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22-1131
ORDiNANCE NO. 22-1131 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH FREESE AND NICHOLS, INC., FOR THE DEVELOPMENTOF A STORM WATER MASTER PLAN ASSESSMENT FOR THE DRAINAGE DEPARTMENT AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDSTHEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7599-o06 – PROFESSIONALSERVICES AGREEMENT FOR ASSESSMENT SERVICES AWARDED TO FREESE AND NICHOLS, INC., IN THE NOT-TO-EXCEED AMOUNT OF $500,000.00). WHEREAS, on May 18, 2021, the City Council approved a pre-qualified professional engineering list (Ordinance 21-894); and WHEREAS, the professional services provider (the “Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider’s profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS : SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with Freese and Nichols, Inc., for the development of a Storm Water Master Plan assessment for the Drainage Department, a copy of which is attached hereto and incorporated byreference 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. Th, m,ti,„ t, ,pp„„, thi, ,rdn,n„ w„ m,d, by bM %ck– m seconded by 13fa#ldL>r\ Ch hse. qc M . This ordinance was passed and approved by the following vote U_ - a Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck. District 2:Jesse Davis. District 3 : Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: 1/ P/ \/’ / b/ 1/ P/ PASSED AND APPROVED thi, th, q-b d,y ,f an%3–LEna ' 2022. .K#{Z„__" ATTEST: ROSA RIOS, CITY SECRETARY b\\t 1111111/# Z–'_?4r APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by MarcellaLunn DN: cn=Marcella Lunn, o, JU\\fl :F=iI,=,::IET„-i,@,iv,fd,–––nton.com. HJF––Date: 2022.05.16 13:08:1 7 -05'OO' ABY:\Nx&cRL£\ DocuSign Envelope ID: BIF55BED-0622'+230-88DD-AE2E3A01D9A6 DENTON Docusign City Council Transmittal Coversheet 7599-006PSA File Name I Stormwater Master Plan Assessment P„,chasi,g Co,tact c ''1 p ""‘ City C,,„,iIT„g,tD,t, JUNE 7 ’ 2022 Piggy Back Option Contract Expiration Ordinance Not Applicab1 e N/A 22-1131 DocuSign Envelope ID: BIF55BED-06224230-88DD-AE2E3A01D9A6 PROFESSIONAL SERVICES AGREEMENTFOR CONSULTING SERVICESFILE 7599-006 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on 06/07/2022 , by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Freese and Nichols, Inc., with its corporateoffice at 2200 San Jacinto Blvd, Suite 330. Denton, Texas 75205, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE ICONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant toChapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNERwill not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Stormwater Master Plan Assessment, as described in Exhibit A, which is attached hereto and incorporated herein (the “Project”). ARTICLE IISCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A.To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit A as if written word for word herein. City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 1 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-0622-4230.88DD-AE2E3A01D9A6 B.CONSULTANT shall perform all those services set forth in individual task orders, asdescribed in Exhibit A, which shall be attached to this Agreement and made a parthereof C.If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the termsand conditions of the attached exhibits or task orders. D.The CONSULTANT shall perform its services: 1. with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and 2. as expeditiously as is prudent considering the ordinary professional skill and care of a competent engrneer. ARTICLE IIIADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit A. A. B. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C.Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outsideof and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit A. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 2 of 22 Contract 7599-006 DocuSign Envelope ID: B1 F55BED-0622423048DD-AE2E3A01D9A6 ARTICLE IVTIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit A. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized nm(is, or termination as provided in this Agreement, whichever occurs first. ARTICLE VCOMPENSATION A. COMPENSATION TERMS : 1.“Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2.“Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B.BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit A which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $500,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthlystatements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for servicesexceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which isunsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorizedto undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above themaximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,“ without obtaining prior written authorization fromthe OWNER. City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 3 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3A01D9A6 C.ADDITIONAL SERVICES: For additional services authorized in writing by theOWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit A. