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22-380
22-380ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH FREESE AND NICHOLS, INC., FOR ROADWAY FUNDINGSTRATEGY SERVICES FOR THE CITY OF DENTON AS SET FORTH IN THE CONTRACT;PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7878 – PROFESSIONAL SERVICES AGREEMENT FOR ROADWAYFUNDING STRATEGY SERVICES AWARDED TO FREESE AND NICHOLS, INC., IN THE NOT-TO-EXCEED AMOUNT OF $550,900.00). WHEREAS, Freese and Nichols, Inc., the professional services provider (the “Provider”) set forth 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 authorized to enter into the professional service contract attached hereto with Freese and Nichols, Inc., for Roadway Funding Strategy services for the City of Denton. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas 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 byreference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by Jess& Da. 'jj and seconded by B r k. -\ Bcc it . This ordinance was passed and approved by thefollowing vote L--L - E] : Aye J b/ \/Z ,/’ a-L Nay Abstain Absent Mayor Gerard Hudspeth: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 IS dayof flar'\", 2022 GERARD HUDSPETH, MAYOR \\\ltlllllfl ATTEST: ROSA RIOS, CITY SECRETARY ZrPdP _dl,o, APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella n: : :DN: cn=Marcella Lunn. o. \JJwt©J,i\ \.IHWy ::==„T,:SET,ni,@dty,fdBY: Date: 2022.02.02 1 1 :13:32 -06'OO' DocuSign Envelope ID: 7E861467-83DC-44Cl-94AA-3A5659B9E4FF DENTON Docusign City Council Transmittal Coversheet RFQ 7878 File Name I Roadway Funding Strategy Purchasing Contact Car1 P ower City C,„,iIT„g,t D,t, " "-'" 1 ’ 2022 Piggy Back Option Contract Expiration Ordinance Not App1 icab1 e N/A 22-380 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF PROFESSIONAL SERVICES AGREEMENTFOR CONSULTING SERVICES FILE 7878 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on 03/01/2022 , by and between the City of Denton, Texas, a Texas municipalcorporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNEIC’ and Freese and Nichols, Inc., with its corporate office at 801 Cherry St., Suite 2800, Fort Worth, TX 76102, 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 ICONSULTANT 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 toChapter 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 inaccordance 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, Roadway Funding Strategy services, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE IISCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 1 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF A The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFQ 7878 – Roadway Funding Strategy, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. B. C. 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. 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 parthereof, 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 termsand conditions of the attached exhibits or task orders. ARTICLE IIIADDITIONAL 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 B. A. B Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. 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 orprosecution 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 outsideof and in addition to this AGREEMENT. E. F. Visits to the site in excess of the number of trips included in Exhibit B. 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 Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18Page 2 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF ARTICLE IVTIME 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 thisAgreement, whichever occurs first. ARTICLE VCOMPENSATION A.COMPENSATION TERMS : 1. 2. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. “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 costestimate detail at an hourly rate shown in Exhibit B 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 $550,900. 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 isnot 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 themaximum 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, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 3 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC-44Cl-94AA-3A5659B9E4FF in Article III “Additional Services,” without obtaining prior written authorization fromthe OWNER. C.ADDITIONAL SERVICES: For additional services authorized in writing by theOWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. 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 forservices 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, theCONSULTANT 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 ofDenton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VIOBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering andpromptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VIIOWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared andfurnished by the CONSULTANT are intended only to be applicable to this Project, and City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 4 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF 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 VIIIINDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROMAND AGAINST ANY AND ALL LIABILITY. CLAIMS. DEMANDS. DAMAGES,LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTSAND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BYTHE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FORBODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE.RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THECONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEESINCIDENTAL TO. RELATED TO. AND IN THE EXECUTION. OPERATION. ORPERFORMANCE OF THIS AGREEMENT. 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 thisAgreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IXINSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE XALTERNATIVE 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. ARTICLE XITERMINATION 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. City of Denton. TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 5 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC-44Cl-94AA-3A5659B9E4FF B.This Agreement may be terminated in whole or in part in the event of either partysubstantially 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 certifiedmail, 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 toterrnrnatron. 