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22-153ORDINANCENO. 22-153 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH LJA ENGINEERFNG, INC., FOR SIGNAL RE-TIMING CONSULTING SERVICES ALONG UNIVERSITY DRIVE (US 380) FROM IH 35 TO NORTHBELL AVENUE FOR THE TRAFFIC AND ENGINEERING DEPARTMENT AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7292-o04 – PROFESSIONAL SERVICESAGREEMENT FOR CONSULTING SERVICES AWARDED TO LJA ENGINEERING, INC.. IN THE NOT-TO-EXCEED AMOUNT OF $97,500.00). WHEREAS, on March 23, 2021, the City Council approved a pre-qualified professional services list of state certified Transportation Engineers for various improvements and public safety- related projects within the City of Denton (Ordinance 21-554), and 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 to LJA Engineering, Inc., to provide professional consulting services for the City of Denton, 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, 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 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. ;q I F : I H I :+ • + •= : ; 1 b ! ' n I I U F + P The motion to approve this ordinance was made by Bri h,, Bcc k and seconded by Jesse t)hvl'5 . This ordinance was passed and approved bythe following vote n - Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 : Brian Beck, District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Deb Annintor, At Large Place 5 : Paul Meltzer, At Large Place 6: /Z / ,/ ,/ IZ1/ PASSED AND APPROVED thi, th, as t- d,y ,f J A'.VAr y _, 2022. iA ATTEST: ROSA RIOS, CITY SECRETARY DeputyCWSmw APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: cn=Marcella Lunn. o, ou=City cHILt \jLAVb :It:::',I=;„II.J„„„~dd_ XJ 1 • IIn rnm. r=1 ISDate: 2022.01.06 16:33:30 -06'00' BY: W ,\\II : I IIzqa'\\?: I a DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 DENTON Docusign City Council Transmittal Coversheet 7292-004 File Name Slgna1 Re–Timing Project P„rchasing Contact c ''i p '"'‘ City C,,„,iI T„g,t D,t, ’ "~-"-“ 25’ 2022 p1 i cab1 ePiggy Back Option Contract Expiration Ordinance r JH Not AP N/A 22-153 + b I DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONALSERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality("CITY"), and LJA Engjneering, Inc.. with its corporate office at 3600 W Sam HoustonPkwv S #600, Houston, TX 77042 and authorized to do business in Texas,('’ENGINEER"), for a PROJECT generally described as: US 380 Signal Re-Timing (the"PROJECT") £E£lIQEIScope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agreesto perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connectionwith the PROJECT. B.Additional services, if any, will be requested in writing by the CITY. CITY shall not payfor any work performed by ENGINEER or its consultants, subcontractors and/orsuppliers 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 oralorders of any person . SECTION 2Compensation and Term of Agreement A.The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $97,500 in the manner and in accordancewith the fee schedule as set forth in Attachment A. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to completethe 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 continuefor 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 A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 1 of 18 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but notlimited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under thisAGREEMENT. Invoices for the uncontested performance of the particularservices are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of anybalance for the uncontested performance of the services will be due within 30days of receipt of the final invoice . (4) in the event of a disputed or contested billing, only that portion so contested willbe 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 7days' written notice to CITY, suspend services under this AGREEMENT untilpaid in full. In the event of suspension of services, the ENGINEER shall haveno liability to CITY for delays or damages caused the CITY because of suchsuspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similarcircumstances and professional license; and City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/1 8 Page 2 of 18 DocuSign Envelope ID: 8663A35C-D8Al-4472-8B8F-1926918B44D9 (2) as expeditiously as is prudent considering the ordinary professional skill andcare of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity forsubcontract work such as special surveys, tests, test borings, or othersubsurface 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 furnishedby the CITY, unless otherwise specified in Attachment A. (2) in soils, foundation, groundwater, and other subsurface investigations, theactual 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 mayoccur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of theENGINEER. 