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22-1879ORDiNANCE NO. 22-1879 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC., FOR THEPROFESSIONAL DESIGN AND MASTER PLAN SERVICES FOR THE AQUATICSFACILITIES FOR THE PARKS AND RECREATION DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ7850-004 – PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONAL DESIGNSERVICES AWARDED TO KIMLEY-HORN AND ASSOCIATES, INC., IN THE NOT-TO- EXCEED AMOUNT OF $80,000.00). WHEREAS, on February 1, 2022, the City Council approved a pre-qualified professional services list of state certified firms to provide landscape architectural services as needed for projects for the Parks and Recreation Department (Ordinance 22- 192), and the professional services provider (the “Provider”) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider’s profession, and such fees do not exceed the maximumprovided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with Kimley-Horn and Associates, Inc., to provide professional design services for the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City ofDenton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein byreference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance wasseconded by %\M &rkthe following vote [k - IL] : made by ]\ISO n and This ordinance was passed:Ad approved by Aye Nay Abstain Alnent 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: IZIZ V/a PASSED AND APPROVED this the dC>jK day of Sap+tt„bar , 2022. dEmA IspEN ATTEST: ROSA RIOS, CITY SECRETARY \\\III IIIO BY: x dR lrg / APPROVED AS TO LEGAL FORM: MACK RErNWAND, CITY ATTORNEY Digitally signed by MarcellaLunn DN: cn=Marcella Lunn. o.IJh ::i?eTJFunin@dvofdent –––ancartT, <==DF––Date: 2022.09.07 09:1 8:24 -05'00' I 3BY:\x#,tvcaLtI DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 Docusign City Council Transmittal Coversheet 7850-004raF\ File Name Aquatics Masterplan P„„hasing Contact E '1'; G ;’'1; City C,,„iIT„g,tD,t, s =-"="'=- 20’ 2022 11 cab1 ePiggy Back Option Contract Expiration Ordinance Not App N/A 4 E - 10 / 3 DocuSign Envelope ID: 20B5AA69-59054D35-BF03-9108(,,70576(_,8 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONALSERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality("CITY"), and Kimlev-Horn and Associates, Inc., with its corporate office at 421Fayetteville Street, Suite 600, Raleigh, NC 27601 and authorized to do business in Texas,("ENGINEER"), for a PROJECT generally described as: Aquatics Master Plan (thePROJECT") SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agreesto perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connectionwith the PROJECT. B.Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/orsuppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resultingfrom oral orders of any person. SECTION 2 Compensation and Term of Agreement A.The ENGINEER shall be compensated for all services provided pursuant to thisAGREEMENT in an amount not to exceed $80,000 in the manner and in accordance with the fee schedule as set forth in Attachment A. Payment shall be considered fullcompensation for all labor, materials, supplies, and equipment necessary tocomplete the services described in Attachment A. B.Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continuefor a period which may reasonably be required for the completion of the PROJECT,until the expiration of the funds, or completion of the PROJECT and acceptance by theCITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT tocompletion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 1 of 19 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but notlimited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particularservices are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of anybalance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) in the event of a disputed or contested billing, only that portion so contested willbe withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) if the CITY fails to make payment in full to ENGINEER for billings contested ingood faith within 60 days of the amount due, the ENGINEER may, after giving 7days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall haveno liability to CITY for delays or damages caused the CITY because of suchsuspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY’s professional engineering representative underthis AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineerspracticing in the same or similar locality and under the same or similarcircumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 2 of 19 DocuSign Envelope ID: 20B5AA69-5905d+D35-BF03-9108C70576C8 care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity forsubcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerningthe results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) in soils, foundation, groundwater, and other subsurface investigations, theactual characteristics may vary significantly between successive test points andsample intervals and at locations other than where observations, exploration,and investigations have been made. Because of the inherent uncertainties insubsurface evaluations, changed or unanticipated underground conditions mayoccur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of theENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink onreproducible mylar sheets and electronic files in .pdf format, or as otherwise approved byCITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site,whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITYand/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, andresponsibilities, including, but not limited to, all construction methods, means,techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with theAGREEMENT Documents and any health or safety precautions required bysuch construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth inAttachment A, the ENGINEER or its personnel shall have no obligation or City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 3 of 19 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 responsibility to visit the construction site to become familiar with the progressor quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that thePROJECT, when completed, will be in accordance with the AGREEMENTDocuments, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiringENGINEER to make exhaustive or continuous on-site inspections to discoverlatent defects in the work or otherwise check the quality or quantity of the workon the PROJECT. If the ENGINEER makes on-site observation(s) of adeviation from the AGREEMENT Documents, the ENGINEER shall inform theCITY (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth inthe Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1 ) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance withAttachment A. (2) in providing opinions of cost, financial analyses, economic feasibility projections,and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipmentor structures that may affect operation or maintenance costs; competitivebidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimatePROJECT cost or schedule. Therefore, the ENGINEER makes no warrantythat the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections,or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progresspayments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work hasprogressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain thatthe construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18Page 4 of 19 DocuSign Envelope ID: 20B5AA69-59054D35-BF03-9108C70576C8 ENGINEER has made an examination to ascertain how or for what purpose theconstruction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, orencumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiledand furnished by others, and may not always represent the exact location, type of variouscomponents, or exact manner in which the PROJECT was finally constructed. TheENGINEER is not responsible for any errors or omissions in the information from othersthat is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years afterfinal payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers andrecords of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate andappropriate work space in order to conduct audits in compliance with theprovisions of this section. The CITY shall give ENGINEER reasonable advancenotice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreementshereunder a provision to the effect that the subconsultant agrees that the CITYshall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy anydirectly pertinent books, documents, papers and records of such suk)consultant,involving transactions to the subcontract, and further, that the CITY shall haveaccess during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3)hereof. CITY shall give subconsultant reasonable advance notice of intendedaudits (3) ENGINEER and subconsultant agree to photocopy such documents as may berequested by the CITY. The CITY agrees to reimburse ENGINEER for the costof copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 5 of 19 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 J. INSURANCE (1 ) ENGINEER’S INSURANCE a.Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercialumbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial GeneralLiability insurance contains a general aggregate limit, it shall applyseparately to this PROJECT or location. 1.The CITY shall be included as an additional insured with all rightsof defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, andunder the commercial umbrella, if any. This insurance shall applyas primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. The CommercialGeneral Liability insurance policy shall have no exclusions orendorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy,unless the CITY specifically approves such exclusions in writing. 11.ENGINEER waives all rights against the CITY and its agents,officers, directors and employees for recovery of damages to theextent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained inaccordance with this AGREEMENT. b Business Auto – the ENGINEER shall maintain business auto liabilityand, if necessary, commercial umbrella liability insurance with a limit ofnot less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-ownedautos, when said vehicle is used in the course of the PROJECT. If theengineer owns no vehicles, coverage for hired or non-owned is acceptable. 1.ENGINEER waives all rights against the CITY and its agents,officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability orcommercial umbrella liability insurance obtained by ENGINEERpursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’ Compensation – ENGINEER shall maintain workers City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18Page 6 of 19 DocuSign Envelope ID: 20B5AA69-5905d+D35-BF03-9108C70576C8 compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than$100,000.00 each accident for bodily injury by accident or $100,000.00each employee for bodily injury by disease, with $500,000.00 policy limit. 1.ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to theextent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained byENGINEER pursuant to this AGREEMENT. d.Professional Liability – ENGINEER shall maintain professional liability, aclaims-made policy, with a minimum of $1,000,000.00 per claim andaggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is eadier. Coverage shall be maintained for a period of 5 yearsfollowing the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted tothe CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained allrequired insurance shall be attached to this AGREEMENT prior to itsexecution. b.Applicable policies shall be endorsed to name the CITY an AdditionalInsured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees,officers, officials, agents, and volunteers as respects the contractedservices. c. Certificate(s) of insurance shall document that insurance coveragespecified in this AGREEMENT are provided under applicable policiesdocumented thereon. d. Any failure on part of the CITY to attach the required insurancedocumentation hereto shall not constitute a waiver of the insurance requirements. e.A minimum of thirty (30) days notice of cancellation or material change incoverage shall be provided to the CITY. A ten (10) days notice shall beacceptable in the event of non-payment of premium. Notice shall be sentto the respective Department Director (by name), City of Denton, 901Texas Street, Denton, Texas 76209. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 7 of 19 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 f. Insurers for all policies must be authorized to do business in the State ofTexas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g.Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval bythe CITY in writing, if coverage is not provided on a first-dollar basis. TheCITY, at it sole discretion, may consent to alternatIve coveragemaintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to theCITY h. Applicable policies shall each be endorsed with a waiver of subrogationin favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurringexpense, to review the ENGINEER's insurance policies includingendorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on aclaims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shallstate both the retroactive date and that the coverage is claims-made. k.Coverages, whether written on an occurrence or claims-made basis,shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until finalpayment and termination of any coverage required to be maintained afterfinal payments. 1.The CITY shall not be responsible for the direct payment of anyinsurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonablyequivalent insurance coverage as required for the ENGINEER. Whensub consultants/subc6ntractors maintain insurance coverage,ENGINEER shall provide CITY with documentation thereof on acertificate of insurance. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 8 of 19 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 K. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as asubcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing ofany existing conflicts of interest or potential conflicts of interest, including personal financialinterest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it willmake disclosure in writing of any conflicts of interest that develop subsequent to thesigning of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) if asbestos or hazardous substances in any form are encountered or suspected,the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) if asbestos or other hazardous substances are suspected, the CITY mayrequest the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published designcriteria and/or current engineering practice standards which the ENGINEER should havebeen aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if designchanges are required due to the changes in the permitting authorities' published designcriteria and/or practice standards criteria which are published after the date of thisAGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation willbe made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed perAttachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18Page 9 of 19 DocuSign Envelope ID: 20B5AA69-59054D35-BF03-9108C70576C8 shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetictesting, or national origin, be refused the benefits of, or be otherwise subjectedto discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER andENGINEER’s agents shall not engage in any discriminatory employmentpractice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the informationprovided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for theENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of theCITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federalauthorities; and land, easements, rights-of-way, and access necessary for theENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings,specifications, proposals, and other documents; obtain advice of an attorney, insurancecounselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timelymanner in accordance with the PROJECT schedule prepared in accordance withAttachment A. E. Prompt NoticeThe CITY will give prompt written notice to the ENGINEER whenever CITY observes or City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 10 of 19 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 becomes aware of any development that affects the scope or timing of the ENGINEER'sservices or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containingmaterials, or conditions, and that ENGINEER had no prior role in thegeneration, treatment, storage, or disposition of such materials. Inconsideration of the associated risks that may give rise to claims by thirdparties or employees of City, City hereby releases ENGINEER from anydamage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, releaseor escape of hazardous substances, contaminants, or asbestos is a result ofENGINEER’s negligence or if ENGINEER brings such hazardous substance,contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E.regarding the ENGINEER’s Personnel at Construction Site, and provisions providing for contractor indemniftcation of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materialssuppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, andsubcontractors, for any claim arising out of, in connection with, orresulting from the engineering services performed. Only the CITYwill be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITYand the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity orperson regarding the PROJECT a provision that such entity or person shallhave no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any rightthe CITY has to bring a claim against ENGINEER. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18Page 11 of 19 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structuresassociated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacementcost value of the PROJECT. The CITY may provide ENGINEER a copy of thepolicy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertakenor defended by the CITY. In the event CITY requests such services of the ENGINEER, thisAGREEMENT shall be amended or a separate agreement will be negotiated between the parties K. Changes The CITY may make or approve changes within the general Scope of Services in thisAGREEMENT. If such changes affect the ENGINEER's cost of or time required forperformance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of awritten Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of theENGINEER, whether in hard copy or in electronic form, are instruments of service for thisPROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments ofservice without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 12 of 19 DocuSign Envelope ID: 20B5AA69-5905-+D35-BF03-9108C70576C8 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts ofGod, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1 ) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice toENGINEER. b.by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and thenonperforming party does not commence correction of suchnonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) if this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specificationsor other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and otherdata storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document thework underway at the time of the CITY'S termination for convenience sothat the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approvalwill be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for theconvenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will bemade F. Indemnification City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 13 of 19 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINSTLIABILITY FOR ANY DAMAGE COMMITrED BY THE ENGINEER OR ENGINEER’SAGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICHTHE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE ISCAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONALTORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY ASUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITSREASONABLE ATrORNEY’S FEES IN PROPORTION TO THE ENGINEER’SLIABILITY G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, itsinterpretation and performance, and any other claims related to it. The venue for anylitigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceabilitywill not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F.,6.B., 6.D., 6.F., 6.H., and 6.1. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect thisAGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding orignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFYAND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS ANDEMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OFTHE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION,WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 14 of 19 DocuSign Envelope ID: 20B5AA69-59054D35-BF03-9108C70576C8 ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment EligibilityVerification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY withcopies of all 1-9 forms and supporting eligibility documentation for each employee whoperforms work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to performsuch services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THISPARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision byENGINEER L. Prohibition On Contracts With Companies Boycotting Israel ENGINEER acknowledges that in accordance with Chapter 2270 of the Texas Government Code, CITY is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the companythat it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of thecontract. The terms “boycott Israel” and “company” shall have the meanings ascribed tothose terms in Section 808.001 of the Texas Government Code. By signing thisAGREEMENT, ENGINEER certifies that ENGINEER’S signature provides writtenverification to the CITY that ENGINEER: (1) does not boycott Israel; and (2) willnot boycott Israel during the term of the AGREEMENT. Failure to meet or maintainthe requirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting withcompanies that do business with Iran, Sudan, or a foreign terrorist organization. Bysigning this AGREEMENT, ENGINEER certifies that ENGINEER’S signatureprovides written verification to the CITY that ENGINEER, pursuant to Chapter2252, is not ineligible to enter into this AGREEMENT and will not becomeineligible to receive payments under this AGREEMENT by doing business withIran, Sudan, or a foreign terrorIst organization . Failure to meet or maintain therequirements under this provision will be considered a material breach. N. Prohibition on Contracts with Companies Boycotting Certain EnergyCompanies Engineer acknowledges that in accordance with Chapter 2274 of the Texas City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 15 of 19 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 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 companythat it (1) does not boycott energy companies; and (2) will not boycott energycompanies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of