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff,and shall be in accordance with subsection B hereof. Statements shall not be submitted more &equently than monthly. D.PAYMENT: if the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, theCONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work isunsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in theform as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor,materials, and equipment provided, if applicable, and must reference the City ofDenton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VIOBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VIIOWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared andfurnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 4 of 22 Contract 7599-006 DocuSign Envelope ID: B1 F55BED-0622423048DD-AE2E3A01D9A6 Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIIIINDEMNITY AGREEMENT ni ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,THE CONSULTANT SHALL INDEMNIFY OR HOLD HARMIESS THE CITYAGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE CONSULTANT ORCONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHERENTITY OVER WHICH THE CONSULTANT EXERCISES CONTROL TO THEEXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OFNEGLIGENCE, INTENTIONAL TORT, DiTELLECTUAL PROPERTYHVFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITYIS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES INPROPORTION TO THE CONSULTANT’S LIABILITY. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to thisAgreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE XALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XITERMINATION OF AGREEMENT A.Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B.This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified City of Denton, TexasStandard Agreement for Professional ServicesRevised Date: 12/5/18 Page 5 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-062244230-88DD-AE2E3A01D9A6 mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure thefailure; and (2) an opportunity for consultation with the terminating party prior toterrnrnatron. C.If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorilyperformed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copiesof such documents for its use. ARTICLE XIIRESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or otherwork; nor shall such approval be deemed to be an assumption of such responsibility by theOWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIIINOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Freese and Nichols, Inc.Chris Johnson, P.E., CFM 220 San Jacinto Blvd, Suite 330 Denton, Texas 76205 City of Denton Purchasing Manager –File 7599-006901B Texas Street Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice isgiven, or within three (3) days’ mailing. ARTICLE XIVENTIRE AGREEMENT City of Denton, TexasStandard Agreement for Professional ServicesRevised Date: 12/5/18 Page 6 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-06224230-88DD-AE2E3A01D9A6 This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations,negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVSEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provlslon.ARTICLE XVICOMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may nowread or hereinafter be amended. ARTICLE XVIIDISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIIIPERSONNEL A.The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with theOWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B.All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIXASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 7 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3A01D9A6 and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XXMODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or therights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will notbe waived unless as set forth herein. ARTICLE XXIMISCELLANEOUS A.The following exhibits are attached to and made a part of this Agreement: Exhibit A – Consultant’s Scope of Services Offer, Project Schedule, and CompensationRate Sheet Exhibit B – Consultant’s Insurance Requirements Exhibit C – Conflict of Interest Questionnaire What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B.This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Courtfor the Eastern District of Texas-Sherman Division. C.For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Chris Johnson. However, nothing herein shall limit CONSULTANTfrom using other equally qualified and competent members of its firm to perform the services required herein. D.CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 8 of 22 Contract 7599-006 DocuSign Envelope ID: B1 F55BED-0622423048DD-AE2E3A01D9A6 E.The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXIIINDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIIIRIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit willbe borne by the OWNER unless the audit reveals an overpayment of 1 % or greater. If an overpayment of 1 % or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall beconstrued to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 9 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-0622-+230-88DD-AE2E3A01D9A6 PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless thecontract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written yetiPcation to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVPROHIBITION ON CONTRACTS WITH COMPANIES DOING BUSINESS WITHIRAN, 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. B)' signing this agreement, Contractor certifres that Contractor’s signature provides written yetiPcation to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing brtsiness with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVIPROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAINENERGY COMPANIES Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that 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 the Texas Government Code. By signing