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 byCITY, which shall become the property of the CITY upon payment in full for all undisputed amounts owed to ENGINEER for services rendered. CITY may use such drawings in anymanner it desires; provided, however, that the ENGINEER shall not be liable for the use ofsuch 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 CITYand/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, andresponsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating andcompleting all portions of the construction work in accordance with theAGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority toexercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 3 of 18 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 (2) Except to the extent of specific site visits expressly detailed and set forth inAttachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progressor quality of the completed work on the PROJECT or to determine, in general, ifthe work on the PROJECT is being performed in a manner indicating that thePROJECT, when completed, will be in accordance with the AGREEMENTDocuments, nor shall anything in the AGREEMENT Documents or thisAGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discoverlatent defects in the work or otherwise check the quality or quantity of the workon the PROJECT. If the ENGINEER makes on-site observation(s) of adeviationfrom the AGREEMENT Documents, the ENGINEER shall inform theCITY. (3) When professional certification of performance or characteristics of materials,systems or equipment is reasonably required to perform the services set forth inthe Scope of Services, the ENGINEER shall be entitled to rely upon suchcertification to establish materials, systems or equipment and performancecriteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the currentavailable information at the time of preparation, in accordance withAttachmentA (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; andother economic and operational factors that may materially affect the ultimatePROJECT 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 progresspayments to the construction contractor will be based on the ENGINEER's knowledge,information, and belief from selective sampling and observation that the work hasprogressed to the point indicated. Such recommendations do not represent thatcontinuous or detailed examinations have been made by the ENGINEER to ascertain that City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/1 8 Page 4 of 1 8 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 the construction contractor has completed the work in exact accordance with theAGREEMENT Documents; that the final work will be acceptable in all respects; that theENGINEER 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, orencumbrances; 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 compiledand furnished by others, and may not always represent the exact location, type of variouscomponents, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from othersthat is incorporated into the record drawings. 1.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 toexamineand photocopy any directly pertinent books, documents, papers and records ofthe 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 andappropriate work space in order to conduct audits in compliance with theprovisions of this section. The CITY shall give ENGINEER reasonable advancenotice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreementshereunder a provision to the effect that the subconsultant agrees that the CITYshall, until the expiration of five (5) years after final payment under thesubcontract, have access to and the right to examine and photocopy anydirectly 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 beprovided 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 intendedaudits (3) ENGINEER and subconsultant agree to photocopy such documents as may berequested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed . City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18Page 5 of 18 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 J. INSURANCE (1) ENGINEER’S INSURANCE a.Commercial General Liability - the ENGINEER shall maintaincommercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per eachoccurrence with a $2,000,000.00 aggregate. If such Commercial GeneralLiability insurance contains a general aggregate limit, it shall applyseparately to this PROJECT or location. i.The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insuredendorsement or a substitute providing equivalent coverage, andunder the commercial umbrella, if any (or such insurance should have a blanket additional insured endorsement). This insuranceshall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. TheCommercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify:premises/operations, products/completed operations,contractual, personal injury, or advertising injury, which arenormally contained within the policy,unless the CITY specificallyapproves such exclusions in writing. 11.ENGINEER waives all rights against the CITY and its agents,officers, directors and employees for recovery of damages to theextent these damages are covered by the commercial generalliability or commercial umbrella liability insurance maintained inaccordance with this AGREEMENT. b.Business Auto – the ENGINEER shall maintain business auto liabilityand, if necessary, commercial umbrella liability insurance with a limit ofnot less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-ownedautos, when said vehicle is used in the course of the PROJECT. If theengineer owns no vehicles, coverage for hired or non-owned isacceptable. 1.ENGINEER waives all rights against the CITY and its agents,officers, directors and employees for recovery of damages to theextent these damages are covered by the business auto liability orcommercial umbrella liability insurance obtained by ENGINEERpursuant to this AGREEMENT or under any applicable autophysical damage coverage. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/1 8Page 6 of 18 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 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. 