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22-91622-916ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC., FORPROFESSIONAL ENGINEERING SERVICES RELATED TO THE UNION PACIFIC RAILROAD (UPRR) DOWNTOWN QUIET ZONE DESIGN FOR THE CITY OF DENTON ASSET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDSTHEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7292-o06 – PROFESSIONALSERVICES AGREEMENT FOR ENGINEERING SERVICES AWARDED TO KIMLEY-HORN AND ASSOCIATES, INC., IN THE NOT-TO-EXCEED AMOUNT OF 83 12,000.00). 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 Kimley-Horn and Associates, 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 byreference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. s e c o n d = m o t i o %g Ev e nW a n c e w a s rr1 : thE o r d i n agE:ba bgh:Fr: ve ; I the following vote LL - a : Aye 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: ,/’IZV/ v'’ V/ y’ V/ PASSED AND APPROVED thi, th, Jd d,y ,f Mat _, 2022. DSPEA ATTEST: ROSA RIOS, CITY SECRETARY b\\IIt II JIll Hi C;nbeu + alPdIP ga APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella LunnDN: cn=Marcella Lunn, o, ou=City BY: Hi's=ll'-„„„:'„H''“e - DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 DENTON Docusign City Council Transmittal Coversheet PSA 7292–006 File Name UPRR Downton QuIet Zone DesIgn P,r,h„i.gC,„t„t c ''1 p '"'‘ City Council Target Date MAY 3 ’ 2022 App1 i cab1 ePiggy Back Option NOt Contract Expiration Ordinance N/A 22-916 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 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 Kimley-Horn and Associates, Inc., with its corporate office atQ5/03/2022 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Union Pacific Railroad (UPRFt) Downtown Quiet Zone Design (the "PROJECT"). SECTION 1 Scope 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 Servicesattached 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 notpay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resultingfrom oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to thisAGREEMENT in an amount not to exceed $312,000 in the manner and in accordance with the fee schedule as set forth in Attachment B. Payment shall be considered fullcompensation for all labor, materials, supplies, and equipment necessary tocomplete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall 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 theCITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment D. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 1 of 19 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 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 D 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 particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of anybalance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) in the event of a disputed or contested billing, only that portion so contested 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 similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 2 of 19 DocuSign Envelope ID: EC7589CA-5FEEd12B2-BIAA-5BCID674B364 care 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 other subsurface investigations in connection with design and engineering work to beperformed 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 andsample 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. CITY may use such drawings in anymanner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site,whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the 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 bysuch 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. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 3 of 1 9 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 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, if the 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 this AGREEMENT between CITY and ENGINEER be construed as requiringENGINEER 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 adeviation from 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 withAttachment A. (2) in providing opinions of cost, financial analyses, economic feasibility projections,and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; andother economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warrantythat the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections,or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge,information, and belief from selective sampling and observation that the work hasprogressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain thatthe construction contractor has completed the work in exact accordance with theAGREEMENT Documents; that the final work will be acceptable in all respects; that the City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 4 of 1 9 DocuSign Envelope ID: EC7589CA-5FEEz12B2-BIAA-5BCID674B364 ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials,or equipment has passed to the CITY free and clear of liens, claims, security interests, 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 compiled and furnished by others, and may not always represent the exact location, type of variouscomponents, or exact manner in which the PROJECT was finally constructed. TheENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years afterfinal payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers andrecords of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal workinghours to all necessary ENGINEER facilities and shall be provided adequate andappropriate work space in order to conduct audits in compliance with the provisions 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 the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant,involving transactions to the subcontract, and further, that the CITY shall haveaccess 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 ofthe time copyIng is performed. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 5 of 19 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 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 General Liability 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 rightsof defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall applyas primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. The CommercialGeneral 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 are normally contained within the policy,unless the CITY specifically approves such exclusions in writing. ii.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 the engineer 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 or commercial umbrella liability insurance obtained by ENGINEERpursuant to this AGREEMENT or under any applicable autophysical damage coverage. c. Workers’ Compensation – ENGINEER shall maintain workers City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 6 of 19 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 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 $100,000.00each employee for bodily injury by disease, with $500,000.00 policy limit. 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 workers compensation and employer’s liability or commercial umbrella insurance obtained byENGINEER pursuant to this AGREEMENT. d.Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date ofthe AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate ofinsurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained allrequired insurance shall be attached to this AGREEMENT prior to itsexecution . b.Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as itsinterests may appear. The term CITY shall include its employees,officers, officials, agents, and volunteers as respects the contractedservIces 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 material change incoverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sentto the respective Department Director (by name), City of Denton, 901Texas Street, Denton, Texas 76209. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 7 of 19 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 f. Insurers for all policies must be authorized to do business in the State ofTexas and have a minimum rating of A:V or greater, in the current A.M.Best Key Rating Guide or have reasonably equivalent financial strengthand solvency to the satisfaction of Risk Management. g.Any deductible or self insured retention in excess of $25,000.00 thatwould change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. TheCITY, at it sole discretion, may consent to alternative coveragemaintained through insurance pools or risk retention groups. Dedicatedfinancial resources or letters of credit may also be acceptable to theCITY h. Applicable policies shall each be endorsed with a waiver of subrogationin favor of the CITY as respects the PROJECT. 1.The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on 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. 1.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. K. Independent Consultant City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 8 of 1 9 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 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 financialinterest, 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 PROJECTto permit testing and evaluation . (2) if asbestos or other hazardous substances are suspected, the CITY mayrequest 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 design criteria 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 design changes 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, theENGINEER shall notify the CITY of such changes and an adjustment in compensation willbe made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed perAttachment D to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agentsshall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 9 of 19 DocuSign Envelope ID: EC7589CA-5FEEJj2B2-BIAA-5BCID674B364 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 andENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to theENGINEER, such tests of equipment, machinery, pipelines, and other components of theCITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, 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 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 D. 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. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 10 of 19 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 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 thegeneration, treatment, storage, or disposition of such materials. Inconsideration of the associated risks that may give rise to claims by thirdparties or employees of City, City hereby releases ENGINEER from anydamage or liability related to the 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 of ENGINEER’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 forcontractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain nodirect action against the ENGINEER, its officers, employees, andsubcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITYwill be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITYand 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 rightthe CITY has to bring a claim against ENGINEER. I. CITYs Insurance City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 1 1 of 19 DocuSign Envelope ID: EC7589CA-5FEE212B2-BIAA-5BCID674B364 (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 the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or 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, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties K. Changes The CITY may make or approve changes within the general Scope of Services in 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. SECTION 6 General 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 All designs, drawings, specifications, documents, and other work products of theENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration bythe 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. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 12 of 19 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 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 the nonperforming 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, theENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specificationsor 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 approvalwill be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, anequitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will bemade City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 13 of 19 DocuSign Envelope ID: EC7589CA-5FEEz12B2-BIAA-5BCID674B364 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 COMM11-FED BY THE ENGINEER OR ENGINEER’SAGENT. CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICHTHE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONALTORT. INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY ASUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATrORNEY’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. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceabilitywill not affect any other provision, and this AGREEMENT shall be construed as if suchinvalid, 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 andregulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding orignorance 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. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 14 of 19 DocuSign Envelope ID: EC7589CA-5FEEZF2B2-BIAA-5BCID674B364 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 withcopies of all 1-9 forms and supporting eligibility documentation for each employee whoperforms work under this AGREEMENT. ENGINEER shall adhere to all Federal andState laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to performsuch services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESSFROM ANY 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 right to immediately terminate this AGREEMENT for violations of this provision byENGINEER L. Prohibition on Contracts with Companies Boycotting Israel Engineer acknowledges that in accordance with Chapter 2271 of the TexasGovernment 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 this agreement, 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 Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization.By signing this agreement, Engineer certifies that Engineer’s signature provideswritten verification to the City that Engineer, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible toreceive payments under this agreement by doing business with Iran, Sudan, or aforeIgn terrorIst organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. N. Prohibition on Contracts with Companies Boycotting Certain EnergyCompanies Engineer acknowledges that in accordance with Chapter 2274 of the Texas City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 15 of 19 DocuSign Envelope ID: EC7589CA-5FEE-12B2-BIAA-5BCID674B364 Government Code, City is prohibited from entering into a contract with a company forgoods or services unless the contract contains written verification from the companythat it (1 ) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and“company” shall have the meanings ascribed to those terms in Section 809.001 of theTexas Government Code. By signing this agreement, Engineer certifies thatEngineer’s signature provides written verification to the City that Engineer: V)does not boycott energy companies; and (2) will not boycott energy companiesduring the term of the agreement. Failure to meet or maintain the requirementsunder this provision will be considered a material breach. O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entitiesand Firearm Trade Associations Engineer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company forgoods or services unless the contract contains written verification from the company that it (1 ) does not have a practice, policy, guidance, or directive that discriminatesagainst a firearm entity or firearm trade association; and (2) will not discriminate duringthe term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and“firearm trade association” shall have the meanings ascribed to those terms in Chapter2274 of the Texas Government Code. By sIgnIng this agreement, Engineer certifiesthat Engineer’s signature provides written verification to the City that Engineer:(1) does not have a practice, policy, guidance, or directive that discriminatesagainst a firearm entity or firearm trade association; and (2) will not discriminateduring the term of the contract against a firearm entity or firearm trade assocIatIon. Failure to meet or maintain the requirements under this provision will beconsidered a material breach. P. Termination Right for Contracts with Companies Doing Business with CertainForeign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets therequirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned byor the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designatedcountry (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. Q. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 16 of 19 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 of the Government Code. The law states that the City may not enter into this contractunless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Engineer submits the signed contract. The Texas Ethics Commissionhas 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 56. Log onto the State Ethics Commission Website at : https://www.ethics.state .tx.us/filinginfo/1295/Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295Email the form to purchasing@cityofdenton.com with subject line. (EX: Contract 1234 – Form 1295) the contract number in the 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 theTexas 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 performanceof 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 shallconstitute impropriety in office, and any officer or employee guilty thereof shall besubject to disciplinary action up to and including dismissal. Any violation of this provision, 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 executed in one or more counterparts and each counterpart shall, for all purposes, bedeemed an original, but all such counterparts shall together constitute but one and thesame instrument. The following attachments and schedules are hereby made a part of City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 17 of 19 DocuSign Envelope ID: EC7589CA-5FEEz+2B2-BIAA-5BCID674B364 this AGREEMENT: Attachment A - Scope of Services Attachment B - Compensation Attachment C – Changes and Amendments to AgreementAttachment D - Project Schedule These documents make up the AGREEMENT documents and what is called for by oneshall be as binding as if called for by all. In the event of an inconsistency or conflict inany of the provisions of the AGREEMENT documents, the inconsistency or conflict shallbe resolved by giving precedence first to the written AGREEMENT then to theAGREEMENT documents in the order in which they are listed above. 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. Duly executed by each party’s designated representative to be effective on' 05/03/2022 ' ' ' - ' ENGINEER CITY OF DENTON, TEXAS BY, [ hI-H%@ECITY MANAGERSIGNATURE Pdnted Name. Scott Arnold Title. vice President ATTEST: ROSA RIOS. CITY SECRETARY 'DocuSlgned by:BY: IRauRi% IC5CA8C5EI 75493. 8173356511 PHONE NUMBER Scott .arno1 d@klm1 ey-horn . com EMATT . ADDRESS 2022-874041 APPROVED AS TO LEGAL FORM:MACK REINWAND. CITY ATTORNEYTEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER BY:ALartLLLA{;MMA, I City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 18 of 19 DocuSign Envelope ID: EC7589CA-5FEEz12B2-BIAA-5BCID674B364 THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligations andbusiness terms. Rebecca Di vi ney PRINTED NAME Di rector of Capita1 Projects/City EngineerTITLE Capita1 Projects/Engi neerl ngDEPARTMENT City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 2 of 19 DocuSign Envelope ID: EC7589CA-5FEE=}2B2-BIAA-5BCID674B364 Attachment aDESIGN SERVICES FORDOWNTOWN UPRR QUIET ZONE DESIGN PROJECT ATTACHMENT “A” Scope of Services and Fee for Engineering Design Related Services for: DOWNTOWN UNION PACIFIC RAILROAD (UPRR) QUIET ZONEDESIGN The scope set forth herein defines the work to be performed by the ENGINEER in completingthe project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE The objective of this project is to design improvements to support the implementation of quiet zones at four (4) crossings of UPRR at East Prairie Street, East Sycamore Street, East Hickory Street and East McKinney Street. The project also includes coordination with UPRR and FRA and preparing documents necessary to establish the quiet zone at these four (4) crossings . Work under this agreement consists of project management, data collection, diagnostic meeting and railroad coordination, conceptual design, preliminary and fInal design, bid phase services, construction phase services, topographic survey and TDLR permitting. WORK TO BE PERFORMED Task 1 Task 2 Task 3 Task 4 Task 5 Task 6 Task 7Task 8 Task 9 Task 10. Design ManagementTraffic Data Collection Diagnostic Meeting and Railroad Coordination Conceptual Design (30%) Preliminary Design (60%) Final Design (90% and 100%) Bidding Phase ServicesConstruction Phase Services Topographic