theTexas Government Code. By signing this agreement, Engineer certifies thatEngineer’s signature provides written verification to the City that Engineer: (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 requirementsunder this provision will be considered a material breach. O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entitiesand Firearm Trade Associations Engineer acknowledges that in accordance with Chapter 2274 of the TexasGovernment Code, City is prohibited from entering into a contract with a company forgoods or services unless the contract contains written verification from the companythat it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate duringthe term of the contract against a firearm entity or firearm trade association. The terms“discriminate against a firearm entity or firearm trade association,” “firearm entity” and“firearm trade association” shall have the meanings ascribed to those terms in Chapter2274 of the Texas Government Code. By sIgning this agreement, Engineer certifiesthat Engineer’s signature provides written verification to the City that Engineer:(1) does not have a practice, policy, guidance, or directive that discriminatesagainst a firearm entity or firearm trade association; and (2) will not discriminateduring the term of the contract against a firearm entity or firearm tradeassociation. Failure to meet or maintain the requirements under this provision will beconsidered a material breach. P. Termination Right for Contracts with Companies Doing Business with CertainForeign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets therequirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned byor the majority of stock or other ownership interest of the company is held or controlledby 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, orother designated country, or (iii) is headquartered in China, Iran, North Korea, Russia,or other designated country. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18Page 16 of 19 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 Q. Certificate 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 contractunless the Contractor submits a disclosure of interested parties (Form 1295) to the Cityat the time the Engineer submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with theCommission. Engineer will be required to furnish a Certificate of Interest Parties before the contract isawarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 56. Log onto the State Ethics Commission Website at :https://www.ethics.state.tx.us/whatsnew/elf info form 1295.htm Register utilizing the tutorial provided by the StatePrint a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract.Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in thesubject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30thday after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. R. Prohibition Against Personal Interest in Contracts No officer, employee, independent consultant, or elected official of the City who isinvolved in the development, evaluation, or decision-making process of the performanceof any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in theCity Charter chapter 2 article XI(Ethics). Any willful violation of this section shallconstitute impropriety in office, and any officer or employee guilty thereof shall besubject to disciplinary action up to and including dismissal. Any violation of thisprovision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Engineer shall complete and submit the City’sConflict of Interest Questionnaire. S. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entireAGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 17 of 19 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and thesame instrument. The following attachments and schedules are hereby made a part ofthis AGREEMENT: Attachment A - Scope of Service, Compensation and Schedule These documents make up the AGREEMENT documents and what is called for by oneshall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shallbe resolved by giving precedence first to the written AGREEMENT then to theAGREEMENT documents in the order in which they are listed above. Duly executed by each party’s designated subscribed by the City Manager. representative to be effective on the date ATTEST: ROSWK)&,GIFY SECRETARY I Ra#4 RImBY: L–IHGMQ$E17H9g, ENGINEER L APPROVED AS TO LEGAL FORM: Scott Arno1 d Printed Name: CITY ATTORNEYMA ALArtLLLabADtDLBYVIce PresldentTitle: 817-335-6511 PHONE NUMBER Scott Arno1 d EMAIL ADDRESS THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligations andbusiness terms. 2022–929052 TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS Gary Packan DocuSigned by: SMA tjuq££9BY CITY MANAGERSARA;g SIGNATURE PRINTED NAME D1 rector of Parks and Recreatlon TITLE parks and Recreation DEPARTMENT City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/6/18 Page 18 of 19 DocuSign Envelope ID: 20B5AA69-5905JID35-BF03-9108C70576C8 ATTACHMENT A Kimley »>Horn Page 7 August 15, 2022 City of DentonChris Escoto, CPRP 601 East Hickory StreetDenton, TX 76205 Via Email: chris.escoto©!citvofdenton.com Re:City of Denton – Aquatics Master Plan Services Dear Mr. Escoto: Kimley-Horn and Associates, Inc. (“Kimley-Horn” or “Consultant”) is pleased to submit this letteragreement (the “Agreement”) to The City of Denton (“Client” or “City”) for providing an Aquatics MasterPlan Project Understanding The City intends to enter an Agreement with Kimley-Horn to provide a community driven needsassessment of the Aquatic operation culminating to an Aquatics Master Plan. Denton has three outdooraquatic facilities: the Water Works Park (WWP), Civic Center Pool (CCP), and the Carl Gene YoungSr. Sprayground. The City also shares the Denton Natatorium with the Denton Independent SchoolDistrict (DISD). Scope of Services Kimley-Horn will provide the services specifically set forth below. Task 1 Data Collection Prior to beginning this task, the City will furnish the Consultant any existing information on the siteincluding topographic surveys, geo-technical reports, as-built plans, data and maps from prior master plans, and plat with utility easements and locations shown. This task includes a one-day in-person visitfrom the Consultant and team members. The City will also provide the Consultant with existing fundingsources and operational data. 1.1 Initial Communication and Coordination Prior to and during this task the Consultant will finalize timelines with the City, set up communication protocol, hold a project kick-off meeting, and establish procedures for providing project status reportson a bi-monthly basis. 