11.ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to theextent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained byENGINEER pursuant to this AGREEMENT. C.Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim andaggregate. The policy shall contain a retroactive date prior to the date ofthe AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 yearsfollowing the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted tothe CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained allrequired insurance shall be attached to this AGREEMENT prior to itsexecution . b.Applicable policies shall be endorsed to name the CITY an AdditionalInsured thereon, subject to any defense provided by the policy, as itsinterests may appear (or such insurance should have a blanketadditional insured endorsement). The term CITY shall include itsemployees, officers, officials, agents, and volunteers as respects thecontracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policiesdocumented thereon . d. Any failure on part of the CITY to attach the required insurancedocumentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or non-renewalmaterial change incoverage shall be provided to the CITY. A ten (10) City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 7 of 18 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 days notice shall beacceptable in the event of non-payment of premium. Notice shall be sentto the respective Department Director (by name),City of Denton, 901 Texas Street, Denton, Texas 76209. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M.Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g.The deductible will not exceed any amount which may impair theENGINEER’s ability to meet its financial obligations under the insurance policy. The CITY, at it sole discretion, may consent to alternativecoverage maintained through insurance pools or risk retention groups.Dedicatedfinancial resources or letters of credit may also be acceptableto the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogationin favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurringexpense, 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 aclaims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shallstate 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 finalpayment and termination of any coverage required to be maintained afterfinal payments. I The CITY shall not be responsible for the direct payment of anyinsurance 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. Whensub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on acertificate of insurance. n. To the fullest extent permitted by law, ENGINEER’s total liability to CITY City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 8 of 1 8 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 or any other party claiming by or through this Agreement for any and allclaims, losses, expenses or damages whatsoever arising out of or in anyway related to the Services or this AGREEMENT from any causesincluding, but not limited to, ENGINEER's negligence, errors, omissions, strict liability, or breach of contract and whether claimed directly or by way of contribution shall not exceed the limits of applicable insurance requiredherein 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 superiorshall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it willmake disclosure in writing of any conflicts of interest that develop subsequent to thesigning 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 qualifiedsubcontractor 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 designcriteria and/or current engineering practice standards which the ENGINEER should havebeen 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 designchanges are required due to the changes in the permitting authorities' published designcriteria and/or practice standards criteria which are published after the date of thisAGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation willbe made through an amendment to this AGREEMENT. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 9 of 18 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1 926918B44D9 O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed perAttachment A 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, onthe grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjectedto 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 employmentpractice against individuals with disabilities as defined in the ADA. £E£lIQE: Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for theENGINEER's performance of its services. The CITY will perform, at no cost to theENGINEER, 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. TheCITY 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, andpay 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 theENGINEER's services or PROJECT construction. D. Timely Review City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/1 8Page 10 of 18 DocuSign Envelope ID: 8663A35C-D8Al-4472-8B8F-1926918B44D9 The CITY will examine the ENGINEER's studies, reports, sketches, drawings,specifications, proposals, and other documents; obtain advice of an attorney, insurancecounselor, 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 timelymanner in accordance with the PROJECT schedule prepared in accordance withAttachment A. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes orbecomes aware of any development that affects the scope or timing of the ENGINEER'sservices 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. Inconsideration of the associated risks that may give rise to claims by third parties or employees ofCity, City hereby releases ENGINEER from any damage or liability related tothe presence of such materials. (2) The release required above shall not apply in the event the discharge, releaseor escape of hazardous substances, contaminants, or asbestos is a result ofENGINEER’s negligence or if ENGINEER brings such hazardous substance,contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E.regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor’s negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materialssuppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, andsubcontractors, for any claim arising out of, in connection with, orresulting from the engineering services performed. Only the CITYwill be the beneficiary of any undertaking by the ENGINEER." City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18Page 11 of 18 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 (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 orperson regarding the PROJECT a provision that such entity or person shallhave 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 structuresassociated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacementcost value of the PROJECT. The CITY may provide ENGINEER a copy of thepolicy 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 requestedassistance to support, prepare, document, bring, defend, or assist in litigation undertakenor defended by the CITY. In the event CITY requests such services of the ENGINEER, thisAGREEMENT 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 thisAGREEMENT. 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 amendmentto this AGREEMENT with appropriate CITY approval. £E£lIQESGeneral Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of awritten Notice to Proceed from the CITY. B. Reuse of Project Documents City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 12 of 18 DocuSign Envelope ID: 8663A35C-D8Al-4472-8B8F-1926918B44D9 All designs, drawings, specifications, documents, and other work products of theENGINEER, whether in hard copy or in electronic form, are instruments of service for thisPROJECT, 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 ofservice 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 ofGod, strikes, lockouts, accidents, or other events beyond the control of the ENGINEERthat 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 toENGINEER. b.by either the CITY or the ENGINEER for cause if either party failssubstantially to perform through no fault of the other and thenonperforming party does not commence correction of suchnonperformance within 5 days’ written notice or thereafter fails todiligently 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 otherdata storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document thework underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 13 of 18 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-192691 8B44D9 The CITY may suspend, delay, or interrupt the services of the ENGINEER for theconvenience of the CITY. In the event of such suspension, delay, or interruption, anequitable adjustment in the PROJECT's schedule, commitment and cost of theENGINEER's personnel and subcontractors, and ENGINEER's compensation will bemade F. Indemnification IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINSTLIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’SAGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICHTHE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE ISCAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONALTORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY ASUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITSREASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’SLIABILITY G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior writtenconsent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, itsinterpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. 1.Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to beinvalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceabilitywill not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F.,6.B., 6.D., 6.F., 6.H., and 6.1. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect thisAGREEMENT 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 bodieshaving jurisdiction or authority for such enactment. No plea of misunderstanding or City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 14 of 1 8 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFYAND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS ANDEMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OFTHE 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 whoperform work under this AGREEMENT, including completing the Employment EligibilityVerification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY with copiesof all 1-9 forms and supporting eligibility documentation for each employee who performswork 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 beperformed by any ENGINEER employee who is not legally eligible to perform suchservices. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROMANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THISPARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the rightto 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 forgoods 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 thecontract. The terms “boycott Israel” and “company” shall have the meanings ascribed tothose terms in Section 808.001 of the Texas Government Code. By sIgning thisAGREEMENT, ENGINEER certifies that ENGINEER’S signature provides writtenverification to the CITY that ENGINEER: (1) does not boycott Israel; and (2) will notboycott 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. Bysigning this AGREEMENT, ENGINEER certifies that ENGINEER’S signatureprovides written verification to the CITY that ENGINEER, pursuant to Chapter 2252, is not ineligible to enter into this AGREEMENT and will not become ineligible toreceive payments under this AGREEMENT by doing business with Iran, Sudan, ora foreIgn terrorist organization . Failure to meet or maintain the requirements under this provision will be considered a material breach. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 15 of 18 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1 926918B44D9 N. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908of 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 Cityat the time the Engineer submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with theCommission. Engineer will be required to furnish a Certificate of Interest Parties before the contract isawarded, in accordance with Government Code 2252.908. The contractor shall: 1 2 3 4 5 6. Log onto the State Ethics Commission Website at :https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm Register utilizing the tutorial provided by the StatePrint a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract.Complete and sign the Form 1295Email 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 30thday 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 theCity 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 besubject to disciplinary action up to and including dismissal. Any violation of thisprovision, with the knowledge, expressed or implied, of the Contractor shall render theContract voidable by the City. The Engineer shall complete and submit the City’sConflict of Interest Questionnaire. P. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entireAGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/1 8Page 16 of 1 8 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 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 thesame instrument. The following attachments and schedules are hereby made a part ofthis AGREEMENT: Attachment A - Scope of Services, Compensation, and Project Schedule 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 anyof the provisions of the AGREEMENT documents, the inconsistency or conflict shallberesolved by giving precedence first to the written AGREEMENT then to the AGREEMENTdocuments in the order in which they are listed above. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18Page 17 of 18 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 Duly executed by each party’s designated representative to be effective on the datesubscribed by the City Manager. ENGINEER CITY OF DENTON, TEXAS DoeuSlgn8d bv LLb SdLyBCk BY: WEB-SIGNATURE ;7XXSA MANAGER INTERIM CITY Printed Name: Kenneth Schrock ATTEST: ROSA RIOS, CITY SECRETARYTitle: Senior Vice President 5129835909 PHONE NUMBER '[Xx:uSlgn•d by: Re+R&et IC5CA8C5EI 75493 BY: ksch rock@1 j a . com EMAIL ADDRESS 2021-829056 APPROVED AS TO LEGAL FORM: MACK REINWAND. CITY ATTORNEYTEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER DocuSlgned by: BY: THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsandbusiness terms. DuuSlgned by: B&'''nOi„&'qA Rebecca Diviney PRINTED NAME D1 rector of Capita1 Projects/Clty EnglneerTITLE Caplta1 projects/Engineer1 ng DEPARTMENT City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18Page 18 of 18 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 ATTACHNIF,NT "A" HA ENQINEERiNa 2700 La Frontera, Suite 150, Round Rock, Texas 78681 t 512.767.7300 UA.com TBPE F-1386 PROPOSAL October 13, 2021 City of DentonAttn: Rebecca Diviney, PE401 N ElmStreet Denton, Texas 76201 Re:Proposal for Engineering Services for US 380 Signal Re-Timing Scope of ServicesLJA Proposal No. TBD Dear Mrs. Diviney, LJA Engineering, Inc. (“LJA”) is pleased to provide the City of Denton with scope of services & feefor traffic signal retiming of 11 signalized intersections along US 380, in Denton, Texas. Our proposed traffic signal timing services will include data collection, signal timing development andimplementation, and finally a report consisting of before and after condition. As requested, LJA team will develop two (2) sets of timing plans under two different tasks. The first task (TASK 1)would provide signal timing development and implementation for Fall/Spring season and secondtask (TASK 2) would do the same but for Summer season. For each set of plans, up to four (4)signal timing plans will be developed and implemented. Timing plans will be developed,implemented and fine-tuned for AM peak, Noon, PM, and Off-peak for both weekdays andweekends. Please note, to ensure most effective and efficient timing plans that represent traffic pattern and demand for the season, two sets of traffic counts will be collected, one during Fall/Spring season and another during Summer season. SCOPE OF SERVICES TASK I. FALL/SPRING SIGNAL TIMING PLANS LUMP SUM FEE: $62,500.00 1. DATA COLLECTION a Existing and Background Information •Collect all available basic information for identified intersections • Conduct a field visit and