Survey Services TDLR Permitting TASK 1. DESIGN MANAGEMENT. ENGINEER will manage the work outlined in this scope to ensure efficient and effective use of ENGINEER’s and CITY’s time and resources. ENGINEER will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues with the CITY’s Project Manager and others as necessary to make progress onthe work. 1.1.Managing the Team: •Lead, manage and direct design team activities Page 1 of 13 DocuSign Envelope ID: EC7589CA-5FEEz12B2-BIAA-5BCID674B364 Attachment aDESIGN SERVICES FORDESIGN SERVICES FOR DOWNTOWN UPRR Quin ZONE DESIGN PROJECT Ensure Quality Control / Quality Assurance (QC/QA) is practiced in performanceof the work. Communicate internally among team members Task and allocate team resources • • • 1.2 Communications and Reporting: •Attend a pre-design project kickoff meeting with CITY staff to confirm and clarify scope, understand CITY’s objectives, and ensure economical and functional designs that meet CITY’s requirements. •Attend two (2) field meetings with CITY representatives prior to the 30% and 90%submittals. • • • • • Conduct and document monthly project update meetings with CITY’s Project Manager and CITY staff. Conduct review meetings with CITY at the end of each design phase. Conduct QC/QA reviews and document those activities. Prepare invoices and submit monthly in the format requested by the CITY. Prepare and submit monthly project status reports in the format provided by theCITY • • Prepare and submit baseline project schedule initially, and project schedule updates with a schedule narrative monthly. Coordinate with other agencies and entities as necessary for the design of the proposed infrastructure and provide and obtain information needed to prepare the design. The coordination with railroad and FRA is included separately on Task 3 . •With respect to coordination with permitting authorities, ENGINEER shall communicate with permitting authorities such that their regulatory requirements are appropriately reflected in the designs. ENGINEER shall work with regulatory authorities to obtain approval of the designs, and make changes necessary to meet their requirements, as part of the design scope. ASSUMPTIONS • • • • • • • One (1) pre-design project kickoff/chaaering meeting. Two (2) field review meetings. Twelve (12) monthly project update meetings during design phase. Two (2) plan review meetings. Project design phase is estimated to be Twelve (12) months. Project construction phase is estimated to be nine (9) months. Twelve (12) monthly updates of project status reports and project schedule. Page 2 of 13 DocuSign Envelope ID: EC7589CA-5FEEz12B2-BIAA-5BCID674B364 Attachment aDESIGN SERVICES FORDESIGN SERVICES FORDOWNTOWN UPRR Quin ZONE DESIGN PROJECT DELIVER&BLES • • • • • Meeting summaries with action items Baseline design schedule Monthly schedule updates with schedule narrative describing any current or anticipated schedule changes Monthly project status reports Monthly invoices TASK 2. TRAFFIC DATA COLLECTION. ENGINEER will, via a sub-consultant, collect the 72 hours traffic and pedestrian volumes counts for all four railroad crossings locations. A total of four (4) 72- hour tube counts and up to four (4) pedestrian counts are included. The traffic data will be utilized for the quiet zonerisk calculation. ASSUMPTIONS • None DELIVERABLES • Traffic Data TASK 3. DIAGNOSTIC MEETING AND RAILROAD COORDINATION. ENGINEER will assist CITY with the railroad coordination and diagnostic meeting to establish quiet zone for these four crossings. This task will consist of the following: • • • • • • • • Perform quiet zone calculation for the corridor. Coordinate, prepare and attend diagnostic meeting with CITY, UPRR and FRA. Prepare diagnostic meeting notes and exhibit to distribute diagnostic team for review . Address comments on diagnostic meeting notes and exhibits. Prepare and submit Notice of Intent (NOI) for review. Update and respond to comments from NOI. Prepare and attend for the quiet zone compliance construction site visit. Prepare and submit Notice of Establishment (NOE). ASSUMPTIONS • Two (2) site visits are assumed DELIVERABLES • Diagnostic meeting notes and exhibits• NOI• NOE, Page 3 of 13 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 Attachment a DESIGN SERVICES FORDESIGN SERVICES FORDOWNTOWN UPRR Quin ZONE DESIGN PROJECT TASK 4. CONCEPTUAL DESIGN (30 PERCENT). The Conceptual Design shall be submitted to CITY per the approved Project Schedule. The purpose of the conceptual design is for the ENGINEER to identify, develop, communicate through the defined deliverables, and recommend the design concept that successfully addresses the design problem, and to obtain the CITY’s endorsement of this concept. ENGINEER will develop the conceptual design of the infrastructure as follows. 4.1. Data Collection •In addition to data obtained from the CITY, ENGINEER will research and make efforts to obtain pertinent information to aid in coordination of the proposed improvements with any planned future improvements that may influence the project. ENGINEER will also identify and seek to obtain data for existing conditions that may impact the project including utilities, agencies (CITY, TxDOT,etc), CITY Master Plans, and property ownership as available from the TaxAssessor's office. • The ENGINEER will consult with the CITY’s Public Works Department, public utilities, private utilities, and government agencies to determine the approximate location of above and underground utilities, and other facilities (current and future) that have an impact or influence on the project. 4.2.Utility Clearance • ENGINEER will develop the design of CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. Where conflicts cannot be avoided, coordination of Utility Conflicts will begin at the Conceptual Design phase. • in the case of a public utility conflict, the ENGINEER will design CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. 4.3 The Conceptual Design Package shall consist of the following: • Preliminary cover and index of sheets showing project limits, area location map and beginning and end station limits. • • Quantity Summary page. Existing typical sections of the roadway to be constructed along with proposed typical sections which outline the proposed improvements. Typical sections shall consist of existing and proposed ROW, existing and proposed lane widths and direction arrows, existing and proposed curbs, sidewalks, and retaining walls. •Conceptual roadway sheets showing existing and proposed horizontal roadway alignments, existing and proposed ROW, existing and proposed sidewalks and driveways, proposed lane dimensions and lane arrows, existing drainage structures,CITY owned and franchise utilities. Page 4 of 13 DocuSign Envelope ID: EC7589CA-5FEE-+2B2-BIAA-5BCID674B364 Attachment aDESIGN SERVICES FORDESIGN SERVICES FOR DOWNTOWN UPRR QUIET ZONE DESIGN PROJECT • Documentation of key design decisions. • Opinion of probable construction cost (OPCC). ASSUMPTIONS • Three (3) sets of ll“x17” size plans will be delivered to CITY for the 30% design. • ENGINEER shall not proceed with