21-269821-2698
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH
OSMOSE UTILITIES SERVICES, INC., FOR POLE INSPECTION SERVICES FOR DENTON
MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AN EFFECTIVE DATE (RFP 7796 —AWARDED TO OSMOSE UTILITIES
SERVICES, INC., IN THE TWO (2) YEAR NOT -TO -EXCEED AMOUNT OF $300,000.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for Pole
Inspection Services for Denton Municipal Electric; and
WHEREAS, the City Manager, or a designated employee, has received, reviewed, and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for
proposals; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies, or services shown in the "Request Proposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
7796 Osmose Utilities Services, Inc. $300,000.00
SECTION 2. That by the acceptance and approval of the above numbered items of the
submitted proposals, the City accepts the offer of the persons submitting the proposals for such items
and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms,
specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. That should the City and person submitting approved and accepted items wish
to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the
proposals, the City Manager, or their designated representative, is hereby authorized to execute the
written contract which shall be attached hereto; provided that the written contract is in accordance
with the terms, conditions, specifications, standards, quantities, and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City 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 their designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by ":)e S' , y ; 5 and
seconded by�j C : c, -,n "t�ec,It- This ordinance was passed and approved by the
following vote [j_ - 0 1:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: y
Vicki Byrd, District 1: ✓
Brian Beck, District 2:
Jesse Davis, District 3: ✓
Alison Maguire, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6: ✓
PASSED AND APPROVED this the 14**r` day of � , 2021.
Z"' - � ///- -
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA BIOS, CITY SECRETARY
�W-_ _i- 09
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by Marcella
Lunn
DN: cn=Marcella Lunn, o,
��,dy 61 .� t ou=City of Denton,
-kms— —__email=marcella.lunn@cityo
BY: fdenton.com, c=US
Date: 2021.11.30 09:14:29
-06'00'
DocuSign Envelope ID: 35bEC40E-1ED3-47A5-BDFE-07CE486A2414
CITY
OF A
DENTON
Docusign City Council Transmittal Coversheet
RFP
7796
File Name
Distribution Pole Inspection
Purchasing Contact
christa Christian
City Council Target Date
DECEMBER 14, 2021
Piggy Back Option
Yes
Contract Expiration
DECEMBER 14, 2023
Ordinance
21-2698
E
DocuSign Envelope ID: 358EC40F-1 ED347A5-B1DFE-07CE486A2414
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 7796
STATE OF TEXAS
COUNTY OF DENTON
THIS 1 AGREEMENT (the "Agreement") is made and entered into on
12/
by and between the City of Denton, Texas, a Texas municipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called "OWNER" and Osmose Utilities Services, Inc, with its corporate
office at 635 Highway 74 South, Peachtree City, Georgia 30269 , hereinafter called
"CONSULTANT," acting herein, by and through their duly authorized representatives.
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, Distribution Pole Inspections, as described
in Exhibit. A, which is on file at the purchasing office and incorporated herein (the
"Project").
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 1 of 22
DocuSign Envelope ID: 358EC40F-1 ED3-47A5-l3DFE-07CE486A2414
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. The CONSULTANT shall perform all those services as necessary and as described in the
OWNER's RFP 7796 — Distribution Pole Inspections, which is on file at the purchasing
office and made a part hereof as Exhibit A as if written word for word herein.
B. To perform all those services set forth in CONSULTANT's proposal, which proposal is
attached hereto and made a part hereof as Exhibit B as if written word for word herein.
C. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit B, which shall be attached to this Agreement and made a part
hereof.
D. 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 C.
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 B.
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 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 2 of 22
DocuSign Envelope ID: 358EC40F-1 ED3-47A5-BDFE-07CE486A2414
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 B. 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
CO-NIPENSATION
A. COMPENSATION TERMS:
1. "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. "Direct Non -Labor Expense" is defined as that 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 C 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 $300,000.
