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22-1253ORDiNANCE NO. 22-1253 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORLZUqG THE CITY MANAGER TO EXECUTE A CONTRACT WITHROADWAY ASSET SERVICES, LLC, FOR PARKING LOT AND ROADWAY PAVEMENTCONDITION SURVEY SERVICES FOR THE STREETS DEPARTMENT; PROVIDrNG FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDUqG AN EFFECTIVE DATE (RFP7954 – AWARDED TO ROADWAY ASSET SERVICES, LLC, IN THE SD( (6) YEAR NOT-TO- EXCEED AMOUNT OF $730,630.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for parking lot and roadway pavement condition survey services for the Streets Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals;and WHEREAS, this procurement was undertaken as part of the City’s governmental function;and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and acceptedherein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAHqS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFPNUMBER CONTRACTOR AMOUNT 7954 Roadway Asset Services, LLC $730,630.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. Th, m,ti,n t, ,ppr,,&thi, „di„,„„ w„ m,d, by Jsz DINi5 mq. This ordinance was passed and approved by the following vote [] -a]:””"q'd by VicKI Aye \/ b/r7 b// b/ 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: PASSED AND APPROVED thI, th, if d,y ,f 31AV\e _, 2022. 1[][ n 1V1[JrI11\IL IiIrr 1C) ]RIIL / b .• g + II F J’ : ' - - ' L .' .VI(. P . If+ ) ; Te ; \ & \Ul I B -+ i J .+ + ;' IT f ' .~ ':\.'--*}: r . ATTEST: ROSA RIOS, CITY SEeRETARY n\t\ IIII JIll ,urz32z7, APPROVED AS TO LEGAL FORM: MACK REHqWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: cn=Marcella Lunn, o, ou=CityBy. \X/'LVcM\ \JUR ==1=tr=:keHaJunn,dt@deM Date: 2022.05.25 1 1 :17:06 -05’OO' on.co DocuSign Envelope ID: 6AEFE7C6-4561-+A66-913F-D24071D9F597 DENTON Docusign City Council Transmittal Coversheet 7954RFP File Name I Roadway and Parking Lot CO„diti,„ S.,„ey P,r,h„i,gC,„t„t ' ''i - '"'’ City Council Target Date JUNE 28’ 2022 Piggy Back Option Contract Expiration Ordinance Yes 3UNE 28, 2028 22-1253 DocuSign Envelope ID: 6AEFE7C6z1561 dIA66-913F-D24071D9F597 PROFESSIONAL SERVICES AGREEMENTFOR CONSULTING SERVICES FILE 7954 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on 06/28/2022 , by and between the City of Denton, Texas, a Texas municipalcorporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Roadway Asset Services, LLC, with its corporate office at 602 Sante Fe Drive, Highland Village, TX 75077, 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 followingdescribed project: The Project shall include, without limitation, Parking Lot and Roadway Condition Survey Services, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE IISCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18Page 1 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C6Jt561-4A66-913F-D24071D9F597 A.The CONSULTANT shall perform all those services as necessary and as described in theOWNER’s RFP 7954 – Parking Lot and Roadway Condition Survey Services, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word forword herein. B. C. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a parthereof. D.If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the termsand conditions of the attached exhibits or task orders. ARTICLE IIIADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated asneeded, per rates included in Exhibit B. A. B Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C.Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense 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 F Visits to the site in excess of the number of trips included in Exhibit B. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 2 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C64561dIA66-913F-D24071D9F597 ARTICLE IVTIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract term will be six (6) years, effective aom date of award or notice to proceed as determined by the City of Denton Purchasing Department. At the sole option of the City of Denton, the Contract may be fUrther extended as needed, not to exceed a total of six (6) months.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 B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, includingreimbursement for direct non-labor expenses not to exceed 8730,630. 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 services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above 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 listedin Article III “Additional Services,” without obtaining prior written authorization fromthe OWNER. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 3 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C64561-+A66-913F-D24071D9F597 C.ADDITIONAL SERVICES: For additional services authorized in writing by theOWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff,and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D.PAYMENT: if the OWNER fails to make payments due the CONSULTANT forservices and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interestin 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 (2 1) 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, 762014299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor,materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VIOBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering andpromptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or fbrnished 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. TheCONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and 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 Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 4 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C6J+561zIA66-913F-D24071D9F597 Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIIIINDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESSTHE OWNER AND ITS OFFICERS, OFFICIALS. AGENTS, AND EMPLOYEES FROMAND AGAINST ANY AND ALL LIABILITY. CLAIMS. DEMANDS. DAMAGES.LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTSAND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BYTHE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FORBODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE.RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THECONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEESINCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, ORPERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to thisAgreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IXINSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE XALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arisingout of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XITERMINATION OF AGREEMENT A.Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 5 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C6'+561-4A66-913F-D24071D9F597 B.This Agreement may be terminated in whole or in part in the event of either partysubstantially failing to fblfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certifiedmail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure thefailure; and (2) an opportunity for consultation with the terminating party prior totermination. C.If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNERsubsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copiesof such documents for its use. ARTICLE XIIRESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; 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: Roadway Asset Services, LLCScot Gordon, P.E., IAM602 Sante Fe Drive Highland Village, TX 75077 City of Denton Purchasing Manager –File 7954901B Texas Street Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18Page 6 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C645614A66-913F-D24071D9F597 ARTICLE XIVENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of thisAgreement 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 competentjurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid andenforceable 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 XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIIIPERSONNEL A.The CONSULTANT represents that it has or will secure, at its own expense, allpersonnel 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. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/11/18 Page 7 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C6Jt561JIA66-913F-D24071D9F597 ARTICLE XIXASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XXMODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will notbe waived unless as set forth herein. ARTICLE XXTMISCELLANEOUS A.The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFP 7954 – Parking Lot and Roadway Condition Survey (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule, and Proposal Exhibit C – Consultant’s Insurance Requirements Exhibit D – Conflict of Interest Questionnaire What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B.This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Courtfor the Eastern District of Texas-Sherman Division. C.For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Scot Gordon. However, nothing herein shall limit CONSULTANT City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/1 8 Page 8 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C645614A66-913F-D24071D9F597 from using other equally qualified and competent members of its firm to perform the services required herein. D.CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E.The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXIIINDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIIIRIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records andcomputations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit willbe borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 9 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C645614A66-913F-D24071D9F597 Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each ofthe terms "books", "records", "documents" and "other evidence", as used above, shall beconstrued to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV 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 the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification 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 XXV 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, Contractor certifies that Contractor’s signature provides written verification 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 business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI Prohibition on Contracts with Companies Boycotting Certain Energy 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 this agreement, Contractor certifres that Contractor’s signature provides written verifIcation to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement Failure to meet or maintain the requirements under this provision will beconsidered a material breach. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 10 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C645614A66-913F-D24071D9F597 ARTICLE XXVII Prohibition on Contracts with Companies Boycotting Certain Firearm Entities andFirearm 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 trade association; and (2) will not discriminate during the 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 Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifes 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 XXVIII Termination Right for Contracts with Companies Doing Business with 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 the Government Code. The law states that the City may not enter into this contract unless the Consultant submits a disclosure of interested parties (Form 1295) to the City at the time theConsultant submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The consultant shall: 1. Log onto the State Ethics Commission Website at: https://www .ethics.state.tx.us/filinginfo/1295/ 2. Register utilizing the tutorial provided by the State City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/1 8 Page 1 1 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C6-4561-+A66-913F-D24071D9F597 3 4 5 6. Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@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. 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 solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. 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 06/28/2022 City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 12 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C645614A66-913F-D24071D9F597 CONSULTANT CITY OF DENTON. TEXAS DocuSign•d by: BY: I h„..„'q-SKRWWENSLEYCITY MANAGERIGNATURE Pdnted Name. Bart w1 111amson \ Title: CEO ATTEST:ROSA RIOS. CITY SECRETARY 'DoeuSlgned br BY: 1 RaHR&, IC5CA8C5EI 75493, 210-837-5249 PHONE NUMBER bwl 1 1 1 amson@roadwayassetservi ces . com EMAIL ADDRESS 2022-886115 APPROVED AS TO LEGAL FORM:MACK REINWAND. CITY ATTORNEYTEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER 'DocuSigned by: BY THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. LI{bakU) DocuSlgned by: ethan cox PRINTED NAME Director of Public worksTITLE Pub1 ic Works DEPARTMENT City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 13 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C64561-+A66-913F-D24071D9F597 Exhibit B DENT(A R08dvGMssets®\@es n=n==nb nan j::-II::-'qq:=fI===<-:= of Denton Proposal for Roadway and Parking Lot Condition Survey RFP #7954 © LU Prepared by: Roadway Asset Services, LLC. 602 Sante Fe Drive Highland Village, Texas 75077 bwilliamson@roadwayassetservices.com 210-837-5249 DocuSign Envelope ID: 6AEFE7C645614A66-913F-D24071D9F597 March 21, 2022 Cori Power Senior Buyer Procurement and Compliance City of Denton901-B Texas Street Denton, Texas 76209 Cover Letter Dear Ms. Power and the Selection Committee Roadway Asset Services, LLC (RAS) is pleased to submit this proposal to the City of Denton, Texas for a Roadway and Parking Lot Condition Survey (RFP #7954) to conduct two (2) assessments of approximately 1,450 lane miles of roadway assets as well as 117 acres of parking lots, translating to 567,749 square yards of assessment. RAS will assess the condition of all square yards based on ASTM standards, using a combination of LCMS-2 data collection, and/or manual assessment when necessary. RAS will develop the condition assessment, deliver the condition results in a geodatabase format, and load the inspection data to the Denton Cartegraph OMS database. RAS will also include a final written report that will encompass the project, including the process and results as well as a management plan with probable repair costs While collecting the pavement condition data, RAS will also collect Right of Way (ROW) data on assets including pavement markings and striping and traffic signs which will be loaded into Cartegraph. RAS will complete the project within less than 5 months from notice to proceed RAS operates automated data collection vehicles manufactured and configured by International Cybernetics Corporation (ICC) with 360 viewing and latest pavement sensors for meeting or exceeding data deliverable timelines. Furthermore, the RAS Roadway Asset Collection (RAC) vehicle has received independent inertial profiler certification for accuracy and repeatability from the National Center for Asphalt Technology at Auburn University, as well as ASTM E-950 certification. Roadway Asset Services, LLC (RAS) is a registered Texas Engineering Firm (F22104) headquartered in Austin, Texas and its key members have been evaluating pavement conditions and developing maintenance management plans for the last 15 to 30 years. The RAS executive team members have over 75 years combined experience in pavement management and ROW asset inventory collection and condition assessment. The RAS Project Manager, Scot Gordon, PE, IAM resides in Denton County as a resident and can be on- site for impromptu meetings on short notice. In addition, RAS Assistant Project Manager, Zac Thomason, is familiar with local pavement conditions and the City’s existing Cartegraph configuration due to his previous experience working with the City of Denton on pavement and asset management projects. In the last 5 years the RAS team members have managed over 100,000 miles of pavement condition and asset inventory data. RAS is a financially secure limited liability company that practices strong internal controls, conservative business practices, and we are committed to our continued financial growth. RAS offers comprehensive experience and subject matter expertise in the fields of engineering, surveying, asset management, transportation planning and GIS. Roadway Asset Services, LLC + 6001 W Parmer Lane #370-1102 + Austin, TX 78727 + 210-837-5249 DocuSign Envelope ID: 6AEFE7C6-4561dIA66-913F-D24071D9F597 Key members of the RAS executive team have managed projects that have provided pavement evaluation surveys and ROW inventory data collection for numerous municipalities in Texas, including: • • • • • • • • • Austin PIano Arlington San Antonio Bexar County Houston Harris County Ft. Worth Galveston • • • • • • • • • Amarillo Seguin Corpus Christi Brownsville Lewisville Colleyville Little Elm Mesquite Greenville • • • • • • • • • Rowlett College Station Laredo Burleson New Braunfels Bellaire Wolfforth Central Texas RMA Rockwa ll A partial listing of clients where the RAS management team has/will import pavement and ROW data into Cartegraph include: • San Antonio, TX • Bexar County, TX • Burleson, TX • Corpus Christi, TX • New Braunfels, TX • Salt Lake City, UT • Mesa County, CO • Anderson County, SC• Sarasota County, FL We look forward to building a long-term relationship with the City of Denton. RAS has the team and resources to perform the requested work in a timely manner and will train the City on the methodology and results of the pavement condition survey. RAS has reviewed the RFP in entirety and this proposal will remain valid for 120 days from the date of submission. RAS also acknowledges and is in receipt of Addendum 1. RAS’ main point of contact will be Bart Williamson, FCLS, and I am an authorized negotiator for contract terms and binding decisions. I can be contacted at (210)837-5249, 6001 W. Parmer Lane #370- 1102, Austin, Texas 78727. RAS ADVANTAGE • • • • • • • • • Unrivaled Texas Experience Cartegraph Strategic Business Partner Field Validation of Pilot Area with 30-year Experienced Pavement Engineer True 360-degree Image Capture Precise and Automated Asset Inventory Capabilities Unequaled Technology & Data Redundancy Unmatched Pavement Management Expertise Unsurpassed Large Municipal Pavement and ROW Asset Inventory Experience Unique Understanding of Pavement Design and Pavement Performance in Denton CountySincerely,/hP Bart Williamson, FCLSChief Executive Officer Roadway Asset Services, LLC. 6001 W Parmer Lane #370-1102 Austin, Texas 78727 bwilliamson@roadwayassetservices.com \be\-\DocuSjqn Envelone ID: 6AEFE7C6d+5614A66-913F-D24071D9F597 DocuSign Envelope ID: 6AEFE7C6-4561-4A66-913F-D24071D9F597 laadw=;@iTus City of Denton Roadway and Parking Lot Condition Survey RAS TEAM ORGANIZATION AND QUALIFICATIONS Organizational structure is important to understand as it can often shed light on whom a municipal agency will really be working with on any given assignment. The City of Denton condition data will be processed using advanced Al processing routines that are integrated with high-speed lasers. Quality control of the data will be performed by the Project Manager, Scot Gordon, PE, IAM. As a graduate from Texas A&M and an understudy of Roger Smith (well renowned in the pavement management industry), Scot is considered an expert in the interpretation of distress manifestation on roadways. Nothing is passed on to RAS clients without a detailed review and acceptance by Scot Gordon. A unique feature of the RAS team is our local presence and local knowledge. Scot Gordon, Project Manager, has spent most of his career fulfilling Texas jobs while also residing in Denton County, in Highland Village, for over 10 years. He recently served as President of the ACEC Tarrant County Chapter, so he understands the local design challenges and conditions. Having served as the Senior Pavement Design Engineer at Kleinfield, Scot is familiar with the local roads, local paving materials, and soil conditions. He will be actively involved in the daily pavement distress evaluations and QA/QC of the data as it is received. This starts with the pilot data review and onsite field validation that RAS conducts on all assignments. Mr. Gordon will meet with City staff to review the results and discuss the details of the evaluation to field verify the measured distresses and answer any questions the City may have. Due to his local presence in Denton County, Mr. Gordon can also be available for quick meetings or discussions as questions arise. Should any of the data seem in conflict with the local conditions, Scot will field review the data and resolve the final data/report with in-field observations/measurements based on his extensive local knowledge regarding distress manifestations. This knowledge of paving materials and construction techniques, coupled with the experience to establish a workable five-year maintenance plan within funding availability, sets the RAS team apart. Zac Thomason, Assistant Project Manager, has been actively engaged in pavement management across the Country for over 16 years and has the unique knowledge of being a key member of previous city of Denton pavement management updates. Mr. Thomason’s experience with the City of Denton roadways and Cartegraph configuration date back to 2009. Mr. Thomason also managed the City of Denton project in 2014 when custom Cartegraph deterioration curves were developed for roadways of varying soil conditions and rates of degradation. 3 Proprietary Information DocuSign Envelope ID: 6AEFE7C6-+561JtA66-913F-D24071D9F597 Project Manager Scot Gordon, PE, IAM, has 30 years of experience in geotechnical engineering and construction materials testing including pavement design and pavement maintenance optimization. Scot, worked on his master’s degree with Dr. Roger Smith at Texas A&M University, the architect of the StreetSaver software, studying pavement management and pavement materials. During Mr. Gordon’s graduate work, he developed his initial philosophy of pavement management, testing the initial phases of development of the StreetSaver software. Additionally, Scot has received certification from the Institute of Asset Management and oversees the engineering team at RAS. EDUCATION M.E., Civil Engineering, Texas A&M University, 1990B.S.. Civil Engineering, Texas A&M University, 1989TX PE license-88099 Scot will provide structure to the team using his project management skills that he has honed in over 30 years of managing projects. He has successfully completed numerous asset and pavement management projects for municipalities throughout Texas including PIano, Adiwton, Ft Worth, Houston, Austin, San Antonio, Corpus Christi, Cdlewille, l£wisville, Budeson, Gnenvilk, Rxkwall, Rowletl, little Elm, Mesquite, University Park Amarillo, HarrisC6unty, Galveston, Laredo, El Paso, Dunanville, PflrBerville, NewBraunfels,Sqguin, Fulshear, Bexar Cbunty, Waller COunty, central Tocas Regional Mobility Authority and 9)uthlake. Scofs experience managing pavement condition surveys throughout the country includes: Denver, CO; Memphis, TN; Montgomery County, TN; Albuquerque, NM; Durham, NC; Chicago Metropolitan Agency for Planning, IL; and Salt Lake City, UT to name a few. In addition to largescale pavement management projects, Scot has prior experience in consulting and has provided services to the City of Denton and Denton County. Scot’s proximity to the Dallas-Fort Worth metroplex has led to numerous opportunities including the completion of a parking lot