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 oftermination, in accordance with Article V “Compensation.” Should the OWNERsubsequently 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 copiesof such documents for its use. ARTICLE XIIRESPONSIBILITY 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 otherwork; nor shall such approval be deemed to be an assumption of such responsibility by theOWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIIINOTICES All notices, communications, and reports required or permitted under this Agreementshall 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:To OWNER: Freese and Nichols. Inc Trey Shanks 801 Cherry Street, Suite 2800 Fort Worth, TX 76102 City of Denton Purchasing Manager –File 7878901B Texas Street Denton, Texas 76201 City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 6 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF All notices shall be deemed effective upon receipt by the party to whom such notice isgiven, or within three (3) days’ mailing. ARTICLE XIVENTIRE 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 inconnection with the subject matter hereof. ARTICLE XVSEVERABILITY If any provision of this Agreement is found or deemed by a court of competentjurisdiction 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 strickenprovlslon.ARTICLE XVICOMPLIANCE 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 nowread or hereinafter be amended. ARTICLE XVIIDISCRIMINATION 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 XVIIIPERSONNEL 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. Suchpersonnel shall not be employees or officers of, or have any contractual relations with theOWNER. 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. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 7 of :M Contract 7878 DocuSign Envelope ID: 7E861467-83DC-44Cl-94AA-3A5659B9E4FF ARTICLE XIXASSIGNABILITY 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 XXMODIFICATION 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 therights 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 notbe waived unless as set forth herein. ARTICLE XXIMISCELLANEOUS A.The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFQ 7878 – Roadway Funding Strategy services (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule, Compensation FeesExhibit C – Consultant’s Insurance Requirements Exhibit D – 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 Courtfor 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 Trey Shanks. However, nothing herein shall limit CONSULTANT City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 8 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC-44Cl-94AA-3A5659B9E4FF 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. G. 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. 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 XXIIINDEPENDENT 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 XXIIIRIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records andcomputations 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 willbe 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 ofreceipt of an invoice. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 9 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC-44Cl-94AA-3A5659B9E4FF 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 ofthe terms "books", "records", "documents" and "other evidence", as used above, shall beconstrued 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 XXIVPROHIBITION 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. ARTICLE XXVPROHIBITION 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 rh is agreement, Consultant certiftes 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 WIlder 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 XXVICERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of theGovernment 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 2252.908. The consultant shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 10 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC-44Cl-94AA-3A5659B9E4FF 2 3 4 5 6. Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing(a2cityofdenton.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 XXVIIPROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The 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 03/01/2022 City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/1 8 Page 11 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF CONSULTANT CITY OF DENTON, TEXAS BY: Fans bsi'mmzED SIGNATURE 'DocuSigned by: SMA H00% WRK9%FmvsLEYINTERIM CITY MANAGER BY: Printed Name. chris Bosco Title: Prlnclpa1 817-881-9132 PHONE NUMBER ATTEST: ROSA RIOS. CITY SECRETARY 'D<x:uSigned by:BY: IRamRi%CB@f reese . com EMAIL ADDRESS ICSCA8C5E 175493 2022-845400 APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEYTEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. LI(baht&p 3PaNATWRE DocuSigned by: ethan cox PRINTED NAME Genera1 Manager of Pub1 ic worksTITLE Pub1 ic Works DEPARTMENT City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 12 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF Exhibit A RFQ 7878 – Roadway Funding Strategy for the City of Denton (on file in the purchasing office) City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 13 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC-+4Cl-94AA-3A5659B9E4FF Exhibit B RFQ 7878 – Roadway Funding StrategyScope of Work PROJECT UNDERSTANDING The City of Denton (the “City”) owns and maintains approximately 1,600 lane-miles of roadway assets, which are inspected on a five-year basis. Based on this data, the City executes maintenance, repair, and capital improvement plans. The overall condition index (OCI) of the City’s roadway network has