Preliminary Design activities without written approval by the CITY and TxDOT of the Conceptual Design Package. • The improvements to be designed at each location are as follows: East Prairie Street o Add curb and gutter to protect gates on both sides. UPRR requires gates to be 5’-3” from face of curb to center of gates. if no curb and gutter the gate needs to be 9’-3” from edge of pavement (EOP). o Update median design on the west of the tracks as necessary. o Redesign and move the median to reflect recent track removal by UPRR. o Narrow driveway on NW corner. o Relocate driveway on SE corner. o Add sidewalk across tracks on north side of the street. The proposedsidewalk will stop roughly 100 feet east of tracks to allow for futureconnectron. o it is assumed that the sidewalk connection on south side of the road is not needed. If required, it will be provided as separate scope of work. o Add additional RR panel for new sidewalk on north side of the road. o No pedestrian and bypass gates are assumed. If required, it will be provided as separate scope of work. o Collect additional topographic survey on north side of the tracks for sidewalk construction. Refer to Task 9 for details. o Mill and overlay to improve pavement conditions for approximately 150feet on either side of the tracks. East Sycamore Street o Add curb and gutter to protect gates on both sides. UPRR requires gates to be 5’-3” from face of curb to center of gates. If no curb and gutter the gateneeds to be 9’-3” from EOP. o Redesign both east and west medians to reflect recent track removal by UPRR. The existing design of the proposed western median needs to be Page 5 of 13 DocuSign Envelope ID: EC7589CA-5FEE=12B2-BIAA-5BCID674B364 Attachment aDESIGN SERVICES FORDESIGN SERVICES FORDOWNTOWN UPRR euIEr ZONE DESIGN PROJECT revised to accommodate the drainage. As currently designed, the proposed median would create a ponding situation on the road. 0 0 0 0 0 0 0 Redesign drainage culvert on SW corner to eliminate vertical drop-off The drop-off is creating roadside hazard to the cars that needs to be protected. Add sidewalk across tracks on north side of the street (Excluded from this scope as this work is already included with the Sycamore Welch TA scope). It is assumed that the sidewalk connection on south side of the road is not needed. If required, it will be provided as separate scope of work. Design a driveway apron, up to the ROW, for the area of UPRR tracks removal. This driveway will be utilized by UPRR as an access road. No pedestrian and bypass gates are assumed. If required, it will be provided as separate scope of work. Coordinate the relocation of existing RR gates on the east side to reflect the recent track removal by UPRR. Mill and overlay to improve pavement conditions for roughly 350 feet. Approximately 200 feet on the west side of the tracks and 150 feet on theeast side of tracks. East Hickory Street o Add sidewalk on both sides of streets. It is anticipated that RR gates will be relocated by UPRR to allow for the better alignment of sidewalk at theback of curb. 0 The alternative sidewalk design would be going behind existing RR gates. This will require additional ROW and additional sidewalk and parkway grading. 0 Redesign driveway on the NW corner. It is assumed that CITY will coordinate with property owner for driveway modification. ENGINEERwill assist CITY as needed on the coordination on task. 0 Adjust west median as necessary for the driveway changes. Redesign median on east side to reflect the recent track removal by UPEE. The 1 foot median that was previously designed by the CITY is no longer required. 0 0 Construct a driveway on NE corner up to ROW line where UPRR has recently removed the tracks. Currently there is ponding on the SE corner adjacent to removed tracks. Regrade roadway to improve drainage. Major roadway profile adjustment is not include on the scope. 0 Additional survey is needed for the sidewalk design. Refer to Task 9 fordetails Page 6 of 13 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 Attachment aDESIGN SERVICES FORDESIGN SERVICES FORDOWNTOWN UPRR QUIET ZONE DESIGN PROJECT East McKinney Street o Add sidewalk on both sides of streets. Onthe north side, there is an existing drainage channel close to roadway which will require pedestrian rail toaccommodate sidewalk. 0 Verify median design and evaluate if the median can be widened. The current CITY design proposed 1-foot-wide median is very narrow considering the number of traffic lanes and amount of traffic. 0 0 0 0 If roadway widening is required to install a wider median, it will be provided under separate scope. Redesign eastern median to reflect the recent removal of the second set of tracks by UPRR. Coordinate the relocation of railroad gates to allow space for sidewalk and to meet the clearance requirements from edge of pavement. Additional survey is need for the sidewalk design. Refer to Task 9 for details. DELrVERABLES • Conceptual Design Package TASK 5. PRELIMINARY DESIGN (60 PERCENT). Preliminary plans and specifications shall be submitted to CITY per the approved ProjectSchedule. ENGINEER will develop the preliminary design of the infrastructure as follows. 5.1 The Preliminary Design Drawings and Specifications will consist of the following: • Preliminary cover and index of sheets including project limits, area location map and beginning and end station limits. • • Quantity Summary page. Traffic Control Plan consisting of construction signage and pavement markingswhich will be in accordance with the latest edition of the Texas Manual on Uniform Traffic Control Devices. •A Project Control Sheet, showing all Control Points, used, or set while gathering data. Generally, on a scale of not less than 1:400. The following information shallbe indicated for each Control Point: identified (existing CITY Monument #8901, PK Nail, 5/8” Iron Rod); X, Y and Z coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on CITY Datum only; descriptive location. •Updated existing and proposed typical section sheets. Page 7 of 13 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 Attachment aDESIGN SERVICES FORDESIGN SERVICES FOR DOWNTOWN UPRR Quin ZONE DESIGN PROJECT Updated sidewalk plan sheets displaying station and coordinate data for all horizontal alignment P.C.’s, P.T. ’s, P.I.’s. • • • • • • • No less than two bench marks plan/profile sheet. Bearings given on all proposed centerlines, or baselines. Sidewalk layout sheets including ROW lines, horizontal alignments, utilities, curbs, sidewalks, driveways, and existing and proposed contours (0.25’ intervals). Preliminary roadway details to include curbs, curb expansion joints, curb ramps, sidewalks, and pavement details. Documentation of key design decisions. OPCC. 5.2.Constructability Review • Prior to the 60 percent review meeting with the CITY and TxDOT, the ENGINEER shall schedule and attend a project site visit with the CITY Project Manager and CITY staff to walk the project. The ENGINEER shall summarize the comments from the field visit and submit this information to the CITY, and TxDOT in writing. ASSUMPTIONS • Three (3) sets of 1 l“x17” size plans will be delivered to CITY for the 60% designfor review coordination. • ENGINEER shall not proceed with Final Design activities without written approval by the CITY of the Preliminary Design plans. DELIVERABLES • Preliminary Design drawings.