rh is agreement, Contractor certipes that Contractor’s signature provides written vert$cation to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreernent. Failure to meet or maintain the requirements under this provision will beconsidered a material breach. ARTICLE XXVIIPROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAINFIREARM ENTITIES AND FIREARM TRADE ASSOCIATIONS Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm tradeassociation; and (2) will not discriminate during the term of the contract against a firearm entity City of Denton, TexasStandard Agreement for Professional ServicesRevised Date: 12/5/18 Page 10 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3A01D9A6 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 Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a fIrearm entity or fIrearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVIIITERMINATION RIGHT FOR CONTRACTS WITH COMPANIES DOING BUSINESSWITH CERTAIN FOREIGN-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 the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or 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 designated country (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. ARTICLE XXIXCERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of theGovernment Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time theContractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract isawarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295Email the form to pumhasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18Page 11 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3A01D9A6 ARTICLE XXXPROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitationshall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Consultant shall complete and submit the City’sConflict of Interest Questionnaire. 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. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date 06/07/2022 CONSULTANT DocuSigned by: cat ttuk(ul=smMiiRTt CITY OF DENTON, TEXAS 'DocuSigned by: BY, Ih'Hg WC R Printed Name: Scott Hub1 eY ATTEST: ROSA RIOS, CITY SECRETARY DocuSigned by:By, I RHARi@ IC5CA8C5EI 75493 Title: vice-President 817–735-7378 PHONE NUMBER Scott . Hub1 ey@f reese . com EMAIL ADDRESS APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY 2022–883773 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER BY:AwtLLLA(;APWL .4B070831 B4AA438 City of Denton. Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 12 of 22 Contract 7599-006 DocuSign Envelope ID: B1 F55BED-0622dj23048DD-AE2E3A01D9A6 THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. Role'anOUn,qM©}©4@@RE DocuSlgned by: Rebecca Di vi ney PRINTED NAME D1 rector of capita1 projects/City EngineerTITLE Capita1 Projects – EngineerIng DEPARTMENT City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18Page 13 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-06224230-88DD-AE2E3AOID9A6 Exhibit A ATrACHivI ENT SC CITY OF DENTON STORMWATER MASTERPLAN NEEDS ASSESSMENT SCOPE OF SERVICES AND RESPONSIBILITIES OF CLIENT PROJ ECT UNDERSTANDING The City of Denton has initiated the development of a Stormwater Master Plan. The purpose of the Stormwater Master Plan is to prepare a strategic direction for the stormwater utility that includes inventory and condition assessment of stormwater infrastructure, hydrologic and hydraulic modeling of watersheds, capital project identification and prioritization, funding levels and budget allocation, and a review of maintenance and development practices. This first effort is a needs assessment which will help FNI and the City define future phases required to develop a comprehensive stormwater masterplan. The needs assessment will include staff and stakeholder interviews; identification and prioritization of watersheds and hotspot flooding areas in need of detailed study; limited field investigations to characterize the nature of thestormwater infrastructure; initial prioritization of known capital needs; review and evaluation of programmatic practices such as business operations, maintenance practices, and development management; and strategy development for future phases of work. This scope of work includes the following tasks: Task 1 – Data Collection and Review 2 – Flooding Hotspot Analysis andWatershed Prioritization 3 – Infrastructure Condition Assessment Pilot 4 – Initial Capital Project Prioritization 5 – Review and Evaluation of Current Program and Practices 6 – Masterplan Strategy Development and Deliverables 7 – PM and Meetings Service TypeBasic Basic Basis of Compensation Lump Sum Lump Sum Fee Allocation $15,000.00 $50,000.00 Basic Lump Sum $140,000.00 Basic Basic Lump Sum Lump Sum $45,000.00 $90,000.00 Basic Lump Sum $40,000.00 Special Hourly plus expenses, not to exceed Hourly plus expenses, not to exceed Hourly plus expenses, not to exceed Total Contract Value $39,000.00 8 – Staff and Stakeholder Interviews Special Special $11,000.00 9 – As-needed Services (only if authorized by client) $70,000.00 $500,000.00 SC-1 DocuSign Envelope ID: BIF55BED-06224230-88DD-AE2E3A01D9A6 ARTICLE 1 BASIC SERVICES: FNI shall render the following professional services in connection with the development of the Project: Task 1 - Data Collection and Review FNI will attempt to collect and review the following information: 1) 2) 3) 4) 5) 6) 7) Previous models, watershed studies, and reports from the City GIS data, including but not limited to topographic maps, zoning maps, storm drain system mapping, easements, property lines, drainage complaints, NFIP policies and claims, maintenance records, future land use maps and aerial imagery from the City for base map development. Any infrastructure condition assessment information including inventory, CCTV, criticality assessments, or historical maintenance data Capital planning documents, stormwater utility financial information, current and recent stormwater budget allocations Development management documents such as ordinances and criteria Stormwater program organizational charts and staffing information Stormwater maintenance program records, backlog and planning information Task 2 – Flooding Hotspot Analysis and Watershed Prioritization The purpose of this task is to utilize readily available information to develop an understanding of priority locations within the City in need of detailed study. Development of new hydrologic and hydraulic models is not included. 