improved from a 64 in 2015 to 68 in 2020, out of a 100-point scale. However, the City has a goal to improve and maintain the network’s OCI to 70, which will require continued investment in maintenance and capital improvement programs. These programs are funded through a variety of established sources (franchise fees, municipal bonds,and state/federal funding). The City projects that these funding sources will not generate sufficient capital to address all the roadway improvements needed over the next 5 years. Additionally, each funding source is only intended to be used for specific types of roadway improvement projects. For example, municipal GO bonds are not intended to be utilized to fund maIntenance rmprovements. The purpose of this project is to optimize the City’s existing maintenance, repair, and capital improvement strategy, considering both roadway condition and funding sources over the next 40 years. Additionally, this project will evaluate multiple funding strategies that can be established to pay for a portion of these activities. Supplementary services related to development of a dynamic roadway management and funding strategy tool, as well as implementation of an additional funding source can be provided as “Special Services”.BASIC SERVICES Task A: Project Management A.IMeeting - Project Kickoff: Freese and Nichols (FNI) will meet with the City to review scope, project team, schedule of the project, and present a data request outlining the data needs for the project. FNI will prepare and deliver meeting minutes documentingthe discussion items. A.2Project Administration: FNI will provide project management services including project coordination and communications with the City. Monthly invoices and status reporting will be conducted. Project progress and milestone meetings are outlined in the individual scope tasks. A.3Project Coordination Meetings: FNI will conduct 30-minute bi-weekly virtual meetings with the City to coordinate activities, track progress, discuss pending needs and review upcoming activities and milestones. Task B: Data Collection and Review Bl. Data Collection: FNI will collect existing, relevant data from the City for use in the development of the Roadway Funding Strategy. FNI already has a significant amount of data in-house, including roadway condition assessment data, roadway capital improvement project data, Water and Wastewater GIS data, and InfoAsset Planner models and the Water Master Plan, for this effort but will coordinate with the City to obtain updates and other data as appropriate. FNI will compile data from the City for City of Denton. TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 14 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC-44Cl-94AA-3A5659B9E4FF roadway, water, wastewater, and stormwater infrastructure inventory, including the following, as available: • • • • GIS infrastructure data Level of service data Condition, criticality, and risk-based scoring data Renewal and maintenance data o Asset condition assessment data o Completed maintenance improvement project lists (with costs)o Work orders and complaint database records Capital improvement data o Planning documents o Infrastructure capital improvement project lists o Completed capital improvement project lists (with costs) Current funding o Roadway revenue sources and budgets o Funding policieso Relevant financial metrics, such as assumed inflation and interest rates Current source funding terms Funding source bond schedules Funding source constraints 0 0 0 • • B2. Data Capture Interviews: FNI will conduct up to six (6) virtual meetings with City staff from multiple departments, including Water Utilities, to review provided data and to collect institutional knowledge where documentation is not available. FNI will interview staff to understand the current process(es) conducted to plan renewal actions and to develop CIP for roadway and subsurface utility infrastructure. Current approaches for cross-infrastructure coordination will be documented. B3. Roadway Funding Data Review: FNI will review the data and information provided to evaluate its value for inclusion in the roadway funding strategies planning process and feasibility for inclusion in the roadway funding model. FNI will evaluate factors including the completeness of the asset inventory, attribute data, segmentation approach and consistency, risk-based condition assessment data, and other relevantfactors. B4. Meeting - Data Assessment Findings: FNI will meet one (1) time with the City to review findings of the data assessment. FNI will prepare and deliver meeting minutes documenting the discussion items. Task C: Roadway Maintenance & Improvement Strategy Evaluation C.IReview and Update Roadway Lifecycle Projections: FNI will utilize data provided by the City, in Task B, to review projections for roadway degradation curves. Roadway City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 15 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF degradation curves projections may consider roadway age, maintenance history, pavement type, roadway classification, traffic loading, and other factors as data is available. FNI will also review estimated condition index impacts and life extension projections of roadway improvement types performed by the City. FNI will update the roadway lifecycle projections based on data review. Where City specific data is not available, FNI will develop projections based on common industry practice. C.2Meeting - Roadway Lifecycle Projections: FNI will meet one (1) time with the City toreview the roadway lifecycle projections. FNI will prepare and deliver meeting minutes documenting the discussion items. C.3Develop Roadway Lifecycle Model: FNI will develop a roadway lifecycle model based on the previously developed projections (Task C.1). The model will be utilized to estimate the yearly OCI score of each roadway asset in the City’s network over a 40- year timeframe. C.4Evaluate City’s Existing Roadway Management Activities: FNI will incorporate the City’s existing roadway management activities and strategy into the roadway