• OPCC. TASK 6. FINAL DESIGN (90 PERCENT) AND FINAL CONSTRUCTION DOCUMENTS (100 PERCENT). Upon approval of the Preliminary plans, ENGINEER will prepare construction plans asfollows: • • Final draft construction plans (90%) including specifications shall be submitted to CITY per the approved Project Schedule. Following a 90% construction plan review meeting with the CITY, the ENGINEER shall submit Final Plans (100%) to the CITY per the approved Project Schedule. Each plan sheet shall be stamped, dated, and signed by the ENGINEER registeredin State of Texas. Page 8 of 13 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 Attachment aDESIGN SERVICES FORDESIGN SERVICES FORDOWNTOWN UPRR QUIET ZONE DESIGN PROJECT A Quantity Summary page will be included in both the 900/, and 100% designpackages. Each design sheet of those packages shall include a quantity take offtable. The ENGINEER shall submit an OPCC with both the 90% and 100% design packages. This estimate shall use standard CITY bid items. • • ASSUMPTIONS • Three (3) sets of ll“x17” size drawings will be delivered for the 90% Design package. • Three (3) sets of ll“x17” size drawings will be delivered for the 100% Design package. DELIVERABLES • 90% construction plans. • 100% construction plans and applicable letting forms and documents. • OPCC including summaries of bid items and quantities using CITY standard biditems and format. • Original ll“x17” size cover mylar for the signatures of authorized CITY officials. TASK 7. BIDDING PHASE SERVICES ENGINEER will complete the following tasks for the bidding phase of the project 7.1. Bidding Support • Prepare project manual and construction specifications for project bidding, • Attend pre-bid meeting and bid opening meeting • Assist with bidder questions • Prepare bid tabulations for the bid received to check the accuracy. ASSUMPTIONS • Two (2) meetings are assumed. DELIVERABLES • Bid Tabulation for received bids. TASK 8. CONSTRUCTION PHASE SERVICES. ENGINEER will support the construction phase of the project as follows. 8.1. Construction Support • The ENGINEER shall attend the preconstruction conference. Page 9 of 13 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 Attachment aDESIGN SERVICES FORDESIGN SERVICES FOR DOWNTOWN UPRR Quin ZONE DESIGN PROJECT •Visits fo Site and Observation of Construction. ENGINEER will make up to ten (10) visits as directed by CITY in order to observe the progress of the work. Such observations will not be exhaustive or extend to every aspect of Contractor’s work. Observations will to be limited to spot checking, selective measurement, and similar methods of general observation. Based on information obtained during site visits, ENGINEER will evaluate whether Contractor’s work is generally proceedingin accordance with the Contract Documents, and ENGINEER will keep CITY informed of the general progress of the work. ENGINEER will not supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority to stop the Work or have responsibility for the means, methods, techniques, equipment choice and usage, schedules, or procedures of construction selected by Contractor, for safety programs incident to Contractor's work, or for any failure of Contractor to comply with any laws. ENGINEER doesnot guarantee the performance of any Contractor and has no responsibility for Contractor's failure to perform its work in accordance with the ContractDocuments. •ClarifIcations and Interpretations . ENGINEER will respond to reasonable and appropriate Contractor requests for information and issue necessary clarifications and interpretations of the Contract Documents. Any orders authorizing variations fromthe Contract Documents will be made by CITY or TxDOT. •Shop Drawings and Samples . ENGINEER will review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents. Such review and approvals or other action will not extend to means, methods, techniques, equipment choice and usage, schedules, or procedures of construction or to related safety programs. •Substantial Completion. ENGINEER will, after notice from Contractor that it considers the Work ready for its intended use, in company with CITY, TxDOT, and Contractor, conduct a site visit to determine if the Work is substantially complete. Work will be considered substantially complete following satisfactory completion of all items with the exception of those identified on a final punch list. •Final Notice of Acceptability of the Work. ENGINEER will conduct a final site visit to determine if the completed Work of Contractor is generally in accordance with the Contract Documents and the final punch list. ASSUMPTIONS • Four (4) site visits are assumed. • Four (4) submittal reviews are assumed. • Five (5) RFI’s are assumed. Page 10 of 13 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 Attachment aDESIGN SERVICES FORDESIGN SERVICES FORDOWNTOWN UPRR QUIET ZONE DESIGN PROJECT DELIVERABLES • Response to Contractor’s Request for Information. • Review of shop drawings. • Final Punch List items. TASK 9.TOPOGRAPHIC SURVEY SERVICES. ENGINEER will provide survey support as follows. The survey will supplement the previous survey collected by the CITY which does not cover the areas needed for sidewalk construction. 9.1 Design SuIvey •ENGINEER will perform field surveys to collect horizontal and vertical elevationsand other information needed by ENGINEER in design and preparation of plans for the project. Information gathered during the survey will consist of topographic data, elevations of all sanitary and adjacent storm sewers, rim/invert elevations, location of buried utilities, structures, trees (measure caliper and identify overall canopy), and other features relevant to the final plan sheets. Existing drainage atintersections will be verified by field surveys. Spot elevations will be shown on intersection layouts with cross slope to fit intersecting grade lines. •The minimum survey information to be provided on the plans will consist of the following: A Project Control Sheet, showing ALL Control Points, used or set while gathering data. Generally, on a scale of not less than 1:400: The following information about each Control Point; a. Identified (Existing. CITY Monument #8901, PK Nail, 5/8” Iron Rod) b. X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on CITY Datum only. c. Descriptive Location. Coordinates on all P.C.’s, P.T.’s, P.I. ’s, Manholes, Valves, etc., in the same coordinate system, as the Control. No less than two horizontal bench marks, per line or location. Bearings given on all proposed centerlines, or baselines. Station equations relating utilities to paving, when appropriate. 