering list (Ordinance 21-894); and WHEREAS, the professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider's profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with Kimley-Horn and Associates, Inc., for design services for Southeast Denton Package — B Improvements for the Capital Improvement Projects Department, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, Texas, or their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by soo MCQci u,' C 2 and seconded by ) c ; n j 2C V-- This ordinance was passed and approved by the following vote L - -�2j: PASSED AND APPROVED this the 19+-� day ofC-A p� QJ' , 2021 ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitallysigned by Marcella Lunn Wcn=Marcella Lunn, o, 0u=City0f # + ` DentoL,M1a.1unn@dtyofdentDn.co ,_email=rcella.lunn@dtyofdentan.co m, mus BY: Date: 2021.10.05 09:16:13 -05'00' GERARD HUDSPETH, MAYOR Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1: ✓ Brian Beck, District 2: ✓ Jesse Davis, District 3: f Alison Maguire, District 4: ✓ Deb Armintor, At Large Place 5: ✓ Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the 19+-� day ofC-A p� QJ' , 2021 ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitallysigned by Marcella Lunn Wcn=Marcella Lunn, o, 0u=City0f # + ` DentoL,M1a.1unn@dtyofdentDn.co ,_email=rcella.lunn@dtyofdentan.co m, mus BY: Date: 2021.10.05 09:16:13 -05'00' GERARD HUDSPETH, MAYOR DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 I CITY 01FL DENTON Docusign City Council Transmittal Coversheet PSA 7599-001 File Name SED -B Improvements Design Purchasing Contact Cori Power City Council Target Date OCTOBER 19, 2021 Piggy Back Option Not Applicable Contract Expiration N/A Ordinance 21-2168 L DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home -rule municipality ("CITY"), and Kimley-Horn and Associates, Inc., with its corporate office at 100_ W. Oak Street, Suite 203, Denton, Texas 76201 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: SED -B Improvements (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 $1,660,100 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 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. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 916118 Page 1 of 16 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 (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 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. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9!6118 Page 2 of 16 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 (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 costlexecution 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. (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. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9!6!18 Page 3 of 16 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that 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. 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9018 Page 4 of 16 DocuSign Envelope ID: C727CD25-BC6p-4F94-63ED-B4828166AFD1 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. 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, productslcompleted 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 a[[ 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. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 916118 Page 5 of 16 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. 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. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and 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 Texas Street, Denton, Texas 70209. f. Insurers for all policies must be authorized to do business in the State of Texas Cty of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 916118 Page 6 of 16 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first -dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims - made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims -made. k. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. 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 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. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 916118 Page 7 of 16 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment D to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER's agents shall engage in any discriminatory employment practice. No person shall, on 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 916118 Page 8 of 16 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 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 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. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9!6118 Page 9 of 16 Docusign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third -Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER," (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third -party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third -party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. I. CITY's Insurance (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. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Dale: 8!6!18 Page 10 of 16 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 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. 