survey for the University of North Texas. Scot will handle all day-to-day project communication, and while he will be responsible for accountability for the project, he will communicate with project team members regarding their individual accountability to ensure the continued provision of support is granted to each team member for the facilitation of growth as an overall team. will ensure that project management updates are communicated to the City weekly, or more frequently if needed, and Scot will be the primary point of contact. Scot is making the commitment to remain the Project Manager for RAS for the duration of the contract. •Corpus Christi, Texas - Pavement Condition Survey and ROW Asset InventoryMr. Gordon serves as the Project Manager for the City’s pavement condition data and ROW inventory for the 2,448 miles of roadways. The collection is fulfilled through the utilization of RAC vehicles. Areas assessed include pavement condition, curb and gutter, pavement markings and striping, traffic signs, sidewalks and ADA ramps. Following collection, pavement information is being integrated into Cartegraph. •City of San Antonio, Texas - Pavement Condition Index Modeling Mr. Gordon served as the Project Manager for the evaluation of PCI rate deterioration between the 2019 PCI survey results within the Cartegraph database and 2022. The project consisted of providing deterioration models, recommending improvements for overall maintenance, and provision of average PCI per year per District. Mr. Gordon managed long-term pavement preservation strategies, pavement treatment, pavement modeling, pavement management system optimization, pavement maintenance prioritization, treatment implementation timelines, alternative pavement material recommendations, and budget optimization. Mr. Gordon evaluated PCI trigger levels in the decision tree to determine the effectiveness of each treatment for improved PCI values and life extension. •City of New Braunfels, Texas - Pavement Condition Survey and ROW Asset Inventory Mr. Gordon serves as the Project Manager for the City’s pavement data collection for its more than 469 test miles of roadways. Pavement data is collected utilizing a RAC vehicle that captures images for all pavement and ROW assets. Following collection, PCI survey results will be analyzed utilizing RAS’ Technical Rating Intelligence Program (Road TRIP) to identify distresses including alligator cracking, longitudinal cracking, raveling, and patching. Pavement information, including PCI and IRI data, will be integrated into Cartegraph. DocuSign Envelope ID: 6AEFE7C6J1561-+A66-913F-D24071D9F597 Zac Thomason, MBA, will serve as the Assistant Project Manager, developing pavement deterioration curves. Zac brings over 16 years of dedicated pavement and asset management experiencewhere his focus has been on the use of semi-automated and automated technologies for pavement distress surveys, enterprise software implementation, pavement preservation, budget modeling & forecasting, and multi-year rehabilitation plan development. Zac will oversee the integration of data within the Cartegraph software. EDUCATION M.B.A., Business Administration University of Phoenix, 2007 B.S., Globat Business, Arizona State University, 2005 • • • • • • • • • • City of Denton, Texas - Pavement condition and asset inventory for 500 survey miles using Cartegraph City of Denton, Texas - Sidewalk assessment City of Grapevine, Texas - Pavement condition survey for 170 survey miles utilizing Cartegraph City of Keller, Texas - Pavement condition survey for 250 survey miles using Lucity City of Carrollton, Texas - Pavement condition evaluation for 900 survey miles in GIS database City of Grand Prairie, Texas- Pavement condition survey for 700 survey miles in GIS database City of Euless, Texas - Pavement condition assessment for 150 survey miles in GIS database City of Huntsville, Texas - Pavement condition survey for 170 survey miles with personal GIS database City of The Colony, Texas - Pavement condition evaluation for 250 survey miles in GIS database City of Pearland, Texas - Pavement condition analysis for 450 survey miles with personal GIS database Bart Williamson, FCLS, will serve as the Project Principal, ensuringtimely and quality deliverables. Bart brings over 30 years of project insurance and management experience and has worked in the transportation industry for over 15 years. Bart has led many asset management needs assessments, pavement condition surveys, and ROW inventories during his career. Bart will work closely with Scot to coordinate project needs and assure that equipment and resources are available to provide a successful project. EDUCATION B.S., Business MarketingHonors and Distinction Indiana University, 1989 8 • • • • • • • • • • • • • • • • City of Corpus Christi, Texas - Pavement condition survey for 2,448 miles utilizing Cartegraph City of New Braunfels, Texas - Pavement condition survey for 469 test miles with Cartegraph usage City of San Antonio, Texas - Pavement condition index modeling utilizing Cartegraph software City of Austin, Texas- Traffic sign data collection for 5,000 test miles with the City’s GIS geodatabase City of Houston, Texas- Pavement condition assessment for 12,298 lane miles utilizing StreetSaver City of Colleyville, Texas – Pavement condition survey for 334 lane miles with StreetSaver/VUEWorks software City of Lewisville, Texas – Pavement condition survey for 293 centerline miles utilizing PAVER Bexar County, Texas - Pavement evaluation and assessment for 1,300 centerline miles with Cartegraph import Harris County, Texas - Asset inventory for 12,000 test miles with Cartegraph City of Rockwall, Texas- Pavement condition survey for 288 centerline miles utilizing PAVER City of Southlake, Texas-Pavement Condition Assessment and FWD Testing with GIS import City of Seguin, Texas -Asset management system for 200 centerline miles with Streetlogix import City of Rowlett, Texas- Pavement condition assessment for 327 test miles utilizing VUEWorks City of Burleson, Texas- Pavement condition survey for 426 lane miles utilizing Cartegraph City of Bellaire, Texas- Pavement condition survey for 81 test miles and ROW asset inventory into GIS El Paso County, Texas - Pavement and ROW asset inventory for 650 miles using GIS database City of Amarillo, Texas – Pavement and traffic sign inventory for 1,333 test miles using VUEWorks DocuSign Envelope ID: 6AEFE7C&45614A66-913F-D24071D9F597 Rafael Rivera will serve as the Data Collection Manager and has overseen over 100,000 miles of automated pavementand ROW data collection field efforts over the past 12 years. Rafael will oversee the daily operation of the field crews to assure quality collection and efficient operation. He will communicate with the Project Manager toupdate schedules and determine when more resources may be needed to keep the project on schedule. As data is delivered from field crews, Rafael will be responsible for initiating and reviewing the evaluation process for pavement and ROW assets and ultimate delivery of the results and databases for final review by QA/QC and the final pavement condition survey report. EDUCAT B • • • • • • • • • • • • City of New Braunfels, Texas - Pavement data collection for 469 test miles with Cartegraph usage City of San Antonio, Texas - Pavement condition index modeling utilizing Cartegraph software City of Corpus Christi, Texas - Pavement data collection for 2,448 lane miles with Cartegraph software City of Austin, Texas - Traffic sign data collection for 5,000 test miles utilizing the City’s GISGeodatabase City of Burleson, Texas - Pavement condition survey for 426 lane miles utilizing Cartegraph Bexar County, Texas - Pavement and ROW assessment for 1,300 centerline miles utilizing Cartegraph Central Texas Regional Mobility Authority- Pavement condition assessment for 286 test miles with TxDOT Pavement Management Information System and import into VUEWorks City of Bellaire, Texas - Pavement condition survey for 81 test miles and ROW asset inventory into GIS City of Seguin, Texas - Asset management system for 200 centerline miles with Streetlogix import City of Rowlett, Texas - Pavement condition assessment for 327 test miles utilizing VUEWorks City of Greenville, Texas – Pavement condition evaluation for 360 centerline miles utilizing PAVER City of Rockwall, Texas - Pavement condition survey for 288 centerline miles with PAVER software Mark Kramer, PE, MBA, will serve as the Quality Assurance/Quality Control Manager to ensure accurate data collection and analysis. Mark brings over 24 years of experience in engineering and information technology projects including pavement condition, sign inventory, and sidewalk condition surveys. He is an expert in commercial off the shelf software, data management, data analysis, and delivery of technology EDUCATION M.B.A.. IT Western International. 2003 B.S., Civil Engtneenng ArIzona State University, 1998 projects • • • • • • • • • • • • • City of Denton, Texas - Sidewalk assessment City of Corpus Christi, Texas - Pavement data collection for 2,448 miles with Cartegraph software City of New Braunfels, Texas- Pavement data collection for 469 test miles utilizing Cartegraph City of Rockwall, Texas – Pavement condition survey for 288 centerline miles with PAVER usage City of Rowlett, Texas - Pavement condition assessment for 327 test miles utilizing PAVER Mesa County, Colorado - Pavement condition survey for 1,098 test miles using Cartegraph City of Denver, Colorado – Pavement condition and ROW survey for 3,086 test miles in GIS database City of Pueblo, Colorado - Pavement condition assessment for 654 test miles with Brightly software City of Memphis, Tennessee - Pavement condition survey for 2,500 test miles using Streetlogix City of Grand Junction, Colorado-Pavement condition assessment for 501 test miles using Lucity Sarasota County, Florida-Pavement condition assessment for 1,500 test miles with Cartegraph import City of Forney, Texas-Pavement condition survey for 152 miles with data formatted for Cartegmph Central Texas Regional Mobility Authority, Texas-pavement condition survey with data schema for import into VUEWorks DocuSign Envelope ID: 6AEFE7C6Jt561-4A66-913F-D24071D9F597 Sandra Marrero, E.I, will serve as the Pavement Engineer, ensuring the accuracy of the deliverables. Sandra brings over 7years of experience in roadway asset collection projects with a pavement analysis component. Sandra has over two years of experience evaluating pavement conditions, processing pavement ratings, preparing reports, performing maintenance budget scenarios, and reporting the results of project finding in meetings and discussing with the client. EDUCATION B.S., Civil Engineeri University of Puerto2013 El, 1100023293 • • • • • • • • • • • @ City of Corpus Christi, Texas - Pavement condition survey for 2,448 miles with Cartegraph software City of New Braunfels, Texas - Pavement condition survey for 469 test miles utilizing Cartegraph City of San Antonio, Texas - Pavement condition index modeling with Cartegraph software City of San Antonio, Texas - Asset management services for 4,121 miles using Cartegraph City of Burleson, Texas - Pavement condition survey for 426 lane miles utilizing Cartegmph Travis County, Texas - Roadway management survey for 2,600 roadbed test miles using Cartegraph City of Pflugerville, Texas - Pavement management data for 348 centerline miles importing into GIS City of Rockwall, Texas - Pavement condition survey for 288 centerline miles with PAVER usage City of Rowlett, Texas – Pavement condition assessment for 327 test miles utilizing PAVER City of Bellaire, Texas - Pavement condition survey for 81 test miles and ROW asset inventory into GIS City of Seguin, Texas - Asset management system for 200 centerline miles with Streetlogix import City of Forney, Texas-Pavement condition survey for 152 miles with data formatted for Cartegmph