lifecycle model. The model will be utilized to estimate the yearly OCI of each roadway asset over a 40-year timeframe based on the City’s existing management strategy and a no-maintenance run-to-failure strategy. FNI will prepare summary information and large mapping of the model results. C.5Meeting - Roadway Lifecycle Model and Existing Management Strategies Evaluation: FNI will meet one (1) time with the City to review the roadway lifecycle model results and the effectiveness of the City’s existing roadway management strategy. FNI will discuss alternative roadway management approaches with the City. The City will identify specific roadway management approaches to be used for further evaluation with the model (Task C.6). FNI will prepare and deliver meeting minutes documenting the discussion items. C.6Evaluate Alternative Roadway Management Strategies to Optimize Whole Life Cost: FNI will assess alternative roadway management approaches, selected by the City, in the roadway lifecycle model to identify a roadway management strategy to optimize whole-life cost of roadway infrastructure. This iteration of the model will include utility condition index ratings from associated water, wastewater, and stormwater pipe. Funding options and constraints will be factored into a subsequent iteration of the model (Task D). The model will be utilized to estimate the yearly OCI and whole-life cost of each roadway asset over a 40-year timeframe based on the optimized roadway management strategy. FNI will prepare summary information and mapping of the model results. C.7Meeting - Roadway Management Strategies Review: FNI will meet one (1) time with the City to review the alternative roadway management strategies model results. FNI will collect feedback and review revisions with the City in up to two (2) project coordination meetings. FNI will prepare and deliver meeting minutes documenting the discussion items. CIty of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 16 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA.3A5659B9E4FF Task D: Roadway Funding Evaluation D.IDevelop Funding Assumptions: FNI will utilize data provided by the City to develop assumptions for roadway improvement funding, to include such things as: financial factors, funding options, policies, revenue expectations, and revenue constraints for each existing and potential funding source. D.21dentify Roadway Funding Source Options: FNI will utilize data provided by the City, and from previously developed assumptions (Task D. 1), to identify long-term roadway funding options to be incorporated into the roadway lifecycle model. Potential long-term fLmding options include franchise fees, property taxes, sales taxes, general fund, and user fees. A high level summary of relevant 3rd-party funding options, including County, NCTCOG, State, and Federal options will also be identified. FNI will meet with the City to review the identified roadway funding sources and collect feedback regarding any potential constraints during a project coordination meeting. D.31ncorporate Roadway Funding Scenarios: FNI will incorporate the roadway funding options into the roadway lifecycle model. The model will then be utilized to estimate the yearly maintenance and improvement cost and OCI of each roadway asset over a 40-year timeframe based on the optimized roadway management strategy and the identified roadway fUnding options. D.4Meeting - Roadway Funding Options Review: FNI will meet one (1) time with the City to review the identified roadway funding options for the City’s consideration. The City will provide feedback regarding the identified funding options for further evaluation within the model. FNI will prepare and deliver meeting minutes documenting the discussion items. D.5Perform Roadway Funding Options Evaluation: FNI will incorporate the feedback and comments from the City into the roadway lifecycle model. FNI will optimize the roadway strategy considering optimized roadway management approaches and the revised roadway funding options. The model will be utilized to estimate the yearly OCI with an intent to meet the City’s goal OCI, whole-life cost of each roadway asset, and revenue demand from identified funding sources over a 40-year timeframe based on the optimized roadway management strategy. FNI will prepare a summary of the yearly roadway network costs, OCI score, projected funding levels for each funding source, and potential financial impact to the community for each funding strategy. D.6Meeting - Roadway Funding Strategies Evaluation Review: FNI will meet one (1) time with the City to review the optimized roadway management and funding strategies. FNI will revise the roadway management and funding strategies up to two times. FNI will collect feedback and review revisions with the City in up to two (2) project coordination meetings. FNI will prepare and deliver meeting minutes documenting the discussion items. Task E: Roadway Funding Strategy Report City of Denton. Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 17 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC-44Cl-94AA-3A5659B9E4FF E.IPrepare Draft Roadway Management & Funding Assessment Report: FNI will provide the City a report documenting the data assessment, assumptions, model development, results of the evaluation, recommendations on an optimized roadway management strategy, and potential financial impact to the community. E.2Meeting - Draft Report Review: FNI will meet one (1) time with the City to discuss the draft report. FNI will prepare and deliver meeting minutes documenting thediscussion items. E.3Finalize Roadway Management & Funding Assessment Report: The City will consolidate and provide one set of review comments of the draft report for FNI to address. FNI will revise the draft report based upon the City’s comments and prepare a final report. FNI will provide the City with two (2) hard copies, and an electronic copy in PDF format of the report. FNI will provide the City with five (5) paper copies of the final report along with digital copies in PDF format. E.4Present Summary of Project