1) 2) 3) FNI will summarize the flooding risk to property and life safety by utilizing the City wide rain on mesh results and intersecting with building footprints and roadway overtopping locations. Flood risk will be summarized on a city-wide basis and at a watershed/hotspot level as appropriate. FNI will delineate watersheds within the City as needed at a scale appropriate to prioritize future study efforts. FNI will develop a watershed prioritization system to potentially include factors such as flood risk indicators, drainage complaints, NFIP policies and claims, repetitive loss areas, existence of prior studies/capital projects, infrastructure condition needs, development trends, and other relevant factors. The prioritization system will be developed jointly with City staff input. The purpose of the watershed prioritization system is to identify areas at most need of further detailed study. FNI will identify areas within the City that would be potentially most vulnerable (up to 5 areas) to increased flood risk due to anticipated future development activity. This assessment will be based on current and future land use information provided by the City and the previously prepared rain onmesh results FNI will develop plan to develop studies including detailed hydrologic and hydraulic modeling and capital project development for the most chronic flooding areas. The plan will incorporate planning constraints such as schedule and budget with consultation of City staff. 4) 5) SC-2 DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3A01D9A6 Task 3 - Infrastructure Condition Assessment Pilot The purpose of this task is to develop an initial understanding of the nature and condition of the stormwater infrastructure within the City. It is anticipated that this task will include both natural and constructed stormwater infrastructure. 1) 2) 3) Desktop Review a. Review and characterize any condition assessment data collected in Task 1 b. Identify and document gaps within the condition assessment data. Field Visit Conduct one half day field visit with City staff to observe a representative sample of infrastructure within the City a Pilot Condition Assessment (to help define and prioritize future authorized condition assessments) a. Develop a pilot data collection plan to include condition assessment data for approximately the following features: i. 10,000 LF of closed storm drain (CCTV) main lines (or a separately negotiated reduced length combination of storm drain main lines and laterals). ii. The condition of up to 5 detention facilities will be reviewed during a site visit in which the conditions will be observed and photo documented. iii. The condition of up to 3 miles of open channel will be assessed by walking discrete sections of channel chosen following the desktop data review. Conditions of the open channels (streams) and infrastructure present within the channel corridor will be photo documented. Potential future erosion on channel banks will be mapped and evaluated using the Bank Erosion Hazard Index (BEHI), a rapid field assessment that rates erosion potential based on geomorphic variables present in the channel. Review plan with City to jointly approve locations for pilot data collectionConduct field condition assessments for identified features and document in technical memorandum with supporting backup information. Identify and summarize any deficient features in need of repair. b C d Based on the desktop review, field visit and pilot condition assessment, develop a stormwater asset condition index and/or criticality assessment. Using the asset condition index and/or criticality assessment, develop a strategy for future condition assessment data collection and capital planning related to stormwater infrastructure. This strategy does not include specific tactic, such as reviewing specific workflows, data management, software recommendations, or integration of processes with other Departments/Divisions. 4) 5) Task 4 – Initial Capital Project Prioritization Utilize available information to develop a near term capital plan while masterplan efforts continue during future phases. 1) 2) Review prior studies/project candidates and identify projects that meet the City’s current objectives and combine with any capital needs identified in Task 3 to develop an initial capital project list for prioritization. Discuss parameters of capital program with City staff potentially to include: a. Scale of annual capital program b. Scale of typical project c. Number of years of backlog desired d. Assumptions on timing for staff to complete design and construction for project phasing SC-3 DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3A01D9A6 e. Types of projects to include 3) in conjunction with City staff, develop a capital project prioritization system. FNI will make up to one round of revisions to scoring system based on City comments. 