Due to page 1imitations of the proposal response, resumes were not included for GIS Specialist and Data Collection Field Crews but are available upon request. PROJECr ORGANIZATION AND SrAFFiNG CHART DENTON Project Manager Scot Gordon, PE, IAM Assistant Project Manager Zac Thomason, MBA QA/QC Manager Mark Kramer, PE, MBA Data COllectiIJn Field Crew Winfred Rooks=L Pavement EngIneer Sandra Marrero, El DocuSign Envelope ID: 6AEFE7C6-45614A66-913F-D24071 D9F597 City of Denton Roadway and Parking Lot Condition SurveyRoadaFb:ces ar, x+, Roadway Asset Services, LLC (RAS) is a Texas Engineering Firm (License #: F-22104) && headquartered in Austin, Texas with office locations throughout the Country, including a regional office in Highland Village, Texas (Denton County). Key members of RAS have more than 75 years of combined experience collecting pavement condition surveys and ROW asset inventories. RAS team members have managed automated data collection, performed QA/QC, developed pavement management plans, provided GIS based deliverables, and provided imports and modeling in Cartegraph OMS. RAS offers comprehensive experience and subject matter expertise in the fields of engineering, surveying, asset management, transportation planning, and GIS. The RAS executive team has managed over 100,000 miles of pavement condition survey and ROW asset data in the last 5 years. Additionally, the RAS team has extensive experience rating pavement per the ASTM D6433 methodology both via sampling methodology and utilizing artificial intelligence assisted by a rigorous Quality Assurance protocol RAS leadership team consists of seasoned pavement management professionals, who bring over 75 years of database integration and pavement condition survey management, from years of working on similar projects across the country including: • Denver, CO • San Antonio, TX • Albuquerque, NM • Harris County, TX • Bexar County, TX • Chicago MAP, IL • Columbus, OH • Amarillo, TX • Mesa County, CO • Plano, TX • Charlotte, NC • Durham, NC • Burleson, TX • Memphis, TN • Mesquite, TX • Lewisville, TX • Galveston, TX • Salt Lake City, UT • Austin, TX • Arlington, TX • Houston, TX The RAS team offers the City of Denton unmatched subject matter expertise and knowledge ranging from managing and delivering municipal automated pavement data collection projects, to pavement engineering and configuration of the City’s Cartegraph OMS asset management system. Our team is uniquely qualified to exceed the requirements of this project through the use of advanced data collection technology, Artificial Intelligence (AI) processing routines, and rigorous hands-on Quality Control (QC) by an experienced pavement engineer. RAS leadership has a complete understanding of the Cartegraph pavement management system and is a Strategic Business Partner with Cartegraph from work with other cities and counties, including: • San Antonio, TX • Bexar County, TX • Corpus Christi, TX • Mesa County, CO • New Braunfels, TX • Salt Lake City, UT • Anderson County, SC • Sarasota County, FL • Burleson, TX The founders of RAS have invested in the most sophisticated fleet of roadway asset collection (RAC) vehicles and pavement analysis tools for automated data collection that provides a 100% linear assessment for the roads driven. This methodology removes the subjectivity of rating small sample areas of the road segment. Unlike many of our competitors, RAS utilizes a ROW capture system which provides an immersive 360 view versus stationary independent camera views. Furthermore, RAS’ RAC vehicle manufactured by International Cybernetics Corporation (ICC) has received independent inertial profiler certification for accuracy and repeatability from the National Center for Asphalt Technology at Auburn University. Additionally, the RAS management team has a 15-year partnership with our equipment manufacturer/assembler ICC who will provide replacement equipment or technical support within 48 hours, ensuring the City projected can be completed within the allotted schedule.8 Proprietary Information #C/--\=B+---–\--\DocuSign Envelope ID: 6AEFE7C6-4561J+A66-913F-D24071D9F597 DocuSign Envelope ID: 6AEFE7C645614A66-913F'D24071D9F597 issat6aVBes City of Denton Roadway and Parking Lot Condition Survey Experience on Similar Projects The adjacent illustration demonstrates the extensive Texas experience that the RAS leadership team has from working with the cities and counties represented on the map. While RAS works with agencies around the Country, we are proud to be incorporated in the State of Texas and even more proud to call Texas home. Throughout their careers, the RAS Executive Team has managed each of these projects as it relates to pavement management and ROW asset inventories. City of San Antonio, Texas - Professional Asset Management Services RAS is currently working with the City of San Antonio as its pavement management consultant. RAS is evaluating the PCI rate deterioration between the 2019 pavement evaluation survey results within the Cartegraph database and 2022 to understand the natural deterioration, anticipated improvements with annual maintenance, and budgetary needs for reconstruction in 2022. RAS is also developing numerous deterioration models including distress deterioration, improvements with various maintenance treatments, and overall average PCI per year per Council District. Mr. Gordon is the Project Manager and works with the City on long-term pavement preservation strategies, pavement treatment, and budget optimization. Mr. Gordon manages pavement modeling, pavement management system optimization, pavement maintenance prioritization, treatment implementation timelines, and alternative pavement material recommendations. Scot reviews and evaluates with the City the PCI trigger levels in the decision trees to determine the effectiveness of each treatment for improved PCI value and life extension, per the deterioration curves. Additionally, Scot performs further analysis scenarios to identify funding needs to achieve and maintain the set goals for each Council District (minimum PCI of 70), based on pavement condition performance. To accomplish this, Mr. Gordon works with the City to determine the proper mix between preservation and reconstruction within each of the 10 Council Districts to achieve the minimum baseline number of a PCI of 70 per district. CLIENT coNTAcr Anthony Chukwudolue, Deputy Director, City of San Antonio, (210) 207-8025, anthony.chukwudolue@sanantonio.gov Proprietary Information DocuSign ID: 6AEFE7C645614A66-913F-D24071D9F597 City of Denton Roadway and Parking Lot Condition Survey City of Salt Lake City, Utah - Pavement Condition Survey RAS performed the 2021 pavement condition survey for Salt Lake City’s 730 test mile network. The pavement condition survey was completed in accordance with the ASTM D6433 using RAC vehicles. RAS provided GIS-based deliverables and formatted the data for import into Cartegraph. RAS performed a pilot study, provided a final report, and assisted the City in presenting data to City Council regarding various funding amounts, strategies to improve the City’s PCI, and its level of service to the general public. RAS also completed a pilot study utilizing mobile LiDAR to assess two corridors within the City. Lastly, RAS produced a videologger for the City to take a virtual drive down a roadway for a snapshot of pavement and ROW conditions. Prior to data collection, Mr. Rivera worked with the City’s GIS staff to identify the appropriate mileage for collection and review the GIS segmentation provided in the City database. Appropriate segmentation was laid out based on a crossroad-to-crossroad section divider. A 10-mile pilot plan was laid out for early collection to provide an example of deliverables and to validate the accuracy of the collection. The evaluation project also included a technical report presenting the predominate distresses and statistical analysis of the condition results and repair recommendations. The report provided results based upon surface type and division of functional classification for all roadways. The results presented in the database and report were used to develop a more cost-effective approach to maintenance, improve the City’s preservation techniques, and optimizing how the City chooses to spend maintenance funds. CLIENT CONTACT David Jones, Public Way Coordination Program Manager, Salt Lake City, (801)535-6425, David.jones@slcgov.com City of Durham, North Carolina - Pavement Condition Survey RAS performed the 2021 pavement condition survey for the City of Durham’s 1,571 test mile network within a $374,712 contract. RAS completed the survey using its fleet of RAC vehicles in accordance with the ASTM D6433. RAS provided GIS based deliverables and formatted the data for an import into PAVER. RAS performed a pilot study, provided a final report, and assisted the City in presenting data to City Council regarding various funding amounts, strategies to improve the City’s PCI, and its level of service to the general public. RAS also completed a traffic sign inventory. T V; : Mr. Gordon refined the budget requirements and developed a 10-year maintenance plan to improve the efficiency of treatments and minimize the increase of additional funds. Mr. Gordon presented the results to the City Council to present findings and recommend a maintenance plan. CLIENT CONTACT Clint Blackburn, PE, Project Manager, City of Durham, (919) 560-4326 x 30245, clint.blackburn@durhamnc.gov 10 Proprietary Information --q,=\\-ID: 6AEFE7C&45614A66-913F-D24071D9F597 DocuSign Envelope ID: 6AEFE7C64561-4A66-913F-D24071D9F597 RoadwM=sset =83 City of Denton Roadway and Parking Lot Condition Survey PROJECr APPROACH PROJECT OVERVIEW AND INITIATION RAS understands the project will consist of conducting a pavement evaluation for the network’s 1,450 lane miles of roadway assets and 117 acres of parking lots, which translates to 567,749 square yards for assessment. RAS understands that the City of Denton desires to conduct a City-wide automated, continuous linear pavement distress survey using calibrated laser road surface testing to capture a full array of pavement distresses and update the City’s Cartegraph inspections. The condition data will be supplemented with 32 mega pixel multi view HD imagery that is GPS tagged, recorded at 15-25 foot maximum intervals, and delivered with an associated personal geodatabase. The Roadway Asset Collection (RAC) vehicle is equipped with a Laser Crack Measurement System (LCMS- 2) for automated pavement data acquisition and a certified laser profiler which includes line lasers for capturing full lane rutting and roughness data. The raw sensor data will be collected, processed, and aggregated to the segment level contained in the City’s existing GIS and Cartegraph Operations Management System (OMS). The data will be collected and delivered in accordance with the U.S. Army Corps of Engineers data protocols, commonly referred to as ASTM D6433. The advanced RAC vehicle will survey local streets in a single pass while the arterial and collector streets will be surveyed once in both directions, resulting in 2 passes. Parking lots can be conducted using a visual PASER methodology and/or a detailed assessment using the RAC vehicle. Further details on the parking lot assessment can be found on page 19 of this submission. The Ladybug images will also be utilized to extract asset attributes for roadside assets such as markings, striping, signs, and supports. RAS is invested in continually improving asset collection, evaluation, and management to maintain public infrastructure. RAS team members have performed over 200 pavement and asset management projects in the last 5 years in accordance with ASTM D6433, and do not anticipate any challenges or risks (aside from weather); however, we have a contingency plan that allows us to keep a project on schedule in the event of crisis, natural disaster, etc. The RAS team provides the City with the most experienced data collection teams to provide assurance that the collection and processing of data will be provided on schedule. We have an outstanding record of completing projects of similar size and scale, on time and within budget. If inclement weather becomes a significant issue affecting the collection of the pavement data, then the RAS team has the capacity to mobilize additional RAC vehicles and field crews to remain on schedule. 