1.2 Facility Visit The Consultant will need to become familiar with the location, condition, and programming offered atall existing aquatic facilities (City of Denton, University of North Texas and Texas Women’s University).The basic approach to this task will consist of the following:A. Prior to visiting the pools – the City will provide the Consultant any existing information on 5301 Southwest Parkway, Building 2, Suite 100, Austin, TX 78735 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 ATTACHMENT A Kimley »>Horn Page 2 the pools including age, known condition issues, chemical usage, recent renovations,current operating costs, attendance, and revenue.The Consultant will visit the three outdoor aquatic facilities (WWP, CCP and Carl GeneYoung Sr. Sprayground) and perform a general evaluation of the condition of the facility.The facilities will be photographed and information about condition and operational issueswill be documented in the form of descriptive meeting notes. Overview comments will be developed and submitted regarding support spaces, parking,ADA compliance, and other site issues. The deliverable will consist of a one-to-two-page report for each location noting the type ofpool, program elements, systems, condition issues, and opinion of contribution of thefacility to the overall city-wide aquatic program . B. C. D. 1.3 Research and Compile Demographics The Consultant will conduct research and compile demographic information, including population, age distribution, income, weather analysis and economic considerations that could affect the future viability of the aquatic facilities. 1.4 Aquatic Area Providers Study The Consultant will study other area aquatic providers to better understand the aquatic services and facilities that are provided in the region and the fees that are being charged for those services. Thisinformation will also be used as a benchmark when comparing the services offered by the City’saquatic facilities as opposed to the similar area providers. 1.5 Meetings Meetings will include a one-day site visit from the Consultant and a follow up internet meeting to reviewand discuss findIngs with the City. The City’s project manager and aquatics manager will attendmeetings and site visits with the Consultant. Task 2 Goals, Objectives, Public Meetings 2.1 Community Workshops and Local Community Stakeholder Input The City will lead community workshops to analyze needs and determine objectives. The Consultant will provide the City with a presentation that will include images and/or video presentations with commentary on the existing pools and features of other aquatic centers that could be considered for this project; background information on historic and contemporary issues in the industry; and an open-forum question-and-answer session to discuss concerns and needs of those individuals and groups attending the meeting. The Consultant will coordinate with local community stakeholders including Denton ISD, University of North Texas Representatives and Texas Women's University to identify consistency and shared interest 5301 Southwest Parkway, Building 2, Suite 100, Austin, TX 78735 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 ATTACHMENT A Kimley »>Horn Page 3 A matrix of programming priorities will be developed and discussed to prioritize programming and facility features. The Consultant will use the results of the interviews and public workshop to develop a needs profile 2.2 SWOT Analysis The Consultant will meet with the City Staff and individuals involved in the project to complete a Strengths Weakness Opportunities and Threats (SWOT) analysis of existing amenities and programs. 2.3 Programming Based upon the findings, a program for the proposed aquatic facility modifications will be developedfrom the community meetings, City aquatic staff, facilitated focus groups, and interviews. Theprogram will reflect the desires submitted by these groups. 2.4 Meetings The Consultant will attend three (3) in-person City staff led public meetings and up to three (3) internetmeetings during this task. Task 3 Conceptual Designs and Prioritization 3.1 Conceptual Designs The Consultant will provide a generic conceptual plan of each aquatic facility identified through theneeds analysis and programming. The plan will illustrate ways to organize the spaces in a functionalarrangement and confirm that the facility footprint will contain the areas proposed in the designprogram. Concepts with varying space requirements will be identified along with budgetingconsiderations. Based on results of the meetings and programming sessions – conceptual plans willbe developed that could address: A. Spray grounds or splash pad additions. B. Swimming pool additions for competition, practice, leisure or therapeutic uses C. Waterslides, Spray/Play Features, Lazy Rivers D. Shade Structures E. General layouts of support areas (Locker Rooms, Meeting Room, Office Area and Pool Mechanical Areas) will be considered as part of the overall concept. Conceptual design of the support areas will not be included. 