4) Document prioritization system and summarize results. Task 5 - Review and Evaluation of Current Program and Practices This task includes review of business and operational practices of the stormwater utility program. 1)Operations and Maintenance Review a. Review and summarize current O&M staffing levels, equipment and practices based on staffinterviews, maintenance records, and other available information. b. Based on the O&M review, perform a gap analysis between existing and preferred capabilities and make recommendations as appropriate. Development Review Processes a. Review and summarize current design criteria, ordinances and development review processes. b. Based on the development process review and staff interviews, perform a gap analysis between existing and preferred capabilities and make recommendations as appropriate. Business Operations a. Review financial data, current policies, procedures and processes, regulatory complianceactivities b. Determine current and future business goals and core services to be provided based on input from staff interviews in Task 8. c. Based on the results of prior tasks, develop a summary characterization of the current business practices of the stormwater utility program. d. Perform a gap analysis between existing and preferred capabilities and make recommendations as appropriate.Funding Resources Assessment a. High-level/strategic evaluation b. Collaborative look (with City staff) at what Denton believes the drainage utility fee should cover, considering potential infrastructure renewal principles and financing for capitalprojects c. Comparison of Denton drainage utility fee rates with other Texas cities d. Consideration of functionality and scope of drainage enterprise fund as compared to water enterprise fund e. Address the question, “Should Denton pursue a rate increase, modify the rate structure, or both to be able to meet anticipated future needs?” 2) 3) 4) Task 6 - Masterplan Strategy Development and Deliverables 1) 2) 3) 4) 5) Based on the results of the prior tasks, summarize the overall program goals and direction. Make recommendations on near term and long-term actions as appropriate including future phases of a stormwater masterplan development. Summarize findings in a draft report and submit for City review. Make up to one (1) round of revisions to the draft report based on City comments. Submit final report. SC-4 DocuSign Envelope ID: B1 F55BED-06224230-88DD-AE2E3AOID9A6 ARTICLE II SPECIAL SERVICES: FNI shall render the following professional services in connection with the development of the Project: Task 7 - PM and Meetings 1) Project Management - FNI will provide Project Management services including project coordination and communications with the City and monthly status reporting (at a minimum). 2)Meetings - FNI will conduct up to a total of thirteen (13) team meetings with City staff. These meetings are anticipated as follows: a) Kickoff and data collection meeting (1) b) Data Collection Review meeting (1) c) Staff and Stakeholder interviews are included in Task 8 d) Flooding hotspot analysis meeting (1) e) Infrastructure condition assessment meetings (2) f) Initial capital project prioritization meetings (2) g) Review and evaluation of current program and practices meetings (2) h) Masterplan strategy development meeting (1) i) Up to three (3) additional team meeting as needed Task 8 - Staff and Stakeholder Interviews 1) 2) 3) 4) 5) FNI will interview management, staff, and development review consultants to develop an understanding of current processes with respect to data management, equipment and capabilities, customer service, regulatory compliance, internal policies, and known problem areas. This effort is anticipated to include up to five (5) two-hour interviews. The list of interviews will be jointly approved in advance. It is assumed that interviews will be conducted in person at City of Denton offices. FNI will provide a summary of interviews with individual meeting minutes. Task 9 - As-Needed Services: A total budget allowance of $70,000.00 has been set aside to cover services that have been identified as potentially needed to support the project but are currently not well defined. Ifneeded, the scope will be negotiated and authorized separately by Client. Compensation will be in accordance with Attachment CO. These services include activities such as, but not limited to: 1 2 3 4. 5 Traffic control in support of CCTV condition assessments Pipeline cleaning in support of CCTV condition assessments Benchmarking activities with other communities Additional condition assessments to better inform strategy development Other similar activities that support the overall objectives of the Needs Assessment SC-5 DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3A01D9A6 ARTICLE III ADDITIONAL SERVICES: Any services performed by FNI that are not included in the Basic Services or Special Services described above are Additional Services. Additional Services to be performed by FNI, if authorized by Client, are described as follows: 1 2 3 4. 5. 