Findings to City Council: FNI will prepare and present a summary of the project’s findings and recommendations to City Council in a work session. FNI will coordinate with City staff in preparation of the presentation prior to the meeting with City Council. BASIC SERVICES SUMMARY OF DELIVERABLES: • Monthly Project Updates (Task A.2) • Data Assessment Findings (Task B.4) • Roadway Lifecycle Projections (Task C.2) • Roadway Lifecycle Existing Strategy Results (Task C.4) • Roadway Lifecycle Optimized Strategy Results (Task C.6) • Roadway Funding Source Options (Task D.2) • Optimized Roadway Management and Funding Strategy (Task D.5) • Draft Roadway Management & Funding Assessment Report (Task E. 1 ) Final Roadway Management & Funding Assessment Report (Task E.3) Presentation to City Council (Task E.4) • • BASIC SERVICES PROJECT SCHEDULE: Milestone Schedule March 1, 2022Notice to Proceed Kickoff Meeting By March 4, 2022 Data Assessment Findings Meeting By March 18, 2022 Roadway Lifecycle Projections By March 25, 2022 Roadway Lifecycle Existing Strategy Results By April 15, 2022 Roadway Lifecycle Optimized Strategy Results By May 6, 2022 Roadway Funding Source Options By March 25, 2022 City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 18 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF Optimized Roadway Management and Funding Strategy Roadway Management & Funding Assessment Draft Final Report Roadway Management & Funding Assessment Final Report Presentation to City Council By May 13, 2022 By May 31, 2022 2 weeks from receipt of Final City comments TBD per City schedule City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 19 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF SPECIAL SERVICES Upon separate written request of the City, FNI will provide the following services related to theBasic Scope of Services. Task F (Roadway Management Strategy Dynamic Modeling Tool)provides services to develop a dynamic modeling tool to modify and update the roadway management and funding strategy over time as circumstances and conditions change. Task G (Roadway User Fee Development and Implementation) provides services for the development and implementation of a monthly user fee to generate dedicated revenue for roadway management needs. Task F: Roadway Management Strategy Dynamic Modeling Tool FNI will work with the City to automate components of the roadway management process using available software tools to minimize the manual effort required for infrastructure investment planning. FNI’s approach intends to maximize use of the City’s existing software tools, including, Cartegraph, CityWorks, ESRI ArcGIS, ESRI Model Builder, as well as readily available programs such as Microsoft PowerBI to assist in coordinated evaluation and effectivecommunication of results with stakeholders. This scope is based on the following assumptions: • • Infrastructure inventory and attributes are populated in ESRI ArcGIS Priority purpose of the software tool: o Automate the analysis and decision-making process for infrastructure investment planning activitieso Visualization dashboard for stakeholder communication F.1 Roadway Management Tool Options Analysis: FNI will prepare an evaluation of software tools, emphasizing existing software used by the City, to automate components of the roadway management process. Software options to be evaluated include ESRI ArcGIS Model Builder, Microsoft Excel, Power BI, and Tableau. FNI will identify conceptual approaches for each software to enhance the processexecution, including pros and cons of each option. Factors for consideration in the evaluation of each approach will include existing implementation of software by City, staffing requirements to maintain and use software, functionality, integration capability with existing City systems, and cost. F.2 Meeting - Roadway Management Tool Review: FNI will conduct one (1) workshop with the City to discuss software automation/standardization options. FNI will present the results of the software tool options analysis. FNI will facilitate discussion with City staff to identify the preferred software approach for development, as well as the anticipated users of the software tool. F.3 Meeting - Roadway Management Tool Requirements: FNI will conduct one (1)workshop with the City to identify and document the specific requirements for the software tool. FNI will walk through the roadway management standardized process as applicable to identify components that can be automated through the software tool, City of Denton. Texas Contract 7878 Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 20 of 34 DocuSign Envelope ID: 7E861467-83DC-44Cl-94AA-3A5659B9E4FF as well as current constraints. FNI will facilitate discussion with the City’s anticipated software tool users to identify preferred user interfaces for entering data, modifying parameters, conducting analyses, and generating output. F.4 Roadway Management Tool Requirements Document: FNI will prepare a draft Software Requirements Document to detail the scope of the software tool to bedeveloped. The draft document will include: • Tool overview (purpose and scope) • Functional logic (user process and experience) • Design considerations (system requirements, assumptions, constraints, user access, etc.) FNI will provide the draft Software Requirements document to the City for review. FNI will address the City’s feedback and finalize the Software Requirements document. An electronic PDF of the document will be delivered to the City. F.5 Initial Draft Roadway Management Tool: FNI will develop a draft software tool, adhering to the Software Requirements Document. F.6 Meeting - Initial Draft Roadway Management Tool Review: FNI will conduct one (1 ) workshop with City staff to present the draft software tool, demonstrate the functionality, and facilitate discussion about features and desired modifications. FNI will document requested modifications and note changes that can be made within thescope of the project and modifications that require additional effort to be implemented. F.7 Final Draft Roadway Management Tool: FNI