9.2 Temporary Right of Entry Preparation and Submittal • Prior to entering property, the ENGINEER shall prepare, mail, and obtain Temporary Right of Entry from landowners. Page 11 of 13 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 Attachment aDESIGN SERVICES FORDESIGN SERVICES FOR DOWNTOWN UPRR Quin ZONE DESIGN PROJECT ASSUMPTIONS • The survey will be collected as need to supplement to topographic survey provided by the CITY. DELIVERABLES • Drawing of the project layout with dimensions and coordinate list. TASK 10. TDLR PERMITTING. ENGINEER will provide permitting support for the CITY to obtain any and all agreements and/or permits normally required for a project of this size and type, as follows 10. 1 Texas Department of Licensing and Regulation (TDLR) • Identify and analyze the requirements of the Texas Architectural Barriers Act, Chapter 68 Texas Administrative Code, and become familiar with the governmental authorities having jurisdiction to approve the design of the Project. • ENGINEER is responsible for providing plans that are in compliance with TDLR requIrements. • Submit construction documents to the TDLR • Completing all TDLR forms/applications necessary. • Obtain the Notice of Substantial Compliance from the TDLR. • Request an inspection from TDLR or a TDLR locally approved RegisteredAccessibility Specialist no later than 30 calendar days after construction substantial completion. Advise the CITY in writing of the results of the inspection. • Responding to agency comments and requests. • All costs associated with TDLR plan review and inspections are to be paid by the ENGINEER during the course of the project. ASSUMPTIONS • Permit preparation will begin after approval of the Final Design. • One (1) on-site meeting for the final TDLR inspection is assumed. DELIVERABLES A. TDLR Plan Review Letter. B. TDLR Notice of Substantial Compliance. Page 12 of 13 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OFSERVICES Additional Services not included in the existing Scope of Services – CITY and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, upon the CITY’s written request. Any additional amounts paid to the ENGINEER as a result of any material change to the Scopeof the Project shall be agreed upon in writing by both parties before the services are performed. These additional services include the following: • Sub-surface Utility Engineering (SUE). • Designing of pedestrian and bypass gates at railroad crossings. • Additional roadway design beyond included scope. • Profile adjustments of the roadway. • Preparation of ROW and easement documents. • Negotiation ofeasements or property acquisition • Services related to development of the CITY’s project financing and/or budget. • Construction management and inspection services. • Performance of materials testing or specialty testing services. • Services necessary due to the default of the Contractor. • Services related to damages caused by fIre, flood, earthquake or other acts of God. • Services related to warranty claims, enforcement and inspection after final completion. • Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. • Performance of miscellaneous and supplemental services related to the project as requested by the CITY. FEE AND EXPENSES The ENGINEER will perform the services in Tasks 1 – 10 for the total lump sum fee of $312,000.00. All permitting, application, and similar project fees will be paid directly by theCITY Lump sum fees will be invoiced monthly based upon the overall percentage of servicesperformed. Payment will be due within 30 days of your receipt of the invoice and should include the invoice number and the ENGINEER project number. Page 13 of 13 DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B3 Gl ATrACHMENT BCOMPENSATION FORDOWvrowN UPRR Quin ZONE DESIGN PROJECT ATTACHMENT "B" Compensation for Engineering Design Related Services for: DOWNTOWN UNION PACIFIC RAILROAD (UPRR) QUIET ZONEDESIGN Total compensation for the ENGINEER contemplated under the terms of this agreement shall be lump sum total not-to-exceed 8312,000 for all services including reimbursable expenses. The CITY shall compensate the ENGINEER as follows: The total compensation for Task 1 – Task 10 shall be on a lump sum basis and not to exceed $312,000. Progress payments for shall be paid monthly based on the actual work satisfactorily completed per month. • • • • • • • • • • Task 1 – Design ManagementTask 2 – Traffic Data Collection Task 3 – Diagnostic meeting and Railroad Coordination Task 4 – Conceptual Design (30 Percent) Task 5 – Preliminary Design (60 Percent) Task 6 – Final Design (90 Percent and 100 Percent) Task 7 – Bidding Phase Services $ $ $ S $ $ $ S S $ 18,000 8,000 23,000 61.000 79,000 88,000 5,000 16,000 12,000 2,000 Task 8 – Construction Phase Services Task 9 – Topographic Survey Services Task 10 – TDLR Permitting Sub-total:$ 312,000 Grand Total $312,000 ENGINEER will not exceed the total maximum fee shown without authorization from the CITy Individual task amounts are provided for budgeting purposes only. All permitting, application, and similar project fees will be paid directly by the CITY Payment will be due within 30 days of your receipt of the invoice and should include the invoice number and ENGINEER project number. City of Denton. TexasAttachment BPage 1 of 1 DocuSign Envelope ID: EC7589CA-5FEEJ+2B2-BIAA-5BCID674B364 ATTACHMENT “C” CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Design Services for DOWNTOWN UNION PACIFIC RAILROAD (UPRR) QUIET ZONEDESIGN No modifications to the Standard Agreement are necessary for this project. City of Denton, TexasPage 1 of DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 Attachment "D" DOWNTOWN UNION PACnIC RAILROAD WRR) QUIET ZONE DESIGN Kimley-Horn and Associates, Inc. TASK START DATE Project Initiation Design Notice to Proceed Design Data Collection/Survey 30% Submittal City/ UPRR Review 60% Submittal City/ UPRR Review 90% Submittal City/ UPRR Review Final Design Submittal Bid Package Submittal Bi@m Bid Advertisement May-22 May-22 May-22 Jul-22 Sep-22 Jul-22 Oct-22 Nov-22 Jan-23 Feb-23 Mar-23 Jul-22 Sep-22 Oct-22 Oct-22 Nov-22 Jan-23 Feb-23 Mar-23 Apr-23 Apr-23 May-23 Jul-23 May-23 Jul-23Contractor Selection Conctractor Notice to Proceed Construction Construction Jul-23 Mar-24 Due to the everchanging circumstances surrounding the COVID-19 Virus, situations may arise during the performance of this Agreement that affect availability of resources and staff of Kimley- Horn, the client, other consultants, and public agencies. There could be changes in anticipated delivery times, jurisdictional approvals, and project costs. Kimley-Horn will exercise reasonable efforts to overcome the challenges presented by current circumstances, but Kimley-Horn will not be liable to Client for any delays, expenses, losses, or damages of any kind arising out of the impact ofthe COVID-19 Virus. DQcuSign EnveIQpe ID: EC7589CA-5FEE42B2-BIAA-5BCID674Yxq1 bit CIQ CONFLICT OF INTEREST QUESTIONNAIRE -For vendor or other person doing business with local governmental enti' This questionnaire reflects charme de 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 as definedby Section 176.001 (1 -a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thdate 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.misdemeanor.a W An offense under this section is a Kimley-Horn and Associates , Inc. 2 n 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 day after 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 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must becompleted for each officer with whom the vendor has an employment or other business relationship as cleaned by Section 176.00 1(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?El Yes E 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?n *”n ." D.Describe each employment or business and family relationship with the local govemment officer named in this section 4 5 Lg 1 have no Conflict of Interest to disclose. 