6. Development of grant applications Detailed modeling or watershed studies Development of stormwater impact fees Field Survey Assistance with legal proceedings Coordination with FEMA including a CLOMR or LOMR ARTICLE IV TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution of this Agreement and agrees to complete the services in 12 months from Notice to Proceed. If FNl’s services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule consistent with the number of days of delay. These delays may include but are not limited to delays in Client or regulatory reviews, delays on the flow of information to be provided to FNI, governmental approvals, etc. These delays may result in an adjustment to compensation as outlined on the face of this Agreement and inAttachment CO. ARTICLE V RESPONSIBILITIES OF CLIENT: Client shall perform the following in a timely manner so as not to delay theservices of FNI: A.Designate in writing a person to act as Client’s representative with respect to the services to be rendered under this Agreement. Such person shall have contract authority to transmit instructions, receive information, interpret and define Client’s policies and decisions with respect to FNl’s services for the Project. B.Provide all criteria and full information as to Client’s requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which Client will require to be included in the drawings and specifications. C. D. E. Assist FNI by placing at FNl’s disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. Arrange for access to and make all provisions for FNI to enter upon public and private property as required for FNI to perform services under this Agreement. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as Client deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay, or cause rework in, the services of FNI. SC-6 DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3A01D9A6 F. G. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. Client shall make or arrange to have made all subsurface investigations, including but not limited to borings, test pits, soil resistivity surveys, and other subsurface explorations. Client shall also make or arrange to have made the interpretations of data and reports resulting from such investigations. All costs associated with such investigations shall be paid by Client. H.Provide such accounting, independent cost estimating and insurance counseling services as may be required for the Project, such legal services as Client may require or FNI may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service as Client may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as Client may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. 1.Give prompt written notice to FNI whenever Client observes or otherwise becomes aware of any development that affects the scope or timing of FNl’s services, or any defect or nonconformance of the work of any Contractor. J. K. Furnish, or direct FNI to provide, Additional Services as stipulated in Attachment SC, Article III of this Agreement or other services as required. Bear all costs incident to compliance with the requirements of this Article V. ARTICLE VI DESIGNATED REPRESENTATIVES: FNI and Client designate the following representatives: Client’s Designated Representative – Michael Under, P.E., 401 N Elm Street, Denton, TX 76201; 940-349- 8942, Michael.linder@cityofdenton.com Client’s Accounting Representative – FNl’s Designated Representative – Chris Johnson, P.E., CFM; 2200 San Jacinto Blvd, Suite 330; Denton, Texas 76205; 940-208-0630; chris.johnson@freese.com FNl’s Accounting Representative – Kyle Kennedy, 801 Cherry Street, Suite 2800; Fort Worth, Texas 76102; 817-735-7423; kyle.kennedy@freese.com SC-7 DocuSign Envelope ID: B1 F55BED-06224230-88DD-AE2E3A01D9A6 COMPENSATION ATTACHMENT CO Compensation to FNI for Basic Services in Attachment SC shall be the lump sum of Three Hundred Eighty Thousand Dollars ($380,000). Compensation to FNI for Special Services in Attachment SC shall be computed on the basis of the following Schedule of Charges, but shall not exceed One Hundred Twenty Thousand Dollars ($120,000). If FNI sees the Scope of Services changing so that Additional Services are needed, including but not limited to those services described as Additional Services in Attachment SC, FNI will notify OWNER for OWNER's approval before proceeding. Additional Services shall be computed based on the following Schedule of Charges. Position Professional 1 Professional 2 Professional 3 Professional 4 Professional 5 Professional 6 Construction Manager 1 Construction Manager 2 Construction Manager 3 Construction Manager 4 CAD Technician/Designer 1 CAD Technician/Designer 2 CAD Technician/Designer 3 Corporate Project Support 1 Corporate Project Support 2 Corporate Project Support 3 Intern / Coop Hourly RateMin 80 100 122 152 185 197 89 109 167 205 71 104 133 52 73 105 42 Max 148 157 228 244 350 398 176 190 224 289 147 158 208 126 175 266 107 Rates for In-House Services and Equipment Mileage Bulk Printing and Reproduction Standard IRS Rates B&W $0.10 Color $0.25 Equipment Valve Crew Vehicle (hour) $75 Pressure Data Logger (each) $200 Water Quality Meter (per day) $100 Microscope (each) $150 Pressure Recorder (per day) $100 Ultrasonic Thickness Guage (per day) $275 Coating Inspection Kit (per day) $275 Flushing / Cfactor (each) $500 Backpack Electrofisher (each) $1,000 Survey Grade Standard $200 Sloo $150 $50 Small Format (per copy) Large Format (per sq. ft.) Bond Glossy / Mylar Vinyl / Adhesive Technology Charge $8.50 per hour $0.25 $0.75 $1.50 $0.75 $1.25 $2.00 Mounting (per sq. ft.) Binding (per binding) $2.00 $0.25 Drone (per day) GPS (per day) OTHER DIRECr EXPENSES: Other direct expenses are reimbursed at actual cost times a multiplier of 1.15. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the FNI office. For other miscellaneous expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by independent persons other than staff members, these services will be billed at a cost times a multipler of 1.15. For Resident Representative services performed by non-FNI employees and CAD services performed In- house by non-FNI employees where FNI provides workspace and equipment to perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performingthe same or similar services. These ranges and/or rates will be adjusted annually in February. Last updated 2022. 350022022 DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3A01D9A6 Exhibit B CITY OF DENTONINSURANCE REQUIREMENTS FOR CONTRACTORS Bidderls attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualifed from award of the contract. Upon bid award, allinsurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City ofDenton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after nott$cation of bid award, Contractor shall fIle with the Purchasing Department satisfactory certi$cates of insurance, containing the bid number and title of theproject. Contractor may, upon written request to the Purchasing Department, ask for ctarifcation of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modifIed or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notipcation that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general speci$cations, and shall be maintained in compliance with these general specifIcations throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. •Any deductibles or self-insured retentions shall be declared in the bid proposal. Ifrequested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: City of Denton, TexasStandard Agreement for Professional ServicesRevised Date: 12/5/18 Page 15 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-0622'4230-88DD-AE2E3A01D9A6 • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. •That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. •Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. •Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, theContractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. •Should any required insurance lapse during the contract term, requests forpayments originating after such lapse shall not be processed until the Cityreceives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifIcations, and shall be maintained in compliance with these additional specifIcations throughout the duration of the Contract, or longer, if so noted, lx]A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shallbe written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is City of Denton, TexasStandard Agreement for Professional ServicesRevised Date: 12/5/18 Page 16 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-0622J+230-88DD-AE2E3A01D9A6 used • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. •Coverage B shall include personal injury. •Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures . • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Ix]Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned, hired and non-owned autos. [x 1 Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, §100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not benamed as an " Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18Page 17 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-06224230-88DD-AE2E3A01D9A6 []Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X]Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. []Builders' Risk Insurance Builders’ Risk Insurance, on an All-Risk form for 100% of the completed value shall beprovided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. []Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. []Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18Page 18 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3A01D9A6 ATTACHMENT 1 []Workers’ Compensation Coverage for Building or Construction Projects forGovernmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverageagreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity’s employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor’s/person’s work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes allpersons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage endsduring the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 19 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3A01D9A6 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutoryrequirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to thecontractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to theend of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the projectand for one year thereafter; City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18Page 20 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3AOID9A6 6)notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 7) J.By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 21 of 22 Contract 7599-006 DocuSign Envelope ID: BIF55BED-0622J+230-88DD-AE2E3A01 DgIRIb it c TEREST QUESTIONNAIREFor vendor or other person doing business with local governmental enti This questionnaire reflects changes made to the law 4th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 1 76, 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 th.date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1 ), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.misdemeanor.a M An offense under this section is a Freese and Nichols , Inc. 2 1 1 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. 