will develop a final draft version of the software tool, adhering to the Software Requirements Document and incorporating implementable feedback obtained in the Initial Draft Roadway Management Tool Review Meeting. F.8 Meeting - Final Draft Roadway Management Tool Review: FNI will conduct one (1) workshop with City staff to present the final draft software tool, demonstrate thefunctionality, and facilitate discussion about features and desired modifications. FNI will document requested modifications and note changes that can be made within thescope of the project and modifications that require additional effort to be implemented. F.9 Final Roadway Management Tool: FNI will develop a final version of the software tool, adhering to the Software Requirements Document and incorporating implementable feedback obtained in the Final Draft Roadway Management Tool Review Meeting. FNI will deliver the Final Roadway Management Tool to the City in preparation for staff training. F.10 Training Workshop: FNI will conduct one day of training for City staff. The goals of the training workshop are to train staff on the Process Workflow and use of theRoadway Management Tool in the development of prioritized improvement planning. FNI will provide up to five (5) laptop computers for the training workshop. City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 21 of 34 DocuSign Envelope ID: 7E861467-83DC-+4Cl-94AA-3A5659B9E4FF Licensing accommodations are dependent of the software selected for the Roadway Management Tool. The training workshop will be held at the City of Denton office. F.11 On-Call Support: FNI will provide 40 hours of on-call support to City staff for implementation assistance of the Roadway Management Tool. Additional support will be provided to the City upon request as an Additional Service. Task G: Roadway User Fee Development and Implementation G.IRoadway User Fee Kickoff Meeting: FNI will meet with the City to discuss key policy issues for the creation of the Roadway User Fee. The following policy issues will be discussed at the initial meeting to discuss and finalize the methodological approach for the development of the Roadway User Fee. a) Identification of system users expected to receive assessment b) C) d) e) Approach to assessing fee to individual properties Fee structure Exemptions Appeals policy G.2Data Collection: This effort will be limited to existing, available information. FNI will collect and integrate into a GIS database the following information, as available: a) Existing parcel information from the City and/or Denton County AppraisalDistrict. b) C) d) e) Current utility billing records Building development area from Appraisal District data or other existing GIS data approved by the City Land use data from the City, Denton Central Appraisal District, FNI’s internal files, and the City’s recently completed impact fee study Trip factors for the various land uses – FNI will utilize the service unit equivalency table prepared as part of the current city roadway impact fee study as a basis for defining tiered fee structuring. G.3Roadway User Fee Rate Model: FNI will create up to three (3) Roadway User Fee Rate Models using a combination of the information collected in Task GS.2. Each model option will assume a single rate for each single-family residential property, and non-single family residential property rates will be determined based on a combination of the data collected in Task G.2. Options will include: a)Basis for classification of travel characteristics b) Fee structure City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 22 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF C) d) e) Rates (Residential and non-residential fee options) by classification and/ortrer Exemptions FNI will meet with the City to discuss fee structure options, and based on meeting input from the City staff, FNI will modify the three (3) fee rate options for consideration by City Council. G.4Roadway User Fee Ordinance, Fee Schedule and Appeals Process: FNI will support the city in the development of a draft Roadway User Fee ordinance, fee schedule andappeals process for Council adoption. The City will be responsible for all public outreach, required noticing and publishing of public noticing consistent with state and/or local requirements. G.5Fee Table Structure: FNI will provide the City with a fee table structure for the Roadway User Fee to be added into the City’s existing utility billing system. G.6City Council Meeting for Utility Ordinance and Fee Schedule Adoption: The City will present the Roadway User Fee Ordinance and Fee Schedule to be considered for adoption. FNI will support with the development of meeting materials for public hearings. G.7Roadway User Fee Utility Billing Integration: FNI will coordinate with City staff to integrate the Roadway User Fee data developed in GIS into the City’s utility billing system. FNI will utilize the City’s unique identifiers for each property to allow for ongoing maintenance of the appropriate Roadway User Fee between the City’s GISand utility billing system. a) b) Quality control testing prior to transition: FNI will coordinate with Citystaff to conduct up to two (2) trial billing runs. Following each cycle FNI will conduct tHaI data exports to GIS for maintenance updates. Utility billing maintenance methodology: FNI will coordinate with theCity to develop a data integration approach for maintenance of the dataset. This will include maintenance of data through project development to keep dataset current. G.8Cost of Service Evaluation: FNI will perform an independent Cost of Service Evaluation based on the roadway lifecycle and funding model and coordination with City staff. G.9Roadway User Fee Implementation Final Report: FNI will prepare a final report thatdocuments the basis and approach for the development, implementation and maintenance of the City’s Roadway User Fee. FNI will provide the City with five (5) hard copies and one (1) electronic file of the draft Roadway User Fee Report upon completion of the project. Upon receipt of the City’s final comments, FNI will