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9!6118 Page 11 of 16 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 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 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 LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.8., 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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised bate: 916118 Page 12 of 16 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 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 ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all 1-9 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: (9) does not boycott Israel; and (2) will not boycott Israel during the term of the AGREEMENT. Failure to meet or maintain the requirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this AGREEMENT, ENGINEER certifies 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 Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. N. 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 Engineer submits the signed contract. The Texas Ethics Commission has adopted rules City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 916118 Page 13 of 16 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 requiring the business entity to file Form 1295 electronically with the Commission. Engineer 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/eIf_info_form 1295. htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. O. 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 defined in the City's Ethic Ordinance 18-757 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 Engineer shall complete and submit the City's Conflict of Interest Questionnaire. P. 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 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 City of Denton, Texas Standard Agreement for Engineoring Related Design Services Revised Date: 9!6118 Page 14 of 16 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 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, ENGINEER F-'t ocuSigned by; BY: kr-.old! R'D SIGNATURE Printed Name: Scott Arnold Title: vice President 817-335-6511 PHONE NUMBER Scott.arnold@kimley-horn.com EMAIL ADDRESS 2021-798429 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DocuSigned by: IIKONAE Rebecca Diviney PRINTED NAME Director of Capital Projects/City Engineer TITLE capital Projects - Engineering DEPARTMENT City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 916/18 Page 15 of 16 CITY OF DENTON, TEXAS BY: I—Signed by: szllt'a 5238DB296270423... SARA HENSLEY, INTERIM CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: 5Signed by. 1z:: R" �--ICKASCSEI 75493... APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY •-DocuSigned by: BY: ��luau, lau, DocuSign Envelope ID: C727CO25-BC60-4F94-B3ED-B4828166AFD1 ATTACHMENT "A" SED -B IMPROVEMENTS Scope of Services PROJECT UNDERSTANDING The Scope of Services consists of design and construction phase services for full depth street reconstruction and utility replacement in the SED -B area, as defined in Attachment E. This scope of services consists of the following: • Approximately 20,900 linear feet of road reconstruction with subgrade stabilization, asphalt paving, concrete curb and gutter, and driveway replacements. • Relocations of approximately 14,600 linear feet of 6 -inch through 12 -inch water main and 7,900 linear feet of 6 -inch through 12 -inch sanitary sewer. • Stormwater replacement within SED -B area as determined necessary during design. • Sidewalk improvements within SED -B area as determined necessary during design. • Photometric illumination study. The ENGINEER understands the Project will be delivered via Construction Manager at Risk (CM@R). SCOPE OF SERVICES The ENGINEER will perform its services pursuant to the requirements delineated with ATTACHMENT "A". Services under this attachment consist of the following tasks: ■ Task 1 —Project Management ■ Task 2 — Coordination Meetings ■ Task 3 — Public Involvement ■ Task 4 — Data Collection ■ Task 5 — Roadway Design ■ Task 6 — Water Design ■ Task 7 — Illumination Study ■ Task 8 — Construction Phase Services ■ Task 9 — Record Drawings SED -B Improvements I of 14 August 30, 2021 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 Task 1 Project Management Task 1.1 Kick-off Meeting and Risk Workshop The ENGINEER will conduct a kickoff meeting and risk workshop with the project team to determine design criteria, project schedule, discuss project responsibilities, and create a risk register with the following: • Critical issues affecting project completion • Significant project considerations • Permit requirements • Action plan for each identified risk Task 1.2 Monthly Status Reports, Invoicing, and Team Coordination The ENGINEER will provide monthly invoices and status reports. Task 1.3 Permitting The CITY will be responsible for administration of all permits. The ENGINEER will provide exhibits and information necessary for permit approval. The ENGINEER understands the following permits will be required: • TxDOT Utility Installation Request (UIR) • Union Pacific Railroad (UPRR) Crossing Permit Task 1.4 CM@R Program Documentation The ENGINEER