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 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 3 of 22
DocuSign Envelope ID: 358EC40F-1 ED3-47A5-13DFE-07CE486A2414
in Article III "Additional Services," without obtaining prior 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 C. 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
services and expenses within thirty (30) days after receipt of the CONSULTANT's
undisputed statement thereof, the amounts due the CONSULTANT will be paid interest
in accordance with the Texas Government Code 2251.025. Additionally, the
CONSULTANT may, after giving seven (7) days' written notice to the OWNER,
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
unsatisfactory, in accordance with this Article V, "Compensation," there is a bona fide
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
All documents prepared or furnished by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) strictly 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
furnished by the CONSULTANT are intended only to be applicable to this Project, and
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 4 of 22
DocuSign Envelope ID: 358EC40E-1ED3-47A5-BDFE-07CE486A2414
OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense.
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 ON NER 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, CAUSED
BY 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. IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE
BETWEEN CONSULTANT AND ON NER, EACH PARTY SHALL BE RESPONSIBLE
FOR THE PERCENTAGE OF NEGLIGENCE ATTRIBUTED TO IT BY AGREEMENT
BETWEEN THE PARTIES OR IN A COURT OF COMPETENT JURISDICTION.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at
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 D 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
out of or relating to this Agreement, involving one party's disagreement may include the other
party to the disagreement without the other's approval. Mediation will not be a condition
precedent to suit.
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 5 of 22
DocuSign Envelope ID: 358EC40F-1 ED3-47A5-BDFE-07CE486A2414
ARTICLE XI
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days' advance written notice to the other party.
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
termination, in accordance with Article V "Compensation." Should the OWNER
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.
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 6 of 22
DocuSign Envelope ID: 358EC40F-1 ED3-47A5-BDFE-07CE486A2414
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
specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing:
To CONSULTANT:
Osmose Utilities Services, Inc.
Jose Villalba, Vice President -Contracts
635 Highway 74 South
Peachtree City, GA 30269
To OWNER:
City of Denton
Purchasing Manager —File 7796
901B Texas Street
Denton, Texas 76201
All notices shall be deemed effective upon receipt by the parry to whom such notice is
given, or within three (3) days' mailing.
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.
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 7 of 22
DocuSign Envelope ID: 358EC40E-1ED3-47A5-BDFE-07CE486A2414
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.
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.
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 8 of 22
DocuSign Envelope ID: 358EC40E-1ED3-47A5-BDFE-07CE486A2414
ARTICLE XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A — RFP 7796 — Distribution Pole Inspections (on file at the purchasing office)
Exhibit B — Consultant's Proposal
Exhibit C — Consultant's Compensation Rate Sheet
Exhibit D — Consultant's Insurance Requirements
Exhibit E — Conflict of Interest Questionnaire
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.
C. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be to be determined prior to job start. 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. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's
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.
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 9 of 22
DocuSign Envelope ID: 358EC40E-1ED3-47A5-BDFE-07CE486A2414
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
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 constitute, in the OWNER'S sole discretion, grounds for termination thereof. Each of
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
Consultant 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, Consultant certifies that Consultant's signature
provides written verification to the City that Consultant. (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.
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 10 of 22
DocuSign Envelope ID: 358EC40E-1ED3-47A5-BDFE-07CE486A2414
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,
Consultant certifies that Consultant's signature provides written verification to the City that
Consultant, 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
Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the
Consultant submits the signed contract. The Texas Ethics Commission has adopted rules
requiring the business entity to file Form 1295 electronically with the Commission.
Consultant will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.948.
The consultant shall:
1. Log onto the State Ethics Commission Website at:
https://www.ethics.state.tx.us/whatsnew/elf info forml295.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 purchasingkcityofdenton.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
Commission's website within seven business days.
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
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 11 of 22
DocuSign Envelope ID: 358EC40F-1 ED3-47A5-BDFE-07CE486A2414
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 Consultant shall complete and submit the City's
Conflict of Interest Questionnaire.
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 12/14/2021
CONSULT DocuSigned by:
BY: 440 va"
AUTH GNATURE
Printed Name: Jose Villalba
Title: Vice President -Contracts
770-632-6700
PHONE NUMBER
osmosecontractsgosmose. com
EMAIL ADDRESS
826728
_2021 -
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF D � ig qN, TEXAS
BY:
Sar ens e
CITY MANAGER
ATTEST:
ROSA RIO§ . CI'T'Y SECRETARY
DocuSigne y:
BY: PI -44 PZ"
APPROVED AS TO LEGAL FORM:
Mack Rei nwand CITY ATTORNEY
DocuSigned by:
BY:[MtvuA.in,
:l.