gather additional information such as adjacent land use,roadway characteristics, intersection controller's traffic signal parameters, access conditions, etc. • Reach out to the maintaining agency and gather existing signal timings and signal operating plans. City of DentonOctober 1 3, 2021 DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 Page 2 b.Existing Traffic Data Collection • • • • Bi-directional 24-hour collect bi-directional traffic counts along US 380 for atypical Fall/Spring weekday and weekend Peak-hour turning movement counts at all 1 1 signalized intersections, including AM, Noon, PM, and Off-Peak for weekdays and weekends. Corridor travel time survey Utilize traffic count data to assess existing conditions and key performance indicators to develop an existing traffic analysis base model network usingTrafficware’s Synchro 11 traffic operational analysis software. 2. FIELD EVALUATION OF SIGNAL OPERATIONS AND MODIFICATION RECOMMENDATION a. Field visit at each signalized intersection to assess signal operation to identify needs for modifications that has potential to improve signal operation, orintersection capacity and safety. 3.SIGNAL TIMING DEVELOPMENT & IMPLEMENTATION a.Perform the following tasks as part of traffic analysis and signal timing development • • Review bi-directional volume counts and identify peak periods (AM, mid-day,PM peaks) for both weekdays and weekends) Evaluate existing operating conditions at intersections and along the corridor and establish base conditions, and calibrate model using corridor travel time survey results • • Develop Synchro database for all individual intersections and the network Develop optimal signal timings (cycle length, splits, offsets, time of day schedule, clearance intervals, pedestrian timings, etc.) for different peaks andweekend • • • Develop time space diagrams and establish signal offsets for signalcoordination Provide in-field fine tuning and implementation support. Conduct a post- implementation travel time survey to evaluatebenefits/improvements. 4. DOCUMENTATION a. Document methodology, analysis and recommendation for the signal timing in afollowing technical reports • Signal Timings Study Technical report 5. COORDINATION AND APPROVALS a. Coordinate with City of Denton representative to gather consensus on proposed signal timing improvements, potential improvements to signal infrastructure (ifany), methodology and analysis tools that would be utilized for preparing the DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 City of DentonOctober 13. 2021 Page 3 Reports. LJA will coordinate with City of Denton for approval. b.LJA will prepare and submit the initial Signal Timing Study Technical report withineight (8) weeks after the notice to proceed and a signed copy of the proposal is received from the client. Up on receiving any comments from the City, LJA willreview, revise and submit a final Signal Timings Study Technical report within four(4) weeks. TASK 2. SUMMER SIGNAL TIMING PLANS LUMP SUM FEE: $35,000.00 1. DATA COLLECTION a. Existing and Background Information • Will utilize what’s already in database from Task 1 b. Existing Traffic Data Collection • • • • Bi-directional 24-hour collect bi-directional traffic counts along US 380 for a typical Summer weekday and weekend Peak-hour turning movement counts at all 11 signalized intersections, including AM, Noon, PM, and Off-Peak for weekdays and weekends. Corridor travel time survey Utilize traffic count data to assess existing conditions and key performance indicators to develop an existing traffic analysis base model network using Trafficware’s Synchro 1 1 traffic operational analysis software. 2. FIELD EVALUATION OF SIGNAL OPERATIONS AND MODIFICATIONRECOMMENDATION a.Field visit to each signalized intersection to assess signal operation. (Please note that recommendation to modify signal indications were submitted aspart of Task 1. However, field evaluation will be performed and additional modifications will be recommended if needed.) 3. SIGNAL TIMING DEVELOPMENT & IMPLEMENTATION a. b. C. Perform the following tasks as part of traffic analysis and signal timingdevelopment Review bi-directional volume counts and identify peak periods (AM, Noon, PM,and Off-Peak) for both weekdays and weekends Evaluate existing operating conditions at intersections and along the corridor and establish base conditions, and calibrate model using corridor travel time surveyresults d. e. f Develop Synchro database for all individual intersections and the network Develop optimal signal timings (cycle length, splits, offsets, time of day schedule, clearance intervals, pedestrian timings, etc.) for different peaks and weekend Develop time space diagrams and establish signal offsets for signal coordination DocuSign Envelope ID: 8663A35C-D8A14472-8B8F-1926918B44D9 City of DentonOctober 13, 2021 Page 4 g. Provide in-field fine tuning and implementation support. h. Conduct a post- implementation travel time survey to evaluate benefits/improvements. 