will assist the CITY with CM@R program documentation. The ENGINEER will attend one (1) work session with the project team to discuss processes, procedures, and lessons learned as they relate to the CM@R delivery method. Assumptions: • The kick-off meeting and risk workshop will occur after the CM@R has been selected by the City. • It is assumed Project Management will be required for eighteen (18) months. Additional Project Management will be considered Additional Services. • It is assumed roadway reconstruction will not encroach on UPRR or DCTA right-of-way and no permitting will be required. The UPRR Crossing Permit is for the waterline crossing at W Collins St. Deliverables: • Risk register • Monthly invoices and status reports • Meeting agendas and meeting notes • CM@R lessons learned SED -B Improvements 2 of 14 August 30, 2021 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 Task 2 Coordination Meetings Task 2.1 Coordination Meetings with Project Team The ENGINEER will conduct and document biweekly (every two weeks) coordination meetings with the project team and other key stakeholders. During these meetings, the design team will discuss design elements, challenges, and make decisions regarding any proposed design options. Task 2.2 Franchise Utility Coordination The ENGINEER will coordinate with franchise utility companies within the project area to obtain existing line maps, determine potential conflicts, and provide conflict information to the CITY for further coordination. The ENGINEER will assist the CITY in review of any franchise utility relocation plans. Up to fifty (50) hours will be spent on franchise utility coordination. Any additional time spent beyond the allotted fifty (50) hours will be considered additional services. Task 2.3 UPRR and DCTA Coordination The ENGINEER will coordinate with UPRR and DCTA to discuss permit requirements, construction requirements, and construction phasing. Up to forty (40) hours will be spent coordinating with UPRR and DCTA. Any additional time spent beyond the allotted forty (40) hours will be considered additional services. Task 2.4 Stakeholder Meetings The ENGINEER will conduct and document up to three (3) meetings with the Southeast Denton Neighborhood Association (SEDNA) and other stakeholders. These meetings are in addition to the Public Meetings in Task 3. Assumptions: • It is assumed Coordination Meetings will be required for eighteen (1S) months. Additional Coordination Meetings will be considered Additional Services. • It is assumed Coordination Meetings with Project Team will occur virtually. Franchise Utility Coordination, UPRR and DCTA Coordination, and Stakeholder Meetings may be virtual or in-person. Deliverables: • Meeting agendas and meeting notes Task 3 Public Involvement Task 3.1 Public Meetings The ENGINEER will prepare materials, attend, and document as needed for up to four (4) public meetings. The CITY will be responsible for selecting and scheduling meeting location and distributing notifications to the public either through mailers, social media, or email. It is anticipated the public meetings will occur during preliminary design, final design, pre - construction, and during construction. SED -B Improvements 3 of 14 August 30, 2021 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 Task 3.2 Project Informational Materials The ENGINEER will assist the CITY with updated project information and materials to be used in council meetings and for a project website. Deliverables: Public meeting materials and meeting notes Project informational materials Task 4 Data Collection Task 4.1 Data Collection and Analysis The ENGINEER will collect data to develop a base reap. This information will be utilized to analyze existing constraints and issues for the development of the conceptual design. The following elements will be used to develop the base map. 4.1.1 Aerial Photography — The ENGINEER will collect aerial photography for the project corridor from NearMaps and/or available aerial photos from the CITY. 4.1.2 Available Record Drawing Research — The ENGINEER will collect any available record drawings from the CITY within the project limits. 4.1.3 Available CITY GIS utility information — The ENGINEER will utilize the CITY's online GIS information to compile utility information for the study area. 4.1.4 Field Observation — The ENGINEER will conduct up to three (3) site visits to visually document the existing conditions with the CM@R 4.1.5 Utility Data Collection — The ENGINEER will meet with the CITY to discuss historical, existing, and future conditions along the project corridor. Task 4.2 Topographic and Boundary Survey The ENGINEER will prepare a topographic survey and right-of-way determination to be used for civil engineering design purposes. The topographic survey is to be used in-house and will not be issued as a stand-alone survey document. 