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
FA
DocuSigned by:146LAi6 fes` Antonio Puente
T1(;RXTM PRINTED NAME
DME General Manager
TITLE
Electric
DEPARTMENT
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 12 of 22
DocuSign Envelope ID: 358EC40E-1ED3-47A5-BDFE-07CE486A2414
Exhibit A
RFP 7796 — Distribution Pole Inspections
(on file in the purchasing office)
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 13 of 22
DocuSign Envelope ID: 358EC40F-1 ED3-47A5-l3DFE-07CE486A2414
EXHIBIT B - CONTRACTOR'S PROPOSAL
osmoSe Resilient Grids. Strong Networks, Safe Energy.
Executive Summary
Osmose has been a long-standing and trusted contractor -of -choice for Municipals, Co -Ops and IOU's in
Texas including the City of Weatherford, Bryan Texas Utilities, Kerrville Public Utilities, Pentex Electric
Cooperative, CoSery Electric Cooperative, Oncor and EI Paso Electric to name a few. Osmose operations
teams have safely and successfully performed pole inspection and restoration, storm damage assessment,
circuit patrol and thermography, desktop and field pole loading analysis, asset network inventory and joint
use audits, steel structure inspection and repair and other services over millions of structures for these
customers. Osmose has developed, implemented and successfully integrated industry leading strength
evaluation (StrengthCalc®), load evaluation (LoadCalc®) and pole loading analysis (O -Calc® Pro)
software. Osmose continues to actively contribute and lead the wood science field through the
development and manufacturing of external and internal wood preservatives. Our data science and
analytics team has developed Osmolytics, the industry leading predictive modeling for structural resiliency
and planning of utility infrastructures. Because of this hands-on experience acquired over many years, and
investment in research and development of the industry, Osmose is uniquely positioned to partner with
City of Denton and support the development and evolution of a best in class program. Additionally,
Osmose is familiar with the neighboring utilities and geography of the City of Denton, which enables us to
leverage our work practices, technology, tools and safety culture. We are proud to be such an integral part
of the contractor community and look forward to working hand-in-hand with City of Denton. Year over
year Osmose safely and successfully inspects over 6,000,000 wood poles.
As an integral part of the solutions provided in this proposal, Osmose is respectfully submitting the next
generation of fumigant treatment, OsmoFumeTM for consideration. OsmoFume is a newly released product
that provides an increase in applicator and environmental safety while maintaining effectiveness in
controlling internal fungal decay within wood utility poles. This unique patented solid -stick formulation is
designed to achieve optimal fumigant performance by improving methylisothiocyante (mitc) production,
minimizing applicator exposure and reducing the risk of accidental release to the environment. This same
fumigant was utilized in the work completed in 2021.
The solution package presented herein pre-,ents a holistic approach to the 7796 Electric Distribution Pole
Inspections RFP that is both scalable and integrates with other services, solutions and data deliverables
provided by Osmose.
Osmose Utilities Services, Inc. - osmose.com 4 1 P a g e
DocuSign Envelope ID: 358EC40F-1 ED3-47A5-BDFE-07CE486A2414
OSfYtOSe
Resilient Grids. Strong Networks. Safe Energy.