4. DOCUMENTATION a. Document methodology, analysis and recommendation for the signal timing in afollowing technical reports • Signal Timings Study Technical report 5. COORDINATION AND APPROVALS a.Coordinate with City of Denton representative to gather consensus on proposedsignal timing improvements, potential improvements to signal infrastructure (if any), methodology and analysis tools that would be utilized for preparing the Reports. LJA will coordinate with City of Denton for approval. b LJA will prepare and submit the initial Signal Timing Study Technical report withinsix (6) weeks after the notice to proceed and a signed copy of the proposal is received from the client. Up on receiving any comments from the City, LJA willreview, revise and submit a final Signal Timings Study Technical report within four(4) weeks. COMPENSATION LJA proposes to provide services for Task 1 and Task 2 for a lump sum fee. Compensation forLump Sum Fee tasks will be billed as a percentage of the task completed. Any services requested by the Client not included above or changes requested by Client will beprovided as an additional service with an amendment of this contract. If this proposal meets with your approval, your signature below will be sufficient authorization tocommence the stated work. We appreciate the opportunity to submit this proposal and look forward to working with you. If youhave any questions, please contact Ali Mozdbar, P.E., PTOE at 512.767.7343. Sincerely,ACCEPTED BY:CITY OF DENTON Ali Mozdbar. PE. PTOE SIGNED: NAME: TITLE: Senior Project Manager DATE : DocuSign Envelope ID: 8663A35C-D8Al-4472-8B8F-1926918B44D9 Exhi b1 t CIQ CONFLICT OF INTEREST QUESTIONNAIRE -For vendor or other person doing business with local governmental entit' t lges made to the law by H.B. 23, 8zegular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship asdefined 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 thedate 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 amisdemeanor. N W LJA Engjneerjngl Inc. TH 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 7th business dayafter 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. NA Name of Officer This section, (item 3 including subpans 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 CIO 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?E Yes = No B Is the vendor receiving or likely to receive thxable income, other than investment income, from or at the direction of the local government officer named in this section AND the ta\able income is not received from the local governmental entity?[] Yes [] No C Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as anofficer or director, or holds an ownership of one percent or more?n „“E .„, D.Describe each employment or business and family relationship with the local government officer named in this section NA 4 5 Da I have no Conflict of Interest to disclose. 1/6/2022 g business with the :ntal entity Date DocuSign Certificate Of Completion Envelope Id: 8663A35CD8A144728B8F1926918B44D9 Subject: Please DocuSign: City Council Contract 7292-004 Signal Re-Timing Project Source Envelope: Status: Completed Document Pages: 24 Certificate Pages: 6 Signatures: 6 Initials: 1 Envelope Originator: Cori Power 901 B Texas Street Denton, TX 76209 cori.power@cityofdenton.comIP Address: 198.49.140. 104 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 1/4/2022 3:00:42 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Cori Power cori .power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 1/4/2022 4:12:06 PM Viewed : 1/4/2022 4:12: 16 PM Signed: 1/4/2022 4:13:23 PM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 1/4/2022 4:13:28 PM Viewed : 1/4/2022 4:50:54 PM Signed: 1/4/2022 4:51 :51 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Catherine Clifton, Interim City Attorney City of Denton Security Level: Email, Account Authentication(None) Sent: 1/4/2022 4:51 :57 PM Viewed: 1/5/2022 10:59:57 AM Signed: 1/5/2022 1 1 :25:53 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Ken Schrock kschrock@Ija.com Sr. Vice President Security Level: Email, Account Authentication(None) Sent: 1/5/2022 1 1 :25:57 AM Viewed: 1/5/2022 11 :56:44 AM Signed: 1/6/2022 12:58:58 PM Signature Adoption: Pre-selected Style Using IP Address: 170.55.94.226 Electronic Record and Signature Disclosure:Accepted: 1/5/2022 11 :56:44 AMID: 69af5b95-0636-48ee-92cl-ba7905c718a8 Signer Events Rebecca Diviney Rebecca ,Diviney@cityofdenton.com Director of Capital Projects/City Engineer Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 1/6/2022 12:59:02 PM Viewed: 1/6/2022 1:53:53 PM Signed: 1/6/2022 1:54:22 PM Signature Adoption: Pre-selected Style Using IP Address: 47.222.7.91 Electronic Record and Signature Disclosure:Accepted: 1/6/2022 1 :53:53 PMID: 5aOOe664-595b4984-be4e-935b93a6231 2 Cheyenne Defee cheyenne.defee@cityofdenton.comContract Administrator City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 1/6/2022 1 :54:29 PM Viewed: 1/26/2022 8:46:43 AM Signed: 1/26/2022 8:47:12 AMUsing IP Address: 198.49.140.104 Sara Hensley sara ,hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) 'DoeuS19n•d by:I SMA A%% .5236DB286270423.. Sent: 1/26/2022 8:47:16 AM Viewed: 1/26/2022 8:47:55 AM Signed: 1/26/2022 8:48:00 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa,rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) 'DIx3uSigned bV:1 R++R&% IC5CA8C5EI 75493 Sent: 1/26/2022 8:48:04 AM Viewed : 1/26/2022 9:57:16 AM Signed: 1/26/2022 9:57:42 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Accepted : 1/26/2022 9:57:16 AMID: 54e3585c-a4eO-41ef-9519-e6a47b3 15d91 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 1/4/2022 4:13:28 PM Carbon Copy Events Julie Mitchell jmitchell@Ija.