4.2.1 The limits of survey will include ten (10) feet beyond existing right-of-way and fifty (50) feet beyond the construction limits for each segment of the project area identified in Attachment E. 4.2.2 The survey will consist of the location of the right-of-way lines and adjoining property lines with existing easements readily available in the public record (this does not include an abstract of title); elevations; contour lines representing the surface of the existing ground at one foot intervals based on a survey grid system and tied to existing control points; observed (only if clearly visible from the surface) Iocations of existing water, sewer, storm drain, franchise utility facility appurtenances, trees, shrubs, and flowerbeds; pavement, sidewalk, and other visible corridor improvements, and benchmarks established with the survey. SED -B Improvements 4 of 14 August 30, 2021 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-84828166AFD1 Task 4.3 Geotechnical Analysis The ENGINEER will utilize a subconsultant to perform geotechnical analysis to determine an asphalt pavement and subgrade treatment recommendation. Up to forty-two (42) bore holes will be completed for the analysis. Additional soil analysis will be obtained for recommendations to be used in retaining wall design. Task 4.4 Subsurface Utility Engineering (SUE) 4.4.1 Level B Subsurface Utility Exploration The ENGINEER will coordinate with the CM@R to identify utilities to be exposed with Level B subsurface utility exploration. The identified utilities will be exposed, via a subconsultant, using SUE methods and survey data collected on their exposed location. This information will be used during civil engineering design. SUE quality level B is described as follows: o Quality Level B. QL-B involves the application of appropriate surface geophysical methods to determine the existence and horizontal position of virtually all utilities within the project limits. This activity is called "designating". The information obtained in this manner is surveyed to project control. It addresses problems caused by inaccurate utility records, abandoned or unrecorded facilities, and lost references. o SUE fee is based on an average of 6 underground utilities for roughly 22,000 linear feet. If there are additional utility lines, or we need to obtain more than 22,000 linear feet for each utility, additional fee may be needed. Additional Level B SUE will be considered additional services. Deliverables: • Geotechnical Report Task 5 Roadway Design The ENGINEER will prepare construction plans, specifications, and estimates for full depth reconstruction of the street segments identified in Attachment E per CITY standards. All streets will be reconstructed to match existing section widths. Due to the size of the project, it is assumed that there will be up to three (3) separate submittal packages for each design phase (30%, 60%, 90%, and 100%). The ENGINEER will collaborate with the CM@R R on project phasing to determine a submittal plan that adheres to the overall project schedule set in Task 1. Any additional plan submittals will be considered Additional Services. Task 5.1 Conceptual Design (30%) 5.1.1 The ENGINEER will prepare a 22"04" Conceptual (30%) Plan Set consisting of the following elements: o Cover sheet and index of sheets o Project control SED -B Improvements 5 of 14 August 30, 2021 DacuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 o Utility layout • Existing and proposed horizontal layout • Utility design will be performed under Task 6 o Roadway typical sections • Existing and Proposed o Removals o Roadway plan and profile drawings at 1"=20' horizontal and 1"=4' vertical scale. a Sidewalk and curb ramps • The ENGINEER will evaluate the CITY's current sidewalk network and recommend segments to be installed. o Pavement markings and signage o Existing stormwater horizontal layout o Retaining wall layout o Standard construction details o Conceptual summary of quantities 5.1.2 The ENGINEER will provide review of the CM@R's conceptual cost estimate. 5.1.3 The ENGINEER will conduct a Conceptual Design (30%) review meeting to review and respond to all comments received from the project team. 5-1.4 The ENGINEER will attend up to three (3) meetings with the CM@R to obtain input for revisions to the construction sequencing, traffic control and detour plans. Task 5.2 Preliminary Design (60%) 5.2.1 The ENGINEER will respond to and address one (1) round of comments provided by the CITY and CM@R and prepare a 22"x34" Preliminary (60%) Plan Set consisting of the elements in Task 5.1 as well as the following elements: o General notes o Traffic control and detour plans • The ENGINEER will develop the construction sequencing, traffic control and overall detour plans based upon guidance from the CM@R. o Erosion control plans o Custom construction details o Preliminary summary of quantities o Specification listing 5.2.2 The ENGINEER will provide review the CM@R's preliminary cost estimate. 5.2.3 The ENGINEER will conduct and document a Preliminary Design (60%) review meeting to review and respond to all comments received from the project team. 5.2.4 The ENGINEER will attend up to three (3) meetings with the CM@R to develop the construction sequencing, traffic control and detour plans. SED -B lmprovements 6 of 14 August 30, 2021 Docu&gn Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 Task 5.3 Final Design (90%) 5.3.1 The ENGINEER will respond to and address one (1) round of comments provided by the CITY and CM@R and prepare a 22"04" Final (90%) Plan Set consisting of the elements in Task 5.2 as well as the following elements: o Retaining wall plan and profile drawings at I"=20' horizontal and 1 "=4' vertical scale. o Cross sections at fifty (50) foot increments o Final summary of quantities o Final specifications and special provisions 5.3.2 The ENGINEER will provide review of the CM@R's final cost estimate. 