11 Proprietary Information DocuSign Envelope ID: 6AEFE7C6z1561'4A66-913F-D24071D9F597 RoadwIF@ mes City of Denton Roadway and Parking Lot Condition Survey MOBILIZATION/CALIBRATION/PILOT At the outset of the project, RAS will review the City’s street and parking lot GIS files containing the street centerlines and the parking lot polygons. After an initial review, RAS will conduct a kickoff meeting with City staff to discuss the GIS files, project scope, schedule, deliverable formats, additional data needed by RAS for preparation, process for interim review, City’s Cartegraph data dictionary, and project administration. During the kick-off meeting the team will also determine a pilot area of approximately 15 miles for collection and review of all deliverables by City Staff, obtain a collection letter, and determine areas that are of greatest priority for collection or that require special timing for collection due to festivals or other events. We will determine a schedule for monthly project coordination meetings and define channels for communication between the RAS team and City staff. During the meeting, We will also define milestone dates and progress report requirements. RAS will present the data collection plan for review by the City and gain approval prior to beginning data collection. H “The pilot data field validation was crucial to our acceptance and buy-in on our pavement quality assessment. Mr. Gordon explained each condition, the methods of measurement of the distresses, and how the PCI score calculations could help us understand the meaning and relationship of the values to our perceptions of pavement performance. This personalized process allowed us to make maintenance decisions from the data provided with confidence." Zayne Huff, City ofSouthlake The importance of the field pilot cannot be understated as it has become a routine milestone for the RAS Team on all condition projects. The pilot allows RAS to collect, process, and review condition data with City Staff to ensure everyone’s level of comfort with the data collection and interpretation protocols. The review of the condition data will be hosted by Project Manager Scot Gordon, PE, in the field, where he will review site conditions with City Staff. The importance of this step is to make necessary corrections to the processing routines that result from local standard construction practices/soil conditions and to ensure the City’s level of comfort with the approach. As a cornerstone to the development of quality data deliverables, Scot Gordon, PE has performed a pilot data field validation with agency staff on hundreds of pavement condition surveys. Agencies that Scot has worked with on the pilot data validation include but are not limited to: • • • • • • Durham, NC Harris County, TX Chicago MAP, IL Columbus, OH Fort Worth, TX Brevard County, FL Salt Lake City, UT Cheyenne, WY • • • • @ • • • Albuquerque, NM Corpus Christi, TX Laredo, TX Charlotte, NC El Paso, TX Southlake, TX Montgomery County, TN Amarillo, TX Proprietary Information 12 DocuSign Envelope ID: 6AEFE7C64561“+A66-913F-D24071D9F597 Roadwl@t =e s City of Denton Roadway and Parking Lot Condition Survey PAVEMENT DISTRESS coLLEcrioN To complete the automated pavement condition survey and right-of-way asset inventory, the RAS team proposes the use of one or more state-of-the-art RAC vehicles, equipped with: •The LCMS-2 camera is a laser array providing images used to evaluate data that conforms with ASTM D6433 protocols, which uses two 1-millimeter resolution line scan cameras to provide a customized digital condition rating system to collect user defined severity/extent-based pavement distresses and rutting. The pavement distresses, density, and severities collected with the LCMS-2 are used to calculate a Pavement Condition Index (PCt) that represents the condition of 100% of the driven lanes. A class 1 inertial profiler (Used to capture dual-wheel path International Roughness Index (IRI) measurements) and measuring both wheel track ruts simultaneously. The profiler has gone through ASTM E-950 certification and has been independently certified by the National Center for Asphalt Technology (NCAT) in accordance with AASHTO R-56. Point Gray Ladybug 5+ 32MP 360 camera (utilized for accurate ROW asset capture, extraction, and pavement QA/QC) is far superior to multiple independently mounted HD cameras. Linear distance measuring to within +/-0.5%. Applanix POS/LV with DGPS (Provides accurate internal GPS navigation for geo-locating pavement and right of way asset information). • • • • • All subsystems for the RAC vans (pictured below) are integrated using International Cybernetics Corporation’s (ICC) collection core with tight synchronization between all data streams on the truck in real-time, referenced to both time and distance. All sensor locations are coordinated to the vehicle’s reference point, together with the GPS and IMU hardware, using 3D translations and rotations. This allows the final world coordinates of all sensor data streams to be calculated and integrated. The methods for automated data collection and pavement condition rating are repeatable and defensible. 13 Proprietary Information DocuSign Envelope ID: 6AEFE7C645614A66-913F-D24071D9F597 City of Denton Roadway and Parking Lot Condition SurveyRaadwi9 Asset ServIces In addition to the RAS owned fleet of RAC vehicles, our team also has access to as many LCMS equipped vans as needed for the project through our strategic partnership with the number one asset collection vehicle assembler in the United States, ICC. This means the RAS team can mobilize more than one vehicle if needed or swap equipment at a moment's notice for instances of equipment malfunction. Since the RAS equipment is state-of-the-art and is less than a year old, we do not anticipate disruptions in the schedule. In addition, the industry standard for networks of less than 1,500 miles requires only one LCMS equipped vehicle to mobilize for collection of the network. The RAS leadership team of Mr. Gordon, Mr. Thomason, and Mr. Rivera work closely during the data collection phase to provide weekly updates on the collection and data evaluation processes in an effort to adjust the schedule and budget of the project. Our team will communicate through work sessions with the City to identify project issues or needs (if any) and follow up through QA/QC reviews. The RAS team will review the IRI and PCI calculations by conducting field reviews and analyzing the detailed pavement images to confirm the accuracy of the distress measurements and final calculations. The RAS team will conduct pavement survey work on dry pavement and in lighting conditions that ensure accurate crack detection. We will collect imagery during daylight hours only, with no rain, fog, or snow visibility obstructions. Any road segment(s) that exhibits low image quality due to lighting will be recollected at a later time. The industry is currently migrating toward automated intelligence (AI) rating for 100% linear assessment of the roads, in accordance with guidelines within the ASTM D6433 and ASTM E1656. This methodology removes the subjectivity of rating small sample area of the road segment where the sample may not represent the condition of the entire roadway segment. p 8: ++n 1 :++L:$ = > ? } = + p t T & :: + t = pI + ;I • I & a •= =• + !i:;i de + Lb }= + +b}} =) tC ==b : a q + + •’ '+ + ' • . ' - + - '• ' + ' • ' + '+ , {g?: {: + Afa U P ?i T S n ;B: : : : i :f •qB fr r: gb n; I P q:\ ,P Siiii==BEla@bs FIX:;C':-:. :iii$:';f==': .:i-'-';:;':i'=-;iii=:i* . ?’ J ; 'i &R&&=®§ Sample LCMS-2 Pavement Image Proprietary Information 14 DocuSign Envelope ID: 6AEFE7C6-4561'+A66-913F-D24071D9F597 ©sset mes City of Denton Roadway and Parking Lot Condition Survey coLLEcrioN AND PROVISION OF HIGH RESOLUTION PANORAMIC DIGITAL IMAGES The RAS team will utilize one or more of our RAC vehicles to conduct the pilot and network wide pavement and asset data collection on the City’s maintained road network. Each vehicle will have a qualified Team Leader and assistant operating the equipment. All collected pavement and ROW imagery will be provided in appropriate state plane coordinates, while being collected in one continuous pass at posted roadway speeds. The high-definition panoramic Ladybug camera will be used to inventory and capture right-of-way (ROW) images for asset extraction of pavement markings, pavement striping, traffic signs, and other assets if selected by the City. All captured images will be delivered to the City in .jpeg format and processed at 15-ft intervals for the entire survey area. The images will be collected as a 360 degree right-of-way panorama, including forward, rearward, and downward pavement viewing images. Each image will be electronically tagged with location information for plotting within a spatial environment. Traffic control will not be required since the RAC vehicle will collect all data in motion and is not required to stop or disrupt traffic during operation. Example Ladybug ROW Imagery 15 Proprietary Information DocuSign Envelope ID: 6AEFE7C645614A66-913F-D24071D9F597 Road\nasset =eg City of Denton Roadway and Parking Lot Condition Survey DATA MANAGEMENT ROADWAY N[rwoRK DATABASE REVIEW (COMPLETENESS / GAP ANALYSIS) RAS will conduct a complete diagnostic of the roadway network, including a full and thorough assessment of the City’s Cartegraph roadway network inventory database. This will include a review of the City/s data requirements (i.e., what information is needed/desired) and subsequent data gap analysis (what is missing). RAS will include the following in this initial review: a. b. C. d. e. Base inventory information, (i.e., Functional Class, lengths, areas, surface type, etc.) Historical condition information (if any) Status of survey history (if any) Construction and maintenance history Review of maintenance and rehabilitation treatments and unit costs The pavement data will be processed and delivered per road segment and per parent parking lot for the entire roadway network. RAS will aggregate the detailed 20-foot linear samples acquired by the RAC vehicle to the segment level contained in the City’s GIS centerlines and Cartegraph inventory. Prior to the product data load, the City will be delivered the data in several formats such as Excel Spreadsheets and geodatabases for plotting within a GIS environment. At the completion of the project, the images and database for the network will be formatted using the RAS import schema for Cartegraph projects and the data will be loaded to the City’s production environment. While RAS will calculate an ASTM D6433 PCI data for City review prior to loading, ultimately the extent and severity of distress data will be loaded to Cartegraph for the final OCI calculation as required by most Cartegraph users. QUALITY ASSURANCE – SUBSYSTEM MONITORING During the survey, the collection software monitors the GPS subsystems and alerts the operator if the GPS feed drops out or if GPS quality is compromised. It displays the satellite count, which should normally remain above four (4). If the satellite count falls below that threshold due to the vehicle entering a tunnel, driving under a bridge, or driving in a region with tall buildings, this will be displayed for the operator. The IMU will provide acceleration-based corrections during this time to ensure that GPS accuracy is maintained as much as