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 1/5/2022 11 :25:57 AM Viewed: 1/5/2022 11 :31 :02 AM Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 1/6/2022 1 :54:28 PM Viewed: 1/6/2022 2:10:01 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 1/26/2022 9:57:46 AM Logan Prior Logan.Pior@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 1/26/2022 9:57:47 AM Cheyenne Defee cheyenne.defee@cityofdenton. com Contract Administrator City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 1/26/2022 9:57:47 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 1/4/2022 4:12:06 PM 1/26/2022 9:57:16 AM 1/26/2022 9:57:42 AM 1/26/2022 9:57:48 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Ken Schrock, Rebecca Diviney, Rosa Rios ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Acknowledging your access and consent to receive materials electronically To confIrm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the ’I agree' button below. By checking the ’I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OFELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. [k>cuSign Certificate Of Completion Envelope Id: 8663A35CD8A144728B8F1926918B44D9 Subject: Please DocuSign: City Council Contract 7292-004 Signal Re-Timing Project Source Envelope: Status: Completed Document Pages: 24 Certificate Pages: 6 Signatures: 6 Initials: Envelope Originator: Cod Power 901 B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 1/4/2022 3:00:42 PM Holder: con Power cort .power@cityofdenton.com Location: DocuSign Signer Events Cori Power cori,power@cityofdenton,corn Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 1/4/2022 4:12:06 PM Viewed : 1/4/2022 4:12:16 PM Signed: 1/4/2022 4:13:23 PM Completed Using IP Address: 198.49.140.104 Lori Hewell lori,hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 1/4/2022 4:13:28 PM Viewed: 1/4/2022 4:50:54 PM Signed: 1/4/2022 4:51 :51 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella,lunn@cityofdenton.com Catherine Clifton, Interim City Attorney City of Denton Security Level: Email, Account Authentication(None) Sent: 1/4/2022 4:51 :57 PM Viewed: 1/5/2022 10:59:57 AM Signed: 1/5/2022 11 :25:53 AM Signature Adoption: Pre-selected Style Using IP Address: 198,49,140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Ken Schrock ksch rock@Ija.com Sr. Vice President Security Level: Email, Account Authentication(None) Sent: 1/5/2022 11 :25:57 AM Viewed: 1/5/2022 11 :56:44 AM Signed: 1/6/2022 12:58:58 PM Signature Adoption: Pre-selected Style Using IP Address: 170.55.94.226 Electronic Record and Signature Disclosure:Accepted : 1/5/2022 11 :56:44 AMID: 69af5b95-0636-48ee-92cl-ba7905c718a8 Signer Events Rebecca Diviney Rebecca.Diviney@cityofdenton.com Director of Capital Projects/City Engineer Security Level: Email, Account Authentication (None) Signature Timestamp Sent: 1/6/2022 12:59:02 PM Viewed: 1/6/2022 1 :53:53 PM Signed: 1/6/2022 1:54:22 PM Signature Adoption: Pre-selected Style Using IP Address: 47.222.7.91 Electronic Record and Signature Disclosure:Accepted: 1/6/2022 1:53:53 PMID: 5a00e664-595b-4984-be4e-935b93a6231 2 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 1/6/2022 1 :M:29 PM Viewed: 1/26/2022 8:46:43 AM Signed: 1/26/2022 8:47:12 AMUsing IP Address: 198.49.140.104 Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 1/26/2022 8:47:16 AM Viewed: 1/26/2022 8:47:55 AM Signed: 1/26/2022 8:48:00 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) •DocuSlgn8d by:I bRi% IC5GA8C5EI 75493 Sent: 1/26/2022 8:48:04 AM Viewed : 1/26/2022 9:57 :16 AM Signed: 1/26/2022 9:57:42 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Accepted : 1/26/2022 9:57:16 AMID: B+e3585c-a4e041 ef-9519-e6a47b315d91 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.comContract Administrator City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Timestamp Sent: 1/4/2022 4:13:28 PM Carbon Copy Events Julie Mitchell jmitchell@Ija.com Security Level: Email, Account Authentication(None) Electronic Record and SIgnature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 1/5/2022 11 :25:57 AM Viewed: 1/5/2022 11 :31 :02 AM Gretna Jones gretna .jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 1/6/2022 1:54:28 PM Viewed: 1/6/2022 2:10:01 PM City Secretary Office citysecretary@cityofdenton,corn Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 1/26/2022 9:57:46 AM Logan Prior Logan.Pior@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 1/26/2022 9:57:47 AM Cheyenne Defee cheyenne.defee@cityofdenton,com Contract Administrator City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 1/26/2022 9:57:47 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 1/4/2022 4:12:06 PM 1/26/2022 9:57:16 AM 1/26/2022 9:57:42 AM 1/26/2022 9:57:48 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Ken Schrock. Rebecca Diviney, Rosa Rios ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ’I agree’ button at the bottom ofthis document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You mayrequest delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign Withdraw Consent’ form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us . How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address. . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process. . Required hardware and software Operating Systems Browsers (for SENDERS Browsers (for SIGNERS): r Internet Explorer 6.0? or above mlet Explorer 6.0?, Mozilla FireFox 1.0 NetScape 7.2 (or above c x Email Screen Resolution Enabled Security Settings •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings viaroxy connection 88 These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the ’I agree' button below. By checking the 'I Agree' box, I confIrm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.