All Products & Services
Wood Structure Services
Engineering Services
Wood Pole Inspection
Structural Load Analysis and Design
• Strength Assessment (Decay and Damage
Pole Replacement Design
Assessment)
Distribution Design
• Load Assessment
System Studies and Hardening
• Ground Resistance Testing
GIS Inventories
• Ground Rod Installation
• Ground Wire Inspection, Repair, and Molding
Joint Use Services
Installation
Attachment Audits
• Guy Anchor Eye and Guy Inspection
Attachment Agreement Review
• Guy Marker Installation
Audit Cost -Recovery and Attachment Rental
Remedial Treatment and Life Extension
(Billing)
FireGuard' Application
Transfers, Double -Wood, Violation Notification,
Tag, Marker, and Sign Installation
and Remediations
Surveys and Audits - Overhead Facilities, Clearances, and
Attachment Request Processing and Notifications
Safety
Pole Loading Analysis and Clearance Evaluations
Pole Restoration and System Hardening
Make -Ready Design and Work Order Creation
• Restoration of Decayed Poles
• Pole Class Upgrading
Software Products
Steel Structure Services
Osmose 360T^^ Customer Portal
0 -Calc® Pro - Pole Loading Analysis and Clearance
Steel Pole and Tower Assessments
Evaluation
• Structural Condition Evaluation
O-Calc,1 Pro Enterprise
• Corrosion Potential (Environmental) Evaluation
O -Calci Pro Professional Services
Substation Assessment and Restoration
Corrosion Mitigation
Other Services and
• Application of Protective Coatings
• Design and Installation of Cathodic Protection
Products
Systems
Engineered Restoration Design and Installation
(Asset Management Predictive
• Concrete Foundation
Modeling)
Modeling)
• Steel Tower and Pole
Project Management
Storm Response Services
Distribution System Inventories
Underground System Services
Infrared Inspections
Padmount/Cabinet Inspection and Maintenance
LiDAR Collection and Analysis
• Cabinet Repair and Painting
Streetlight Surveys
• Cabinet Leveling
Osmose Pole and Line Products
• Insect Control
Pole Restoration Products
• Tag and Decal Replacement
Remedial Treatments and Inspection
Manhole, Service Box, and Vault Inspection and
Supplies
Maintenance
Pole Top Protection
• Minor Maintenance and Repairs
Fire Protection
• Conductor Tagging and Marking
Woodpecker Repair Products
• Isolation Transformer Installation
Barrier Systems
Mobile Contact Voltage Detection
DocuSign Envelope ID: 358EC40E-1ED3-47A5-BDFE-07CE486A2414
Exhibit C
Consultant's Compensation Rate Sheet
Bid Lines
9 Labor, equipment, material, and transportation for the above ground visual inspection of power poles.
Quantity: 10000 uom: each price: 1 $5.98 1 Total f $69,800.00
2 Labor, equipment, material, and transportation for the sounding and baring of woad power poles.
Quantity: 6000 UOM: each Price: 1 $4.821 Total: $28,920.00
3 Labor, equipment, material, and transportabon for the partial excavation of wood power poles.
Quantity: 3000 UOM: each Price: $7.951 Total: $23,850.00
4 Labor, equipment, material, and transportation for the full excavation of wood power pales.
Quantity: 500 UOM: each Prig: $29.40 Total r $14,700.00
IU: 35tStl:4U r-1 tU3-4 /Ab-tSUF t -U / Ut4t$bAL414
5 Labor, equipment, material, and transportation for the partial external ground -line treatment of wood power poles.
(Response required)
Quantity: 1000 UOM: each Price: $ 5.50 Total: $ 5 500.00
Supplier Notes:
F1 Additional notes
(Attach separate sheet)
6 1 Labor, equipment, material, and transportation for the full external ground -line treatment of wood power poles.
(Response required)
Quantity: 1000 UOM: each Price: 1 $ 6,501 Total: 1 $ 6 500.00
Supplier Notes:
❑ Additional notes
(Attach separate sheet)
7 Labor, equipment, material, and transportation for the fumigant treatment of wood power poles.
(Response required)
Quantity: 3000 UOM: each Price: $ 16.89 Total: $ 50,670.00
Supplier Notes:
❑ Additional notes
(Attach separate sheet)
8 Labor, equipment, material, and transportation for the internal void treatment of wood power poles.
(Response required)
Quantity: 1000 UOM: each Price: $ 10.40 Total: $ 10,400.00
Supplier Notes:
❑ Additional notes
(Attach separate sheet)
9 MISCELLANEOUS AND OPTIONAL WORK MAYBE REQUIRED BUT IS NOT GUARANTEED. THE BID PRICE
QUOTED WILL BE USED IN EVALUATING THE LOWEST RESPONSIBLE BID (BID ITEMS 010 - 012)
1 Labor, equipment, material and delivery of a digital photo for each pole inspected.
0 (Response required)
Quantity: 10000 UOM: each Price: $ 1.501 Total:F$ 15,000.00
Supplier Notes:
❑ Additional notes
(Attach separate sheet)
1 Labor, equipment, material and delivery of GPS coordinates for each pole inspected.
1 (Response required)
Quantity: 10000 UOM: each Price: $ 0.00 1 Total: $ 0.00
Supplier Notes:
1 Miscellaneous labor (hourly pricing)
2 (Response required)
Quantity: 500 UOM: each
Supplier Notes:
❑ Additional notes
(Attach separate sheet)
Price: 1 $ 1 Total: $
Osmose will provide hourly rates with DME if specific services require.