possible. Depending on the grade of IMU used in the system, even total GPS outages of 1-3 minutes can be tolerated with almost no degradation in positional accuracy. The collection software monitors the status of the subsystems that have been installed and enabled. A summary screen is displayed for the operator which shows representative data values and images in real- time, along with any warnings or errors being generated based on real-time diagnostics. As part of Proprietary Information 16 DocuSign Envelope ID: 6AEFE7C6-4561-4A66-913F-D24071D9F597 RoadwHsset =89 City of Denton Roadway and Parking Lot Condition Survey standard practice, the operator continuously monitors the validity of data being collected and reported by the quality monitoring systems. The RAS team will also review a randomized sample of images to ensure that it complies with the requirements of the specifications throughout the course of the network matching and event QC. Upon completion of the network matching, an image report shall be generated with the total image count compared with that expected for each road. Daily Progress Reports are produced by uploading sensor, GPS, and event data into Connect and matching against the road network definition. Progress reports include the following, road sections collected, length discrepancies, and remaining sections to be completed. RAS has a proven Quality Assurance/Quality Control procedure for all RAC projects that begins with our image collection process. The systems and data types collected by the RAC vehicle are: • • • • • • • • Vehicle Travel Distance from Distance Measurement Instrument (DMI) Vehicle Position from differentially corrected GPS (DGPS) Vehicle Orientation (pitch, heading, roll) from the Inertial Measurement Unit (IMU) Longitudinal Profile Roughness (IRI) Ladybug 5+ 360-degree Images Laser Crack Measurement System (LCMS) 2D and 3D Images Derived data: Transverse Profile, Rutting, Cracking, Raveling, Potholes, Texture Operator-captured Events QUALITY ASSURANCE – Al DATA PROCESSING & ENGINEER REVIEW After data is collected in the field and uploaded to the office environment, it is }'_ + imported using the RAS Al pavement rating tool Road TRIP (Technical Rating Intelligence : { Program). The import process creates mappings to the data so that users do not need to keep track of where the data is stored :– ‘ on central data server(s). At this stage, the r’' * major data processing tasks also occur, such := : as generation of right-of-way and pavement image streams; calculation of profile, roughness, rutting, detection of cracks, lane- markings, man-made objects, and other distresses. The detected cracks are overlaid on the pavement images and offset in order to assist with the verification of the detected cracks. The longitudinal and transverse crack distresses that are transformed from the LCMS detected cracks are used during reporting to identify where the LCMS detected cracks are found to result in an unacceptable level of false positives. These affected distress cracks are eventually deleted. During reporting, the distress cracks are defined by road zone and accumulated according to the units defined in the client specification. The severity levels are identified an; •l•••ll==••H U Proprietary Information 17 DocuSign Envelope ID: 6AEFE7C64561zIA66-913F-D24071D9F597 City of Denton Roadway and Parking Lot Condition SurveyRoadwIMs at =89 based upon the defined limits (ASTM D6433) and verified for resolution through visual quality control checks of image files. Where density metrics are required, these are determined using the length of the interval being reported and the width of road zones included. A RAS pilot project will be provided at the initiation of the project to provide an example database for review by the City and provide an opportunity to review the accuracy of the distress identification and highlight any modifications that need to be made to provide acceptable pavement condition data to the City RAS TECHNICAL KNOWLEDGE OF DENTON ROADWAY CONDITIONS The RAS Team is comprised of engineers and industry experts who have conducted pavement inspections across the Country and have spent their careers interpreting distress manifestations on asphalt and concrete pavements alike. It is this experience, combined with a sound engineering design background of local soils, that allows RAS to discuss design remediation techniques when desired by our clients. Our team of engineers also understands some of the difficulties in maintaining pavements in the Denton area due to the numerous variables that affect pavement performance. The combination of geology in the area results in a wide range of performance, ranging from the thin PawPaw and Weno limestone formations north and west of town, to the Grayson MarI limestone through the central part of town, to 18 Proprietary Information DocuSign Envelope ID: 6AEFE7C64561'4A66-913F-D24071D9F597 Road@@ mes City of Denton Roadway and Parking Lot Condition Survey the Woodbine sands and clays south of town. Throughout these formations exists very expansive Denton clays that can create movement and heave beneath the pavement with increases in moisture. These variables also include the environmental challenges with intense UV rays and the hot climate aging the asphalt. We have observed several areas of aging due to weathering and thermal cracking, indicating a large environmental effect on the performance of pavements in this area. These areas indicate a need for early preservation in maintenance to protect the flexible properties in the asphalt cement. The RAS team also understands how moisture and poor drainage can significantly decrease the subgrade support, specifically in clays, while aiso creating differential movement beneath concrete pavement due to the volume expansion within the clay with moisture increases. We can work with the City staff to develop “performance” regions to better model deterioration rates and improve the predicted performance of a given area. Knowledge of the softer subgrade regions along with the environmental aging factors wiI may be needed sooner to prevent more costly deterioration. help us understand where maintenance PARKING LOT ASSESSMENT – PASER MrrHODOLOGY RAS is proposing the PASER methodology to complete the assessment of the 114 individual parking lots. This method of evaluation is widely adopted for parking lots across Texas and represents a means of efficient and cost-effective evaluation of the total area of each lot. If the City retains parking lot polygons as a layer in GIS, those will be adopted for routing purposes and area measurements. If the City does not currently retain parking lot polygons, the RAS GIS Team can step in and develop those polygons for each facility lot. The polygons are important as they give the City of Denton access to the total pavement area for each facility, which assists the City in preparing a budget for maintenance. As seen in the adjacent Denton Soccer Complex image, each parking lot will retain a spatial polygon for area measurements and the 1-10 PASER field rating will be linked to each parking lot. To conduct the condition assessment, RAS wiI mobilize up to two inspectors across the network and they will rate each lot according to the PASER evaluation criteria. This assessment will allow for rehabilitation assignment and budgetary cost evaluation. + b r !;T : As an alternative, RAS could conduct a true ASTM DW133 survey using the automated RAC vehicle. The downside to this approach is that the condition data gathered is only representative of the through travel lanes of the lot and not the total area. RAS looks forward to discussing the benefits of either methodology for rating its parking lots. 19 Proprietary Information DocuSign Envelope ID: 6AEFE7C645614A66-913F-D24071D9F597 City of Denton Roadway and Parking Lot Condition SurveyRoadwInEpt mes D[rERIORATION CURVES & REHABILITATION AcrlVITY IMPACr RAS can assist the City with both inventory and condition assessment to enhance the level of service for its business units. If desired by City staff, RAS can assist the City with determining the right treatment (prescription) at the right time. The RAS team has vast experience in capital planning (decision trees) of these inventoried assets as they are strategically programmed for replacement, refurbishment, or general maintenance. As completed with many agencies across the Country, RAS can work with Denton staff to review the existing pavement rehabilitation model parameters. These parameters may be updated based on the City budget scenarios and the latest pavement industry standard metrics needed for the modeling including but not limited to: Min/Max PCI, Breakpoint PCI, decision trees for treatments, costs, and reset PCI values. RAS can also discuss other treatments that the City may or may not be using and the benefits that are being seen with these maintenance techniques across Texas. RAS would include the City’s treatment types as well as unit costs to be incorporated into the pavement modeling. The results of the scenarios would include investment benefit information indicating the cost per square foot of benefit for each maintenance strategy based on maintenance rehabilitation costs. This can be reported in a number of ways, but most commonly as the cost per square foot to increase the PCI by increments of 1 point. Scot Gordon and the experienced RAS team have developed hundreds of deterioration curves based on collected data. Being a resident of Denton County, Mr. Gordon understands the soil conditions in the Denton area and has experience designing pavements and foundations all across Texas. Scot will work with the historical data from Denton, along with the collected data from this project, to develop updated deterioration curves for each combination of street classification and pavement surface type, representative of the Denton climate. Mr. Gordon’s experience with local design practices and soil conditions combined with Mr. Thomason’s knowledge of the City’s current pavement deterioration curves will result in an unmatched level of Cartegraph configuration for the City of Denton. ,100 90 80 70 60 SO 40 30 20 10 0 a 5 iC 15 25 HDMB Mill and Overlay' Do Nothing BUDGET MODEL DEVELOPMENT The RAS Team separates itself from our competition through our devotion to the most critical aspect of the project, which is collaborating with the City on how to take the objective condition data and utilize it to make meaningful decisions involving the City’s infrastructure. RAS follows the “AASHTO Transportation Asset Management Guide - A Focus on Implementation” which provides a framework for organizations to utilize and update the management of their assets to improve decision-making, monitor performance, and support integrated decisions in programming 20 Proprietary Information DocuSign Envelope ID: 6AEFE7C6'+5614A66-913F-D24071D9F597 Roadw=@t =83 City of Denton Roadway and Parking Lot Condition Survey projects. The observed distresses and calculated PCI values will be used within Cartegraph to rank projects using distress types indicating load, non-load, and environmental related causes of each distress. Running budgetary models within a pavement management system requires a deep understanding of the database structure behind the application. The RAS approach to budgetary modeling will involve up to 8 pavement management scenarios using different philosophies, budget levels, and distributions. While RAS will define the scenarios to be run with City staff, at a minimum the following questions should be answered with the scenarios: • What is the resultant network OCI at my current funding level? • What budget is required to maintain my existing network OCI? • What budget is required to achieved a desired network OCI? • What budget is required to control the growth in backlog? RAS will also consult with City staff to develop