5.3.3 The ENGINEER will conduct and document a Final Design (90%) review meeting to review and respond to all comments received from the project team. Task 5.4 Final Sealed (100%) Submittal 5.4.1 The ENGINEER will respond to and address one (1) round of comments provided by the CITY and CM@R and prepare a Final Sealed (100%) Plan Set consisting of the elements in Task 5.3 as well as the following elements: a Final summary of quantities a Final sealed specifications and special provisions 5.4.2 The ENGINEER will provide review the CM@R's Guaranteed Maximum Price (GMP). Deliverables: • Digital 22"04" PDF Plan Set for Conceptual (30%), Preliminary (60%), Final (90%), and Final Sealed (100%) Roadway Design. o Up to three (3) 22"x34" hard copies may be submitted at the CITY's request. • Meeting notes for Conceptual (30%), Preliminary (60%), and Final (90%) Roadway Design review meetings. • ENGINEER's construction cost estimate at Conceptual (30%) and GMP review for Conceptual (30%), Preliminary (60%), Final (90%), and Final Sealed (100%) Roadway Design. Task 6 Utility Design The ENGINEER will prepare construction plans, specifications, and estimates for the relocation of the water and sanitary sewer line segments identified in Attachment E per CITY standards. Due to the size of the project, it is assumed that there will be up to three (3) separate submittal packages for each design phase (30%, 60%, 90%, and 100%). The ENGINEER will collaborate with the CM@R on project phasing to determine a submittal plan that adheres to the overall project schedule set in Task 1. Any additional plan submittals will be considered Additional Serviccs. SED -B Improvements 7 of 14 August 30, 2021 DocuSign Envelope ID: C727CD25-SC60-4F94-83ED-64828166AFD1 Task 6.1 Water Design 6.1.1 The ENGINEER will prepare the following items to be included in the construction plan set: o Horizontal layouts for all water line relocations and necessary appurtenances. o Vertical profiles for all water line relocations and necessary appurtenances providing the required clearance from all known conflicts. o Water line details, including connection details. o Sequencing notes for shutdown and connection sequencing plans. o Abandonment layouts as needed. o Temporary and permanent easements as needed. o Design tunnels/bores including casing/tunnel liner plate minimum thickness and inside diameter, shafts, allowable methods, control of ground water, and appropriate tolerances with the chosen method. Task 6.2 Sanitary Sewer Design 6.2.1 The ENGINEER will prepare the following items to be included in the construction plan set: o Horizontal layouts for all sanitary sewer line relocations and necessary appurtenances. o Vertical profiles for all sanitary sewer line relocations and necessary appurtenances providing the required clearance from all known conflicts. o Sanitary sewer line details. o Sequencing notes for shutdown and connection sequencing plans. o Abandonment layouts as needed. o Temporary and permanent easements as needed. o Design tunnels/bores including casing/tunnel liner plate minimum thickness and inside diameter, shafts, allowable methods, control of ground water, and appropriate tolerances with the chosen method. Task 6.3 Conceptual Design (30%) 6.3.1 The ENGINEER will prepare a 22"x34" Conceptual (30%) Plan Set consisting of the following elements: o Cover sheet and index of sheets o Waterline layout • Existing and proposed horizontal layout • Identify potential conflicts a Sanitary sewer line layout • Existing and proposed horizontal layout • Identify potential conflicts o Standard construction details o Conceptual summary of quantities SED -B Improvements 8 of 14 August 30, 2021 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 6.3.2 The ENGINEER will provide review of the CM@R's conceptual cost estimate. 6.3.3 The ENGINEER will conduct a Conceptual Design (30%) review meeting to review and respond to all comments received from the project team. Task 6.4 Preliminary Design (60%) 6.4.1 The ENGINEER will respond to and address one (1) round of comments provided by the CITY and CM@R and prepare a Preliminary Design (60%) Plan Set consisting of the elements in Task 6.3 as well as the following elements: o Abandonment layout o Waterline plan and profile drawings at 1 "=40' horizontal and 1 "=4' vertical scale o Sanitary sewer line plan and profile drawings at 1"=40' horizontal and 1"=4' vertical scale o Plan view of the base map shall have all above ground features shown and clearly labeled along with existing utilities based on field ties and record information. o Plan view shall include design notes for stationing, size, slope, pipe material, embedment, length and construction method. o Profile view shall include design notes for stationing, size, slope, flow -line of pipe, pipe material, embedment, length and construction method. a Standard construction details o Preliminary water line details, including connection details. o Traffic control and detour plans • The ENGINEER will develop the construction sequencing, traffic control and overall detour plans based upon guidance from the CM@R. o Preliminary summary of quantities o Specification listing 6.4.2 The ENGINEER will provide review of the CM@R's preliminary cost estimate. 