4/15/2022 mr iness with the governmental entity Date DocuSign Envelope ID: EC7589CA-5FEE42B2-BIAA-5BCID674B364 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.a.ug Docs/LG/htm/LG 1 76.htm. For easy reference, below are some of the sections cited on this form. Local Government Code q 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on:(A) a transaction that is subject to rate or fee regulation by a federal, state, or local govemmental entity or an agency ofa federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or leaseofgoods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003(a){2){A) and (B): (A) Alocal government officer shall file a conflicts disclosure statement with respect to a vendor if (2) the vendor (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the valck>c (B) has given to the local government officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-month periodpreceding the date the officer becomes aware that:(i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006{a) and {a-1) (a) A vendor shan file a completed conflict ofinterest questionnaire if the vendor has a business relationship with a local governmental entity and: ( 1) has an employment or other business relationship with a local govemment officer of that local governmental entity, or a family memberof the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with theaggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local gavemmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or(2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local govemment officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or(C) of a family relationship with a local government omcer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3d degree of affinity (marriage) or consanguinity (blood or adoption) City Official; for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public rightof-way or other real property interests for public use, Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars (8200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1 ) year. :orm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015 [bcuSign Certificate Of Completion Envelope Id: EC7589CA5FEE42B2BI AA5BCID674B364 Subject: Please DocuSign: City Council Contract 7292-006 UPRR Downtown Quiet Zone Design Status: Completed Source Envelope: Document Pages: 38 Certificate Pages: 7 Signatures: 6Initials: 1 Envelope Originator: Cori Power 901B Texas Street Denton, TX 76209 con.power@cityofdenton.com IP Address: 198.49.140.10 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 4/14/2022 11 :27:52 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 Completed Viewed: 4/14/2022 12:06:45 PM Signed: 4/14/2022 12:47:40 PMSigned by link sent to cori.power@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 4/14/2022 11 :46:06 AM Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 4/14/2022 12:47:43 PM Viewed: 4/1 5/2022 8:42:20 AM Signed: 4/1 5/2022 8:42:59 AM Signature Adoption: Pre-selected Style Signed by link sent to lori.hewell@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Sent: 4/15/2022 8:43:03 AM Viewed: 4/15/2022 3:38:08 PM Signed: 4/1 5/2022 3:54:40 PM Signature Adoption: Pre-selected Style Signed by link sent to marcella.lunn@cityofdenton.com Using IP Address: 47.24.6.135 Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Arnold Scott.arnold@kimley-horn.com Vice President Kimley-Horn and Associates, Inc. Security Level: Email, Account Authentication(None) 'D@cuSbgned by:1 Lda-hA,DIB5A80061EE4E9. Sent: 4/1 5/2022 3:54:44 PM Viewed: 4/15/2022 4:00:35 PM Signed: 4/1 5/2022 4:01 :23 PM Signature Adoption: Uploaded Signature Image Signed by link sent to Scott .arnold@kimley-horn .com Using IP Address: 52.128.53.55 Signed using mobile Electronic Record and Signature Disclosure: Signer Events Signature Accepted: 3/27/2020 10:55:11 AMID: a1 f:38400-e5cc4b5745484dd7e031 355d Timestamp 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 Completed Sent: 4/15/2C)22 4:C)1 :29 PM- Viewed : 4/1 5/2022 4:24:19 PM Signed: 4/1 5/2022 4:24:26 PMSigned by link sent to cori.power@cityofdenton.com Using IP Address: 198.49.140.104 Rebecca Diviney Rebecca.Diviney@cityofdenton.com Director of Capital Projects/City Engineer Security Level: Email, Account Authentication(None) Sent: 4/15/2022 4:01 :28 PM Viewed: 4/1 5/2022 4:44:07 PM Signed: 4/1 5/2022 4:44:27 PM Signature Adoption: Pre-selected Style Signed by link sent to Rebecca.Diviney@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 4/1 5/2022 4:44:07 PMID: eb953406-90464dOb-belc-f4dae71632f7 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Completed Sent: 4/15/2022 4:44:31 PM Viewed: 5/4/2022 1:10:34 PM Signed: 5/4/2022 1:10:56 PMSigned by link sent to cheyenne.defee@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 5/4/2022 1:11 :00 PM Viewed: 5/4/2022 1:14:41 PM Signed: 5/4/2022 1:14:53 PM Signature Adoption: Pre-selected Style Signed by link sent to sara.hensley@cityofdenton.com Using IP Address: 47.184.83.229 Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) 'Docu81gned bv: I Ran R&S . IC5CA8C5EI 75493 Sent: 5/4/2022 1:14:58 PM Viewed: 5/4/2022 1:28:00 PM Signed: 5/4/2022 1 :28:29 PM Signature Adoption: Pre-selected Style Signed by link sent to rosa.rios@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 5/4/2022 1:28:00 PMID: 24bad28a-bfbf2Fdc3-a1 ca-1 73elfe8efa6 In Person Signer Events Signature Timestamp Editor Delivery Events Status Status Timestamp Agent Delivery Events 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: 4/14/2022 12:47:43 PM 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: 4/15/2022 4:44:31 PM Viewed: 4/1 5/2022 5:21 :25 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure;Not Offered via DocuSign Sent: 5/4/2022 1 :28:34 PM Viewed: 5/4/2022 1:51 :51 PM Robin Davis Robin.Davis@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 3/1 1/2022 2:33:30 PMID:f227025f-a213-44b7-90e9-5c9a+61c63d2 Sent: 5/4/2022 1 :28:35 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: 5/4/2022 1 :28:37 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 4/14/2022 11 :46:06 AM 5/4/2022 1 :28:00 PM 5/4/2022 1 :28:29 PM 5/4/2022 1 :28:37 PM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Electronic Record and Signature Disclosure Timestamps Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Scott Arnold, Rebecca Diviney, Rosa Rios, Robin Davis 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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