models utilizing different types of rehabilitation strategies (worst first, best first, most economic, need year, etc.). RAS understands that getting buy-in from City Administrators and Elected Officials means developing a long-range rehabilitation plan that considers local priorities. The RAS team will ensure already approved rehabilitation work is programmed into the budgetary models for selection during the run. In addition, RAS will consult with City staff to identity the total cost (mill, overlay, traffic control, striping, etc.) of each rehabilitation method. Investment benefit information provided by RAS will indicate the cost per square foot of benefit for each maintenance strategy based on maintenance and rehabilitation costs. In addition, we will work with the City to develop super segments that achieve an optimal 5-year pavement maintenance plan. Cost of deferment will be of the utmost importance and RAS will identify critical roadways within the plan. While running the models themselves might seem straight-forward, the RAS approach to such an analysis involves the following sequences and client engagements during the process: •Current database review – most issues can be resolved at the initiation of a project by completing a brief review of the County’s existing setup. All RAS projects begin with a review by our Project Manager. Any recommended changes to the segmentation or budgetary model configuration will be discussed during this stage. •Project development (pictured on next page) – the Cartegra ph Pavement Management Software runs a pavement analysis at the segment level and then allows the user to stitch segments together to form a project, also known as a “management section". RAS will work with the County to review the initial model results from each run, select the desired multi-year plan, and begin “stitching" segments together to form logical projects. Our team will also provide recommendations to City staff for best practices in developing practically sized management sections to yield model results that can be acted upon. A Microsoft Access database of final configuration, setup, model, etc. will be provided to the City. Proprietary Information 21 DocuSign Envelope ID: 6AEFE7C645614A66-913F-D24071D9F597 City of Denton Roadway and Parking Lot Condition SurveyRoadw:RSs at =as •Maintenance & Rehabilitation Setup – to ensure the results of the budget model runs meet the County’s expectations, Scot Gordon will discuss the County’s current Maintenance and Rehabilitation setup within the Cartegraph OMS system. As a Professional Engineer with extensive pavement experience, Scot is well versed with the application of pavement rehabilitation techniques, trigger points, real-world impact to OCI, and life cycles. •Deterioration Curves – forecasting pavement conditions within Cartegraph requires a detailed set of pavement deterioration curves for each roadway traffic classification, pavement material type, etc. as designated by the pavement management system. Scot will review the existing deterioration curves to ensure they still reflect realistic degradation rates in the City. If alterations to the curves are necessary, Scot will lead the update with the team prior to the production data load into Cartegraph. Scenario Builder will pull data from your Cartegraph performance curves, activities, impacts, and more to create clear, accurate predictions on everything from OCI gains to budget impact. Aceuty Co•t BRItT Pba Ten Proprietary Information 22 DocuSign Envelope ID: 6AEFE7C6-4561-4A66-913F-D24071D9F597 RwduI@ mes City of Denton Roadway and Parking Lot Condition Survey FINAL REPORT RAS will provide the City a final report with statistical charts, graphs, and area maps illustrating all PCI results, the overall City’s road quality, and findings from the pavement evaluation. This report will document the methodology for performing the assessment, program results, and recommended updates to pavement performance models and deterioration calculations to reflect new and historical data. This will require working sessions and feedback from the City to develop the most accurate models for the execution of a maintenance plan. RAS can use the collected data, along with available historical condition data, to develop and model deterioration curves that can be used to estimate remaining pavement service life of all studied roadway sections. The curves will be presented in the report and provided in an Excel spreadsheet for future use by the City staff. The report will be provided for review by City staff and modified based on comments to produce a final report which will be delivered as a bound report and in Microsoft Word (.doc and .docx) and Adobe (.pdf) format. Additionally, Scot looks forward to visiting with City staff on other innovative considerations to pavement management such as including oa of curb and gutter in selecting roads for maintenance; whether or not to deduct for potholes if the City has a pothole repair crew; how to get all council districts above a specific PCI threshold; and focused analysis on top traveled corridors where you are improving the level of service on the roads receiving the greatest traffic while also analyzing the impacts to the remainder of the network. For example, in the City of Fort Worth, Scot worked with City Staff to incorporate curb and gutter as a factor in street selection for maintenance. In addition, the previous evaluation deducted for potholes in their PCI score, while the most recent survey reversed this decision as their crews were repairing these distresses daily and a preference to not have potholes influence the PCI value were expressed. In another example of innovation for the City of San Antonio, Scot performed additional analysis scenarios to identify variable funding needs to achieve and maintain the set goals for each Council District (minimum PCI of 70), based on pavement condition performance. To accomplish this, Mr. Gordon worked with the City to determine the proper mix between preservation and reconstruction within each of the IO Council Districts to achieve the minimum baseline number of a PCI of 70 per district. CITY COUNCIL PRESENTATION The RAS team will provide a public presentation to the City Council, including data, charts, and all summary data to showcase the results of the pavement condition survey. Scot Gordon has extensive experience preparing and presenting results of pavement and asset conditions assessments, as well as pavement budget scenarios and maintenance plans to Councils and Commissions as final reports. This is a standard scope that we provide to all our asset management clients. 23 Proprietary Information DocuSign Envelope ID: 6AEFE7C645614A66-913F-D24071D9F597 RaadwIHsset =83 City of Denton Roadway and Parking Lot Condition Survey Scot has worked with County Commissions or City Councils with several hundred agencies including Durham, NC; Pitkin County, CO; Pflugerville, TX; San Antonio, TX; Brownsville, TX; Indianapolis, IN; and Laredo, TX to name a few. ROW ASsn DATA COLLECrION - PAVEMENT MARKINGS, STRIPING AND SIGNS The panoramic ROW images from the Ladybug 360 camera system will be provided as an additional database submitted in a GIS compatible shapefile and/or geodatabase. These images will be captured for all asset features within the ROW and detailed attributes and conditions will be extracted for the following assets as a part of this assignment: pavement markings, pavement striping, and traffic signs. The completed inventory will be reviewed by City Staff before being loaded to the production Cartegraph OMS software. Ex: If='al1-JI VIla I . I ;} - Ba iT? C++ + + 1+ The RAC collection vehicles will collect right-of-way HD imagery while pavement distress data is collected for the pavement condition survey. The vehicles will capture images at an interval of approximately 10 to 15 feet for both forward and side-facing directions and geo-referenced to the pavement inventory by segment The images will then be post-processed using RAS software to collect the following attributes for pavement markings, a point feature: AssetID, X,Y location, photo image link, type (left arrow, school, etc.), marking color, physical condition rating (good, fair, poor), and comments. Pavement striping is inventoried as a linear feature and includes these attributes: AssetID, X,Y location, photo image link, type (hash, continuous left, skip, etc.), striping color, physical condition rating (good, fair, poor), length and comments. 24 Proprietary Information DocuSign Envelope ID: 6AEFE7C6-4561-£IA66-913F-D24071D9F597 City of Denton Roadway and Parking Lot Condition SurveyRwdwlms t =as Traffic signs/supports, which are listed as a point feature, are commonly captured with the following attributes (the final list of attributes will be determined with input from the City staff): AssetID, X,Y location, MUTCD code, sign text, photo image link, physical condition rating (good, fair, poor), location, post total, sign direction, comments and post type. [ FaX B "–’'; L} HKnB aJ:HAAiB = B'J- lyCHIBnl%bLl The RAS asset extraction system is not limited to these 3 assets as we can inventory and extract attributes on nearly any asset that can be identified in the images. Other common roadside features for capture include sidewalks, pedestrian curb ramps, curb/gutter, traffic signals, street lights, fire hydrants, bus stop shelters, waste receptacles, medians, and many others. SCHEDULE RAS would anticipate slightly less than a 5-month duration on the project. Monthly progress meetings will be held, or more frequently if the City desires, to ensure clear expectations, facilitate open communication, and ensure mutual understanding of the project requirements and deliverables. The chart below provides an outline of our anticipated schedule and project milestones. Months PROJECr INITIATION Project Initiation & Setup Pavement and Parking Lot Referencing and Mapping Development Asset Collection (RAC) Vehicle RAC Pilot Survey Area Pavement Distress &Roads & Parking Lots 6 27 6 33 36 6 18 27 33 33 12 18 18 'avement Data QA/QC, Processing, Format, & Supply - Roads & Parking Lots Field Pilot Data Review with City Staff (walk the streets) Field QC Conuttve Action (if any) Digital Image Processing & Delivery Striping Inventory & Geodatabase Development ’Supports Inventory & Geodatabase Development Distress Data Import & Load Analysis, Scenario Builder Setup, & Budgetary Modeling Report & Professional Services/GIS Database WorkField Work Extraction/Evaluation Work QA/QC Work Final Deliverable One way RAS optimizes its field data capture is by collecting pavement condition data 7 days a week, which allows our team to remain ahead of schedule when events such as storms or other weather-related events do occur. Additionally, RAS can mobilize supplemental crews to the City of Denton to speed up the collection process if needed. The RAS team will provide a safe and cost-effective collection and extraction methodology while meeting or exceeding the City’s expectations on both time and budget. The RAS management team has an outstanding record of completing projects similar in size and scale on time and within budget. 