6.4.3 The ENGINEER will conduct and document a Preliminary Design (60%) review meeting to review and respond to all comments received from the project team. Task 6.5 Final Design (90%) 6.5.1 The ENGINEER will respond to and address one (1) round of comments provided by the CITY and CM@R and prepare a Final Design (90%) Plan Set consisting of the elements in Task 6.4 as well as the following elements: o Surface repair sheets and details as needed o Final summary of quantities o Final specifications and special provisions 6.5.2 The ENGINEER will provide review of the CM@R's final cost estimate. 6.5.3 The ENGINEER will conduct and document a Final Design (90%) review meeting to review and respond to all comments received from the project team. SED -B Improvements 9 of 14 August 30, 2021 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 Task 6.6 Final Sealed (100%) Submittal 6.6.1 The ENGINEER will respond to and address one (1) round of comments provided by the CITY and CM@R and prepare a Final Sealed Design (100%) Plan Set consisting of the elements in Task 6.4 as well as the following elements: o Final summary of quantities o Final specifications and special provisions 6.6.2 The ENGINEER will provide review of the CM@R's GMF. Deliverables: Digital 22"x34" PDF Plan Set for Conceptual (30%), Preliminary (60%), Final (90%), and Final Sealed (100%) Utility Design. o Up to three (3) 22"x34" hard copies may be submitted at the CITY's request. Meeting notes for Conceptual (30%), Preliminary (60%), and Final (90%) Utility Design review meetings. ENGENEER's construction cost estimate and GMP review for Conceptual (30%), Preliminary (60%), Final (90%), and Final Sealed (100%) Utility Design. Task 7 Illumination Study Task 7.1 Kick-off Meeting The ENGINEER will conduct a kick-off meeting with the CITY, Denton Municipal Electric (DME), and SEDNA to determine design criteria and preferred light fixtures. Task 7.2 Photometric Analysis 7.2.1 The ENGINEER will provide a photometric analysis for the street segments identified in Attachment E based on existing infrastructure. Existing fixture locations and specification to be provided by DME. 7.2.2 The ENGINEER will provide a photometric analysis for the street segments identified in Attachment E based on proposed infrastructure in accordance with CITY and DME requirements. Proposed fixture specifications to be provided by DME. The photometric analysis will consist of modeling fixtures to meet roadway illumination level requirements. 7.2.3 The ENGINEER will prepare a 22"x34" photometric exhibit for each street segment. The ENGINEER will respond to and address one (1) round of comments from the CITY. 7.2.4 The following will be considered Additional Services: o Lighting design. o Electrical calculations. o 31) renderings. o Photometric analysis of street lighting exterior to the project. o Electrical voltage drop calculations. o Electrical service panel schedules. o One line diagrams. SED -B Improvements 10 of 14 August 30, 2021 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 o Structural calculations for light pole bases. o Bid assistance/construction support services. Task 8 Construction Phase Services Task 8.1 Pre -Construction Conference The ENGINEER will attend a pre -construction conference prior to commencement of work at the site. Task 8.2 Regular Construction Meetings The ENGINEER will attend monthly construction meetings with the project team. Task 8.3 Site Visits 8.3.1 The ENGINEER will visit the site up to twelve (12) times during construction and perform construction observation. 8.3.2 The ENGINEER shall not, during such visits or as a result of such observations of the CM@R's work in progress, supervise, direct, or have control of the CM@R's work, nor shall the ENGINEER have authority over or responsibility for the means, methods, techniques, equipment choice and usage, sequences, schedules, or procedures of construction selected by the CM@R, for safety precautions and programs incident to the CM@R's work, nor for any failure of the CM@R to comply with laws and regulations applicable to the CM@R's furnishing and performing the work. Accordingly, the ENGINEER neither guarantees the performance of any contractor nor assumes responsibility for any of the CM@R's failure to furnish and perform its work in accordance with the Contract Documents. Task 8.4 Recommendations with Respect to Defective Work Provide recommendations to the CITY that CM@R's work be disapproved and rejected while it is in progress if, on the basis of site visit evaluations, the ENGINEER believes such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Notwithstanding the foregoing, the CITY reserves the right to disapprove or reject the CM@R's work without a recommendation from the ENGINEER. Task 8.5 Clarifications and Interpretations Issue necessary clarifications and interpretations of the Contract Documents to the CITY as appropriate to the orderly completion of the CM@R's work. Such clarifications and interpretations will be consistent with the intent of the Contract Documents. Field orders authorizing variations from the requirements of the Contract Documents will be made by the CITY. Task 8.6 Change Orders 8.6.1 Recommend change orders to the CITY, as appropriate. 