X❑ Additional notes
(Attach separate sheet)
Page 24 of 25 pages Deadline: 9/14/2021 11:00 AM (C1) 7796
DocuSign Envelope ID: 358EC40E-1ED3-47A5-BDFE-07CE486A2414
Osmose. Resilient Grids. Strong Networks. Safe Energy.
Bid Lines Number 12 -Miscellaneous
labor (hourly pricing) Additional Notes
(11/23/21)
Number 12 - Miscellaneous labor (hourly ricing)
• Foreman & Truck Hourly Pricing
$115.00 per hour
• Crew Member $ 55.00 per hour
DocuSign Envelope ID: 358EC40E-1ED3-47A5-BDFE-07CE486A2414
Exhibit D
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 determin a in advan ce
of Bid submission the availability of insurance certifcates and endorsements as prescribed
and provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirentents, that bidder Wray be disqualifted from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder
shall have a ditty to maintain throughout the 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 Purchasing Department, 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:
Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A- VII or better.
• Commercial General Liability policies shall be endorsed to provide the following:
• Name as additional insured the City of Denton, its Officials, Agents,
Employees and volunteers. Additional insured status shall only apply to the
alleged negligent act or failure to act by Bidder.
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 16 of 22
DocuSign Envelope ID: 358EC40F-1 ED3-47A5-BDFE-07CE486A2414
• That such insurance is primary to any other insurance available to the
additional insured with respect to claims covered under the policy and that this
insurance applies separately to each insured against whom claim is made or
suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled before the expiration date.
• Should any of the required insurance be provided under a claims -made form,
Contractor shall maintain such coverage continuously throughout the term of
this contract and, without lapse, for a period of one year beyond the contract
expiration, such that occurrences caused during the contract term which give
rise to claims made after expiration of the contract shall be covered.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
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 ] A. General Liability Insurance:
General Liability insurance occurrence and aggregate limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used.
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 17 of 22
DocuSign Envelope ID: 358EC40E-1ED3-47A5-BDFE-07CE486A2414
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU)
exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,004.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability caused by the operation, maintenance and use of all
automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned, hired and non -owned autos.
[X] Workers' Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with
§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's
Compensation Commission (TWCC).
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 18 of 22
DocuSign Envelope ID: 358EC40F-1 ED3-47A5-BDFE-07CE486A2414
[X] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a "blanket' basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 19 of 22
DocuSign Envelope ID: 358EC40F-1 ED3-47A5-l3DFE-07CE486A2414
ATTACHMENT 1
[ ] Workers' Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate") -A copy of a certificate of insurance, a
certificate of authority to self -insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner -operators, employees of any such entity, or
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as foodibeverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 20 of 22
DocuSign Envelope ID: 358EC40E-1ED3-47A5-BDFE-07CE486A2414
1) a certificate of coverage, prior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage
for all persons providing services on the project; and
2) no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1) provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3) provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4) obtain from each other person with whom it contracts, and provide to the
contractor:
a) certificate of coverage, prior to the other person beginning work on the
project; and
b) a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 21 of 22
DocuSign Envelope ID: 358EC40E-1ED3-47A5-BDFE-07CE486A2414
5) retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
6) notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
7) Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self -Insurance Regulation. Providing
false or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor's failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
City of Denton, Texas Contract 7796
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 22 of 22
DocuSign Envelope ID: 358EC40E-lED3-47A5-BDFE-07CE486A2414
EXHIBIT E
CONFLICT OF INTEREST QUESTIONNAIRE
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 FI.R. 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 fled 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.
Osmose Utilities Services, Inc.
z
Check this box if you are Ming 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`s 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?
F] Yes E-1 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 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?
Yes E-1 No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Cdnflict of Interest to disclose.
5
01U-4L4�A— Vice President -Contracts September 13, 2021
Signab4 of vendor doing business with the governmental entity Date