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 be completed 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?n ,”n „“ 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?D ,"n ,„, C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? E *”D ~. D.Describe each employment or business and family relationship with the local govemment officer named in this section 4 5 LJ I have no Conflict of Interest to disclose. 5/13/2022 Mr mess with the governmental entity Date DocuSign Envelope ID: BIF55BED-0622-4230-88DD-AE2E3A01D9A6 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG, 176.htm. For easyreference, below are some of the sections cited on this form. Local Government Code $ 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 governmental 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 lease of goods 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 q 176.003(a)(2){A) and (B): (A) A local 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) acontract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the varck)c (B) has given to the local government omcer ora 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 govemmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vendor, Local Government Code $ 176.006{a) and (a-1) (a) A vendor shall file a completed conflict of interest 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 government officer of that local governmental entity, or a family member ofthe 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 the aggregate value specifiedby 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 ofinterest 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 governmental 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 government 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 officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Ofacial within the third 3'd degree of affinity (marriage) or consanguirity (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 rightaf-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 gin cumulatively valued at more than two hundred dollars ($200.00) 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 [kx:uSign Certificate Of CompletionL.,b£l Envelope Id: B1 F55BED0622423088DDAE2E3A01D9A6 Subject: Please DocuSign: City Council Contract 7599-006 Stormwater Master Plan PSA Source Envelope Status: Completed Document Pages: 31 Certificate Pages: 6 AutoNav: Enabled Signatures: 6 Initials: 1 Envelope Originator: Cori Power 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.10 Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 5/1 1/2022 3:03:35 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Completed Sent: 5/12/2022 8:59:55 AM Viewed: 5/12/2022 9:00:06 AM Senior Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signed: 5/1 2/2022 9:00:47 AMSigned by link sent to cori.power@cityofdenton.com Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 5/12/2022 9:00:51 AM Viewed: 5/12/2022 1 1 :46:54 AM Signed: 5/1 2/2022 12:50:47 PM 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: 5/12/2022 12:50:50 PM Viewed: 5/1 3/2022 1 :48:12 PM Signed: 5/1 3/2022 1 :49:17 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 Hubley Scott.Hubley@freese.com Vice-President Security Level: Email, Account Authentication(None) Sent: 5/1 3/2022 1 :49:21 PM Viewed: 5/1 3/2022 4:33:12 PM Signed: 5/1 3/2022 4:34:18 PM Signature Adoption: Pre-selected Style Signed by link sent to Scott.Hubley@freese.com Using IP Address: 97.75.108.6 Electronic Record and Signature Disclosure:Accepted: 5/1 3/2022 4:33:12 PMID: bb2c5011-a367J+497-a8c5-f6dec2dff38d Signer Events Rebecca Diviney Rebecca.Diviney@cityofdenton.com Director of Capital Projects/City Engineer Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 5/13/2022 4:34:21 PM Viewed: 5/1 3/2022 4:39:06 PM Signed: 5/1 3/2022 4:39:26 PM 'Docu8toned by:I R'-.'„hq ,CE9F2&4E4B6745F. 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: 5/1 3/2022 4:39:06 PMID: 76a68973-b90021678-a532-a9df58fbaaa7 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Completed Sent: 5/13/2022 4:39:29 PM Viewed: 6/8/2022 8:32:37 AM Signed: 6/8/2022 8:33:06 AMSigned 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) 'Docu31gn•d by:I SMA A%@ .5236DB296270423 Sent: 6/8/2022 8:33:10 AM Viewed: 6/8/2022 8:35:55 AM Signed: 6/8/2022 8:36:02 AM Signature Adoption: Pre-selected Style Signed by link sent to sara.hensley@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton .com City Secretary Security Level: Email, Account Authentication(None) Sent: 6/8/2022 8:36:07 AM Viewed: 6/9/2022 2:58:17 PM Signed: 6/9/2022 2:58:39 PM Signature Adoption: Pre-selected Style Signed by link sent to rosa.rio$@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 6/9/2022 2:58:17 PMID: 01 bb4c2c-e97f-4bba-af25-abaf68992c2d In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events 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 Status Timestamp Sent: 5/12/2022 9:00:51 AM Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 5/13/2022 4:39:29 PM Viewed: 5/16/2022 8:52:20 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/9/2022 2:58:42 PM Viewed: 6/9/2022 3:09:23 PM Michael Linder Michael.Linder@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 3/1 8/2021 6:04:59 PMID: lb14f858-2def41be-9950-3c27176578c1 Sent: 6/9/2022 2:58:43 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: 6/9/2022 2:58:44 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 5/12/2022 8:59:55 AM 6/9/2022 2:58:17 PM 6/9/2022 2:58:39 PM 6/9/2022 2:58:44 PM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Scott Hubley, Rebecca Diviney, Rosa Rios, Michael Linder 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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