8.6.2 Review and make recommendations related to Change Orders submitted or proposed by the CM@R. SED -B Improvements 11 of 14 August 30, 2021 DocuSign Envelope ID; C727CD25-SC60-4F94-53ED-B4828166AFD1 Task 8.7 Shop Drawings and Samples Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which the CM@R is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such review and approvals or other action will not extend to means, methods, techniques, equipment choice and usage, sequences, schedules, or procedures of construction or to related safety precautions and programs. Assumes up to thirty (30) shop drawings. Task 8.8 Substitutes and "or -equal" Evaluate and determine the acceptability of substitute or "or -equal" materials and equipment proposed by the CM@R in accordance with the Contract Documents, but subject to the provisions of applicable standards of state or local government entities. Task 8.9 Inspections and Tests Review certificates of inspections and tests within the ENGINEER's area of responsibility for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. The ENGINER will be entitled to rely on the results of such tests and facts being certified. The scope of services assumes the pumps and motors will go through a non -witnessed factory test. Attending testing will be considered additional services. Task 8.10 Disagreements between City and Contractor As necessary, the ENGINEER will, with reasonable promptness, render initial written decision on all claims of the CITY and CM@R relating to the acceptability of the CM@R's work or the interpretation of the requirements of the Contract Documents pertaining to the progress of the CM@R's work. In rendering such decisions, the ENGINEER will be fair and not show partiality to the CITY or CM@R and will not be liable in connection with any decision rendered in good faith in such capacity. The initial decision of the ENGINEER shall be required as a condition precedent to mediation or litigation of any claim arising prior to the date final payment is due to the CM@R, unless thirty (30) days have passed after a claim has been referred to the ENGINEER with no decision having been rendered. Task 8.11 Final Walkthrough and Punchlist Preparation 8.11.1 Attend final walkthrough with the CM@R and CITY to determine if the completed work of the CM@R is generally in accordance with the Contract Documents. a. Limitation of Responsibilities: The ENGINEER will not be responsible for the acts or omissions of any contractor, suppliers, or of any other individual entity performing or furnishing the work. The ENGINEER will not have the authority or responsibility to stop the work of any contractor. 8.11.2 Compile punch list from information gathered during final walkthrough with the CITY and CM@R. SED -B Improvements 12 of 14 August 30, 2021 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 Task 9 Record Drawings Task 9.1 Record Drawings 9.1.1 Obtain and review comments and field changes on the construction plans from the CITY and CM@R. 9.1.2 Prepare record drawings based on comments and field changes. The ENGINEER will not be providing resident engineering services and will not be observing on a full- time basis and will therefore not seal the record drawings. The record drawings will be provided as digital 22"x34" PDF. SED-$ Improvements 13 of 14 August 30, 2021 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-84828166AFD1 ADDITIONAL SERVICES The following additional services are not anticipated as part of this Scope of Services agreement, however, can be provided if deemed necessary during the Project development process. The ENGWEER will not provide the additional services listed below without the written consent and approval of the CITY. • Redesign to reflect project scope changes requested by the CITY, CM@R, or TxDOT, required to address changed conditions or change in direction previously approved by the CITY, mandated by changing governmental laws, or necessitated by the CITY's acceptance of substitutions proposed by the contractor. • AdditionaI meetings. • Additional construction site visits • Additional construction shop drawing and sample review and comment • Additional traffic control plan details • Preparing right-of-way or easement documentation. • Construction management and inspection services. • Performance of materials or specialty testing services. • Services necessary due to default of the CM@R. • Design of franchise utility relocations. • Traffic signal design. • Illumination design beyond what is listed in the above scope of services. • Design of CITY utility relocations beyond what is listed in the scope of services. • Illumination design beyond what is Iisted in the scope of services. • Architectural or 3D renderings. • Services related to damages caused by fire, flood, earthquake or other