City of Denton, Texas Contract 7878 Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 23 of 34 DocuSign Envelope ID: 7E861467-83DC-+4Cl-94AA-3A5659B9E4FF finalize the report and deliver five (5) hard copies and one (1) electronic file to the City G.10 Public Outreach: FNI will develop up to two (2) mailers and/or social media postings to be distributed to the community. The mailers/postings will provideinformation to educate the community about the need for and benefit of properpavement management, the equitable nature of funding this service through a Roadway User Fee, and the proposed fee recommended for approval by City Council. This information will be provided to the City in an electronic format for printing as a utility bill insert, separate mailer, handout, or social media posting. The City will be responsible for the logistics and cost of printing and distributing the information. G.11 Roadway User Fee Web Site: FNI will develop a roadway management web site for the community to learn about current activities, needed activities, and funding options to address both in the long term. The web site will be developed as a stand-alone site linked from the City’s web site. G.12 Stakeholder Meetings: FNI will provide technical support to the City for up to five (5) public stakeholder meetings to educate the community about pavement management and needs, to present funding recommendations, and to collect publicinput. The City will be responsible for securing a location for each meeting and providing seating for attendees. The City will provide presentation equipment, note boards, comment forms, handouts, and light refreshments. FNI will support with the development of a PowerPoint presentation discussing the methodological approach to the development of the Roadway User Fee, the framework for fee structuring and program implementation. G.13 Road User Fee Implementation On-call Assistance: FNI will provide on-call implementation assistance to help the City initiate billing, proactively address key stakeholder concerns, respond to community questions, and other related activities requested by the City. SPECIAL SERVICES SUMMARY OF DELIVERABLES: Ma – Roadway Management Strategy Dynamic Modeling Tool Roadway Management Tool Requirements Document (Task F.4) Initial Draft Roadway Management & Funding Tool (Task F.5) Final Draft Roadway Management & Funding Tool (Task F.7) Final Roadway Management & Funding Tool (Task F.9) • •• • Task G – Roadway User Fee Development and Implementation Roadway User Fee Policies and Goals Memo (Task G.1)• Roadway User Fee Model Fee Structure Options (Task G.3)• Roadway User Fee Draft Ordinance, Fee Schedule, and Appeals Process ( Task G.4) Draft Roadway User Fee Rate Structure (Task G.5) Final Draft Roadway User Fee Development and Implementation Report (Task G.9) • • • City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 24 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DCdj4Cl-94AA-3A5659B9E4FF •Public Outreach Content for Mailers, Social Media, Web Site (Tasks G.10, G.11) SPECIAL SERVICES PROJECr SCHEDULE: Task F – Roadway Management Strategy Dynamic Modeling Tool • To be determined in coordination with City staff. Typical schedule would be 3-5 monthsfrom Notice to Proceed. Task G – Roadway User Fee Development and Implementation • To be determined in coordination with City staff Typical schedule would be 4-6 months from Notice to Proceed. Additional time may be necessary to accommodate public outreach. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18Page 25 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC-+4Cl-94AA-3A5659B9E4FF TOTAL COMPENSATION FNI will provide the identified Basic Services for the lump sum total of Two-Hundred Twenty-Nine Thousand Nine Hundred Dollars ($229,900.00). Upon request of the City, FNI will provide Special Services for Task F (Roadway Management Strategy Dynamic Modeling Tool) for the lump sum total of One-Hundred Twenty-Eight Thousand Nine Hundred Dollars ($128,900.00) and for Task G (Roadway User Fee Development and Implementation) for the lump sum total of One-Hundred Ninety-Two Thousand One Hundred Dollars ($ 192,100.00) BASIC SERVICES Task A: Project Management $19,800.00 Task B: Data Collection and Review $25,600.00 Task C: Roadway Maintenance & Improvement Strategy Evaluation $78,400.00 Task D: Roadway Funding Evaluation $91 ,200.00 $ 14,900.00Task E: Roadway Funding Strategy Report Basic Services Subtotal $229,900.00 SPECIAL SERVICES Task F: Roadway Management Strategy Dynamic Modeling Tool $ 128,900.00 $ 192, 100.00Task G: Roadway User Fee Development and Implementation Special Services Subtotal $321,000.00 PROJECT TOTAL $550,900.00 City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 26 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF Exhibit C Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advanceof Bid submission the availability of insurance certifIcates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain 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 ofDenton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notifIcation of bid award, Contractor shall me 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 forclarifIcation 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. AU 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. •Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles orself-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. •Liability policies shall be endorsed to provide the following: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 27 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. •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 three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. •Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, theContractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. •Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the Cityreceives 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 1 A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shallbe written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. City