5301 Southwest Parkway, Building 2, Suite 100, Austin, TX 78735 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 ATTACHMENT A Kimley >)Horn Page 4 An Opinion of Probable Cost will be developed for the concept plan. Because the Consultant does not control the cost of labor, materials, equipment, or services furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions rendered as to costs, including but notlimited to opinions as to the costs of construction and materials, shall be made on the basis of its experience and represent its judgment as an experienced and qualified professional, familiar with the industry. The Consultant cannot and does not guarantee that proposals, bids, or actual costs will notvary from its opinions of cost. 3.2 Prioritization Plan Using the concept plans and Opinion of Probable Costs, the Consultant will discuss prioritizationplans for infrastructure and capital improvement projects with the City. Scenarios will offer solutionsregarding additions or modifications based on needs with the goal of providing the needed services ata more sustainable operations cost. 3.3 Meetings The Consultant will attend up to three (3) internet meetings during this task. Task 4 Economic and Operational Impact Study (Optional) 4.1 Economic Impact Study Based upon any final public and Client comments - the Consultant will finalize the analysis of the economic impact of the facilities to the Parks and Recreation Department. In this segment of the study the following will be researched, analyzed, and reported: A. Demographic research will be completed to appropriately evaluate the proposed facilities. Analysis will include population and age distribution, income, weather analysis, and local economic considerations that could affect the project’s viability. B. An opinion of probable expenses will be developed and it will include demands on labor, contract services, supplies, utilities, maintenance, and funds needed for future repair. C. An opinion of revenue will be developed. Market area demographics for population, age, and income will be analyzed to understand the economics of the region and the level of discretionary income that may be used for leisure and competitive aquatic activity. D Revenue projections will be derived from the likely market penetration, special user groups through creative programming, and the potential of income. The analysis will include a commentary on the influence of the tourism. This analysis will incorporate an opinion of attendance and offer recommendations of a competitive fee structure for all facilities. 5301 Parkway, Building 2, Suite 100, Austin, TX 78735 DocuSign Envelope ID: 20B5AA69-5905d4D35-BF03-9108C70576C8 ATTACHMENT A Kimley »>Horn Page 5 4.2 Operational Impact Based upon any final public and City comments - the Consultant will finalize the analysis of the operational impact of the facility to the Parks and Recreation Department. In this segment of the study the following will be researched, analyzed, and reported: A. A facility management outline will be completed that includes a facility operating schedule, facility capacity limits, organization chart, job descriptions, and a wage structure for all employees. B. Area aquatic user groups will be identified to determine organizations that will contribute to filling available capacity in the facility. C. A marketing program will be prepared to aid in creatively promoting the proposed projects once the project is completed. Task 5 Final Report & Presentation 5. 1 Finalize the Plans and Opinions of Probable Cost The Consultant will finalize the report and presentation for the master plan. 5.2 Deliverables Deliverables will consist of one (1) digital copy of the plan document and presentations. The master plan report will include professionally written text and graphic exhibits documenting methodology, implementation scenarios, meeting notes, program elements, final conceptual designs for eachproposed location, and opinions of probable cost. Services Not Included Any other services, including but not limited to the following, are not included in this Agreement: Franchise Utility Coordination Traffic Impact Studies or Signal DesignPreparation of Traffic control plans Revisions due to changes in regulations Construction Documents of any kindArchaeological Survey Off-Site Easement Descriptions, other than noted Detailed Labor/Materials Cost Estimates (As Prepared by an Estimating Service) Record Drawing Survey Wetlands Permitting / Delineation Environmental Impact Statement 5301 Southwest Parkway, Building 2. Suite 100, Austin, TX 78735 DocuSign Envelope ID: 20B5AA69-5905-4D35-BF03-9108C70576C8 ATTACHMENT A Kimley9Horn Page 6 3D Architectural Renderings and Computer Animations Specialty Audio/Visual or Food Service Consultant Services Operations and Training Consultation Information Provided By City We shall be entitled to rely on the completeness and accuracy of all information as requested in thescope of services above provided by the City or the City’s consultants or representatives. Schedule We will provide our services as expeditiously as practicable with the goal of meeting the followingschedule: Task 1-5 Data Collection, Goals, Objectives, Public Meetings, Concept Design and Prioritization, Final Report 4 Months Fee and Expenses Kimley-Horn will perform the services in Tasks 1-5 for the total lump sum fee below (inclusive ofexpenses). Task 1Task 2Task 3Task 4Task 5 Data Collection Goals, Objectives, Public Meetings Concept Design and PrioritizationEconomic and Operational Impact Study (Optional) Final Report $15,000$26,000 $26, 000 $ 5,000 $ 8,000 Total Lump Sum Fee (Tasks 1-5)$80,000 Lump sum fees will be invoiced monthly based upon the overall percentage of services performed.Payment will be due within 25 days of your receipt of the invoice and should include the invoice numberand Kimley-Horn project number. Very truly yours, Klh4LEY-HORN AND ASSOCIATES, INC. Z/P-I Austin PowersAssociate Brian J. Parker, P.ESenior Vice President 5301 Southwest Parkway, Building 2, Suite 100, Austin, TX 78735 DocuSign Envelope ID: 20B5AA69-5905'+D35-BF03-9108C70576C8 EREST QUESTIONNAIRE For vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after 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 Kimley Horn and Associates, Inc_ 2 n Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d Name of local government officer about whom the information in this section is being disclosed. n/a Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as cleaned by Section 176.00 1(1-a), Local Government CodeAttach additional pages to this Form CIQ as necessary. A Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?E ,”n ,„. B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity?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 officeror director, or holds an ownership of one percent or more? D.Describe each employment or business and family relationship with the local government officer named in this section 4 5 Ld 1 have no Conflict of Interest to disclose. q 1212022 Mr with the ltal entity Date DocuSign Envelope ID: 20B5AA69-59054D35-BF03-9108C70576C8 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.uU Does/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 ofthe 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 localgovernmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease ofgoods or services from aperson that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code q 176.003(a){2)(A) and {B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:(2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds 52,500 during the 12-month period preceding the date that the officer becomes aware that(i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the ven a)c (B) has given to the local government officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-month period preceding the date the officer becomes aware that:(i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and( 1 ) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member ofthe officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value 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 ofTicer of that local governmental entity. (a- 1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the localgovemmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3-1 deglee 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-of-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 (850.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars (8200,00) per a single fiscal year, Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1 ) year. 'orm provided by Texas Ethics Commission www. ethics.state. tx . us Revised 11/30/2015 [Xx;uSign Certificate Of Completion Envelope Id: 20B5AA6959054D35BF039108C70576C8 Subject: Please DocuSign: City Council Contract 7850-004 Status: Completed Source Envelope: Document Pages: 27 Signatures: 6 Initials: 1Certificate Pages: 6 AutoNav: Enabled Envelope Originator: Erica Garcia 901 B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.104 Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 9/2/2022 10:32:06 AM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 9/2/2022 11:14:14 AM Viewed: 9/2/2022 11:14:28 AM Signed: 9/2/2022 1 l:15:22 AM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 9/2/2022 11:15:24 AM Viewed: 9/2/2022 11:16:56 AM Signed: 9/2/2022 1 1:17:31 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) 'DocuSigned bV1 MartLLhMw .4B070831&4AA438 Sent: 9/2/2022 11:17:33 AM Viewed: 9/2/2022 11:18:19 AM Signed: 9/2/2022 11:19:20 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Scott Arnold Scott.arnold@kimley-horn.comVice President Kimley-Horn and Associates, Inc. Security Level: Email, Account Authentication(None) Sent: 9/2/2022 11:19:23 AM Viewed: 9/2/2022 11 :20:03 AM Signed: 9/2/2022 1 1:20:46 AM Signature Adoption: Uploaded Signature Image Using IP Address: 134.238.171.64 Electronic Record and Signature Disclosure:Accepted: 3/27/2020 10:55:11 AMID: alf38400-e5cc4b57-8548Jtdd7e031355d Signer Events Gary Packan Gary .Packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 9/2/2022 11 :20:49 AM Viewed: 9/2/2022 11 :21 :48 AM Signed: 9/2/2022 1 1 :22:14 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 9/2/2022 11 :21 :48 AMID: 646dc881-39af-44db-a865-9b042f2e5e2a Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 9/2/2022 1 1 :22:17 AM Viewed: 9/21/2022 7:14:16 AM Signed: 9/21/2022 7:14:41 AMUsing IP Address: 198.49.140.104 Sara Hensley sara.hensley@cityofclenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 9/21/2022 7:14:46 AM Viewed: 9/21/2022 7:38:32 AM Signed: 9/21/2022 7:38:48 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) 'DocuSigned by: I Ran R1% IC5CA8C5E 175493 Sent: 9/21/2022 7:38:53 AM Viewed: 9/21/2022 8:37:54 AM Signed: 9/21/2022 8:38:10 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 9/21/2022 8:37:54 AMID: 8de68f4c-763a4eb1 -b291-b146597fe602 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.corn Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 9/2/2022 1 1 :15:24 AM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 9/2/2022 11 :22:16 AM Viewed: 9/2/2022 11 :25:52 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 9/21/2022 8:38:14 AM Viewed: 9/21/2022 9:24:52 AM Chris Escoto Chris.Escoto@cityofdenton.com Park Planner City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 9/21/2022 8:38:17 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 9/2/2022 1 1:14:14 AM 9/21/2022 8:37:54 AM 9/21/2022 8:38:10 AM 9/21/2022 8:38:17 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Scott Arnold, Gary Packan, Rosa Rios ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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