acts of God. • Services related to warranty claims, enforcement, and inspection after final completion. • Services related to survey construction staking. • Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. • Performance of miscellaneous and supplemental services related to the project as requested by the CITY. • Any services not listed above. SED -S Improvements 14 of 14 August 30, 2021 Docu&gn Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 ATTACHMENT "B" SED -S IMPROVEMENTS Compensation Total compensation for the ENGINEER completed under the terms of this agreement shall be a total not -to -exceed $1,660,100 for all services including reimbursable expenses. The CITY shall compensate the ENGINEER as follows: BASIC SERVICES Lump Sum The ENGINEER will perform the services in Tasks 4-7 for the total lump sum fee below. Individual task amounts are informational only. All permitting, application, and similar project fees will be paid directly by the CITY. • Task 4 — Data Collection o Task 4.1— Data Collection and Analysis $ 120,000 o Task 4.2 — Topographic Survey $ 93,500 o Task 4.3 — Geotechnical Analysis $ 66,000 • Task 5 — Roadway Design $ 553,800 • Task 6 — Utility Design o Task 6.1 — Water Design $ 168,400 o Task 6.2 — Sanitary Sewer $ 90,700 • Task 7 — Illumination Studv $ 36,300 Lump Sum Total $ 1,128,700 Lump sum fees will be invoiced monthly based upon the overall percentage of services performed. Individual task amounts are provided for budgeting purposes only. The ENGINEER reserves the right to reallocate amounts among tasks as necessary. Hourly Not to Exceed The ENGINEER will perform the services in Tasks 1-3, 4.4, and 8-10 on a labor fee plus expense basis with the maximum labor fee shown below. • Task 1 — Project Management • Task 2 — Coordination Meetings • Task 3 — Public Involvement • Task 4 — Data Collection $ 70,700 $ 61,700 $ 22,900 o Task 4.4 — SUE Level B $ 239,600 • Task 8 — Construction Phase Services $ 111,200 • Task 9 — Record Drawings $ 19,800 • Task 10 — Reimbursable Exnenses $ 5,500 Hourly Not to Exceed Sum Total $ 531,400 SED -B Improvements 1 of 3 August 30, 2021 DocuSign Envelope ID: C727CD2"C60-4F94-B3ED-648281(36AFD1 The ENGINEER will not exceed the total maximum labor fee shown without authorization from the CITY. Individual task amounts are provided for budgeting purposes only. The 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. EXTRA SERVICES Any services not specifically provided for in the above scope and authorized by the CITY, will be billed as additional services, and performed at our then current hourly rates. SED -B Improvements 2 of 3 August 30, 2021 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 STANDARD RATE SCHEDULE The ENGINEER's hourly rate schedule is as shown below: Analyst Professional Senior Professional I Senior Professional II Senior Technical Support Support Staff Technical Support $120-$200 $180-$230 $220-$285 $265-$300 $145-$210 $90-$130 $90-$135 These rates are effective through June 30, 2022, after which they are subject to periodic adjustment. SED -S Improvements 3 of 3 August 30, 2021 DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 ATTACHMENT "C" CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Design Services for SED -B IMPROVEMENTS No modifications to the Standard Agreement are necessary for this project. City of Denton, Texas Page t of t DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 ATTACHMENT "D" PROJECT SCHEDULE Design Services for SED -B IMPROVEMENTS The ENGINEER will coordinate with the CITY and CM@R to develop an acceptable schedule during the project kick-off meeting. City of Denton, Texas Page 1 of 1 -DccuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828966AFD1 - ATTACHMENT E ® _ DENTON SED B - in =zoo feet PROJECT AREA a zaa aoa aoo Feet Date: 812712021 Proposed Roadway — Proposed Water — Proposed Wastewater DENTON Kimlep Horn r L _ L ■• W' ti 1� I m: t� � - ❑ a I _ Tli I �' LEH M T ER S7 i --' NT I 15T m `:V IVICKIINN EY ST' `r MCI 14NEY.. E PEEAII 5 - _- tui;i L.111 KORY $T. I_ EWAENUT O Il4ii —viOLBERRYST_ ESI CAIORE,ST___. v I rrl .yV RRP;IRIE ST - r u _ WARREN CTS a' to 1 N; 1` �a,. �'-- � ! ��.�. y,�L1AR'Tlr•1,LS,T . F M a 1 l r aPAWK LE i �. fviILL,57 �-0 ! :45 `' I G -v R c , 717-o Th E 777 _ .. ., I -. },. P N7 - r.r 1� �"�,��'', �' •.�. _.... _ I z r T- .. _ EaAUGHERTY�ST 1. wsTaoR DocuSign Envelope ID: C727CD25-BC60-4F94-B3ED-B4828166AFD1 Exhi bi t cIQ 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. 1 Name of vendor who has a business relationship with local governmental entity. Ki ml ey-Horn and Associates, Inc. 2 Check this box if you are filing an update to a previously filed questionnaire. (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 1 Name of local government officer about whom the information in this section is being disclosed. N/A 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? Ell F7 No Yes 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 0 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? E] E—] Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. N/A 4 ❑x I have no Conflict of Interest to disclose. $ Docu5igned by: j4 Ar,, u 9/8/2021 Si @$r'$@ng business with the governmental entity Date