of Denton. TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 28 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DCdj4Cl-94AA-3A5659B9E4FF If the Commercial General Liability form (ISO Form CG 0001 current edition) isused • 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. •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 propertydamage 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 $500,000.00 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 arising out of 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 benamed 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 workperformed for the City by the Named Insured. For building or construction projects, theContractor shall comply with the provisions of Attachment 1 in accordance with City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18Page 29 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker'sCompensation Commission (TWCC). []Ownerts and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor’s liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X]Professional Liability InsuranceProfessional 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. []Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall beprovided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. []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 Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 30 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF ATTACHMENT 1 []Workers’ Compensation Coverage for Building or Construction Projects forGovernmental 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 allpersons 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 food/beverage 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 thecoverage 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 Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 31 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF 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 statutoryrequirements 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 thecontractor: 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 Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 32 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF 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 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. 7) 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 Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 33 of 34 Contract 7878 DocuSign Envelope ID: 7E861467-83DC44Cl-94AA-3A5659B9E4FF Exh1 b1 t D CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular 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 F-reese and Nlcholsl ].nc. 2 LJ 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. d Name of local government officer about whom the information in this section is being disclosed. N/A Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?a Yes = No B . Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity?[] Yes [] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? = Yes = No D.Describe each employment or business and family relationship with the local government officer named in this section. N/A 4 5 La I have no Conflict of Interest to disclose. 2/1/2022 business with the governmental entity Date [kx:uSign Certificate Of Completion Envelope Id: 7E86146783DC44CI 94AA3A5659B9E4FF Subject: Please DocuSign: City Council Contract 7878 - Roadway Funding Strategy Source Envelope: Document Pages: 35 Certificate Pages: 6 Status: Completed Signatures: 6 Initials: 1 Envelope Originator: Cori Power 901B 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 1/31/2022 11 :44:36 AM 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: 1/31/2022 11 :49:21 AM Viewed: 1/31/2022 1 1 :49:42 AM Signed: 1/31/2022 11 :50:23 AM 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: 1/31/2022 1 1 :50:25 AM Viewed: 1/31/2022 12:26:43 PM Signed: 1/31/2022 12:29:03 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) 'DocuSign•d by: IManlthtAhA,4B070831&4AM38 Sent: 1/31/2022 12:29:06 PM Viewed: 1/31/2022 5:22:40 PM Signed: 1/31/2022 5:29:29 PM Signature Adoption: Pre-selected Style Using IP Address: 68.191.210.54 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Chris Bosco CB@freese.com Principal Freese and Nichols, Inc. Security Level: Email, Account Authentication (None) Sent: 1/31/2022 5:29:31 PM Viewed: 1/31/2022 5:36:17 PM Signed: 2/1/2022 9:29:10 AM Signature Adoption: Pre-selected Style Using IP Address: 97.75.108.6 Electronic Record and Signature Disclosure:Accepted: 1/31/2022 5:36:17 PMID: 19b074dl-88974a02-9314-e8524387c7f2 Signer Events ethan cox ethan.cox@cityofdenton.com General Manager of Public Works Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 2/1/2022 9:29:15 AM Viewed: 2/1/2022 9:30:37 AM Signed: 2/1/2022 9:30:48 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 8/7/2018 4:24:18 PMID: feebacc3-151e47bb-af6d-be8889ffcb35 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 2/1/2022 9:30:50 AM Viewed: 3/2/2022 9:57:21 AM Signed: 3/2/2022 9:58:18 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 3/2/2022 9:58:20 AM Viewed: 3/2/2022 9:58:46 AM Signed: 3/2/2022 9:58:53 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) Sent: 3/2/2022 9:58:56 AM Viewed: 3/2/2022 2:35:41 PM Signed: 3/2/2022 2:36:59 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Accepted: 3/2/2022 2:35:41 PMID: 04324283-6ad2't8d6-96be-3dee2e5e3d71 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 1/31/2022 1 1 :50:26 AM Carbon Copy Events 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 Status Timestamp Sent: 2/1/2022 9:30:50 AM Viewed: 2/2/2022 7:53:28 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 3/2/2022 2:37:02 PM Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 3/2/2022 2:37:02 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 1/31/2022 11 :49:21 AM 3/2/2022 2:35:41 PM 3/2/2022 2:36:59 PM 3/2/2022 2:37:03 PM 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: Chris Bosco, ethan cox, 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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