25 Proprietary Information DocuSign Envelope ID: 6AEFE7C6-45614A66-913F-D24071D9F597 Project Initiation 1 Project Initiation 2 Pavement and Parking Lot Referencing and NOMAD Development 3 RST Mobilization/Calibration 4 RST Pavement Distress Collection 4a Price per square yard (based on current estimate of 567,749 square yards) 4b Price per lane mile (based on current estimate of 1,450 lane miles) 5 Provision of Digital Images (@ 15-25 Foot Intervals (ALL VIEWS)) Data Management 6 Data QA/QC, Processing, Format, & Supply ALT Pavement Data QA/QC, Processing, Format & Supply - Parking lots 7 ROW Asset Data Collection 8a Pavement Marking and Striping Pavement Marking and Striping - Per Test Mile (Pavement Marking/Striping Inventory & Geodatabase Development) Pavement Marking and Striping - Per Parking Lot 8b Signs and Supports Signs and Supports - Per Test Mile (Signs/Supports Inventory & Geodatabase Development) Signs and Supports - Per Parking Lot 9 Cartegraph Data Load 10 Additional Misc. Services not to exceed 15% 10a Geodatabase development 10b Additional Collection/Mapping/QC necessary for Parking Lots ALT Pavement Analysis, Scenario Builder Setup, & Budgetary Modeling ALT Final Report & Recommendations 11 Project Management Description aTV 1 618.8 1 UOM Unit LS Test Mile1 LS2 $3,500.00 $10.00 $3,000.00 114 618.8 618.8 618.8 114 Per Lot Test Mile Test Mile $350.00 $80.00 $10.00 Test Mile Per Lot $10.00 $50.00 1450 114 Lane Mile Per Lot $20.00 $90.00 1450 114 1 Lane Mile Per Lot LS $35.00 $50.00 $4,000.00 Included in Line 8a & 8b 1 1 1 LS LS LS $10,000.00 $5,000.00 $1,000.00 Optional Additional Services Pavement Width Measurements (aerial photography)$12.00618.812 Test Mile Falling-Weight Deflectometer (FWD) testing on the arterial and collector roadways (in each direction) (should include all aspects needed for performing the test including a follow vehicle for safety)$296.0013300Test Mile 1 Assumes centerline file will be provided in GIS and that it matches the Cartegraph inventory 2 Arterial and collector roadways will be driven in two directions and the residential roadways will be surveyed in a single direction. 3 Bill monthly, lump sum based on percent complete for each task item. DocuSign Envelope ID: 6AEFE7C64+5614A66-913F-D24071D9F597 Exhibit C CITY OF DENTONINSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certifIcates and endorsements as prescribedand provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract Upon bid award, 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 of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notiFcation of bid award, Contractor shall fIle with the Purchasing Department satisfactory certifIcates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask forctarijcation 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 modijed 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 notifcation that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifIcations, and shall be maintained in compliance with these general specifIcations throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. •Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles 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 Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 15 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C6Jj5614A66-913F-D24071D9F597 • 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 City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifIcations, and shall be maintained in compliance with these additional specifIcations throughout the duration of the Contract, or longer, if so noted. lx 1 A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 16 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C6-4561'4A66-913F-D24071D9F597 If the Commercial General Liability form (ISO Form CG 0001 current edition) isused • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. •Coverage B shall include personal injury. •Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and 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. [x1 Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with CombinedSingle 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, theContractor shall comply with the provisions of Attachment 1 in accordance with City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 17 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C6-45614A66-913F-D24071D9F597 §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker’sCompensation Commission (TWCC). []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 InsuranceProfessional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. []Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. []Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. []Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 18 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C6-4561z+A66-913F-D24071D9F597 ATTACHMENT 1 11 Workers’ Compensation Coverage for Building or Construction Projects forGovernmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor’s/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes allpersons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. ’'Sewices" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18Page 19 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C6215614A66-913F-D24071D9F597 1 ) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers’ Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutoryrequirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to thecontractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/1 8 Page 20 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C6-45614A66-913F-D24071D9F597 5) retain all required certificates of coverage on file for the duration of the projectand for one year thereafter; 6)notify the governmental entity in writing by certified mail or personal delivery,within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 7) J.By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payTon amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 21 of 22 Contract 7954 DocuSign Envelope ID: 6AEFE7C645614A66-913F-D24071D9F5_97, . , .=’" -""''---’ '-’' -'’ '-' -' -'- '-’- ' - '-''’ - '-'' -’- '-' '--' '’E-ihl bit D CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other person doing business with local governmental entit' t lges made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001 (1-a) with a local govemmental 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 thIdate 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 Roadway Asset Servlces, LLC 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 dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d Name of local government officer about whom the information in this section is being disclosed. 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 subpans A, B, C & D), must becompleted for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A Is the local govemment officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?= Yes D 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?n ,“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?a ,”n ~. D.Describe each employment or business and family relationship with the local government officer named in this section. 4 5 LJ I have no Conflict of Interest to disclose. DocuSigned by: bay+ tMttiM, SOIL 5/23/2022 mr ;iness with the governmental entity Date DocuSign Envelope ID: 6AEFE7C6-45614A66-913F-D24071D9F597 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.tx.us/ Docs/LG/htm/LG 1 76.htm. For easy reference, 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 of a 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) 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 govemment 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 govemmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vaKk)c (B) has given to the local government omcer ora family member ofthe officer one or more gifts that have an aggregatevalueofmore 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) Avendor shan 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 govemment officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate 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 govemmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or anotherwriting related to a potential contract with the local govemmental 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 omcer, City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3“1 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 right x)f-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 ($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 [k>cuSign Certificate Of Completion Envelope Id: 6AEFE7C645614A669 13FD24071D9F597 Subject: Please DocuSign: City Council Contract 7954 - Roadway and Parking Lot Condition Survey Status: Completed Source Envelope: Document Pages: 53 Certificate Pages: 6 Signatures: 6 Initials: 1 Envelope Originator: Cori Power 901 B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 5/1 9/2022 7:06:34 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Cod Power ceri.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 Sent: 5/19/2022 7:18:45 PM Viewed: 5/1 9/2022 7:19:06 PM Signed by link sent to cort.power@cityofdenton.com Using IP Address: 198.49.140.104 Signed: 5/1 9/2022 7:54:32 PM Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 5/19/2022 7:54:36 PM Viewed: 5/20/2022 7:45:10 AM Signed: 5/20/2022 7:46:04 AM Signature Adoption: Pre-selected Style Signed by link sent to lori.hewell@cityofdenton.com Using IP Address: 47.184.94.221 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) 'DoalSWd bF tMArtLLLAMh .4B070831B4AA438. Sent: 5/20/2022 7:46:07 AM Viewed: 5/20/2022 9:15:50 AM Signed: 5/20/2022 3:44:32 PM Signature Adoption: Pre-selected Style Signed by link sent to marcella.lunn@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Bart Williamson bwilliamson@roadwayassetservices.comCEO Security Level: Email, Account Authentication(None) 'DocuSlgn&d byI b&r+ tMllimSal .2AD93QO06E2C44C Sent: 5/20/2022 3:44:36 PM Viewed: 5/23/2022 10:19:25 AM Signed: 5/23/2022 10:29:40 AM Signature Adoption: Pre-selected Style Signed by link sent to bwilliamson@roadwayassetservices.com Using IP Address: 107.217.164.119 Electronic Record and Signature Disclosure: Signer Events Accepted: 5/23/2022 10:19:25 AMID: 37cfc6c3-2d69-+afb-98af-9b621 856031 c Signature Timestamp ethan cox ethan.cox@cityofdenton.com Director of Public Works Security Level: Email, Account Authentication(None) Sent: 5/23/2022 10:29:44 AM Viewed: 5/23/2022 10:34:27 AM Signed: 5/23/2022 10:34:43 AM Signature Adoption: Pre-selected Style Signed by link sent to ethan.cox@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 8/7/2018 4:24:18 PMID: feebacc3-151ez17bb-af6d-be8889ffcb35 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Completed Sent: 5/23/2022 10:34:46 AM Viewed: 6/29/2022 7:01 :30 AM Signed: 6/29/2022 7:01 :57 AMSigned by link sent to cheyenne.defee@cityofdenton.com Using IP Address: 198.49.140.104 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: 6/29/2022 7:02:02 AM Viewed: 6/29/2022 8:08:41 AM Signed: 6/29/2022 8:08:47 AM Signature Adoption: Pre-selected Style Signed by link sent to sara.hensley@cityofdenton.com Using IP Address: 73.158.243.185 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) Sent: 6/29/2022 8:08:51 AM Viewed: 6/29/2022 1 1:17:12 AM Signed: 6/29/2022 11:17:54 AM 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 : 6/29/2022 1 1 :17:12 AMID: 6f056397-e9c7-+b75-af54-d99e74ee54db 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: 5/1 9/2022 7:M:36 PM I 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: 5/23/2022 10::M:46 AM Viewed: 5/23/2022 10:43:27 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/29/2022 11:18:00 AM Viewed: 6/29/2022 12:28:22 PM Daniel Kremer Daniel.Kremer@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 6/24/2022 10:40:22 AMID: 11c1 1687-34492Lb30-bael-c21bb5bbda65 Sent: 6/29/2022 1 1:18:02 AM Tina Ek Tina.Ek@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 3/7/2022 9:09:59 AMID: 6f63e42b-ee0042d44395-a4ca0574d659 Sent: 6/29/2022 1 1:18:04 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps 5/1 9/2022 7:18:45 PM 6/29/2022 11 :17:12 AM 6/29/2022 11:17:54 AM 6/29/2022 11:18:04 AM Envelope Sent Certified Delivered Hashed/Encrypted Security Checked Security Checked Security Checked Signing Complete Completed 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: Bart Williamson, ethan cox, Rosa Rios, Daniel Kremer, Tina Ek 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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