Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
22-2200
ORDINANCE NO. 22-2200 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITHMAXAR INTELLIGENCE, INC., FOR WEATHER FORECASTING SERVICES ANDRENEWABLES FORECASTING SERVICES FOR DENTON MUNICIPAL ELECTRIC;PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 8024 – AWARDED TO MAXAR INTELLIGENCE, INC., IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $200,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for load forecasting services for Denton Municipal Electric; 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 ORDAINS: 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 8024 Maxar Intelligence, Inc.$200,000.00 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. The motion to approve this ordinance was made by Br,l_. B'_c L and secondedby J &ssc - D&,//'s . This ordinance was passed and approved by the following vote n - a: Aye ,/1LJ \/ IZ,/ 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: PASSED AND APPROVED thi, th, ISt d,y ,f Move4nb rf ' 2022. .#,fd4„1 ATTEST: ROSA RIOS, CITY SECRETARY At$111111f A APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Digitally signed by MarcellaLunn DN: cn=Marcella Lunn, o, \,INKb ::=::T,=, PiIT,=„@,it@ denton.com, c=USDate: 2022.10.10 09:28:15 -05'OO' _ \N,UfCtU\ DocuSign Envelope ID: 4679FAA8-69152IBCF-8139-F45C6CB585B4 DENTON Docusign City Council Transmittal Coversheet RFP 1 8024 File Name I WEATHER FORECASTING AND RENEWABLESFORECASTING CONTRACT Pu„h,singContact ch'i't; c h'1'tl;- City Council Target Date NOVEMBER 1 ’ 2022 Piggy Back Option Ye Contract Expiration Ordinance S NOVEMBER 1, 2025 22-2200 DocuSign Envelope ID: 4679FAA8-69154BCF-8139-F45C6CB585B4 CONTRACT BY AND BETWEENCITY OF DENTON, TEXAS AND MAXAR INTELLIGENCE, INC (CONTRACT 8024) THIS CONTRACT is made and entered into this date 11/01/2022 , by and between MAXAR INTELLIGENCE, INC. a Delaware corporation, whose address is 2901 VIA FORTUNATA, BUILDING 6, SUITE 200, AUSTIN, TEXAS 78746 hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the cov6nants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City’s documentRFP 8024 – FORECASTING SERVICES – WEATHER FORECASTING SERVICES AND RENEWABLES FORECASTING SERVICES a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated hQrein by reference: (a)(b) (C) (d) (e)(f) (g) Special Terms and ConditiQns (Exhibit “A”); Contractor’s Proposal WeatherDesk End User License Terms (Exhibit "B");City of Denton’s RFP 8024 (Exhibit “C” on File at the Office of the PurchasingAgent); City of Denton Standard Terms and Conditions (Exhibit “D”); Insurance Requirements (Exhibit “E”); Certificate of Interested Parties Electronic Filing (Exhibit "Ftt); Form CIQ – Conflict of Interest Questionnaire (Exhibit 11G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistepcy or conflict shall be resolved by giving precedence first to the written agreement then tO the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycottirig Israel Contractor acknOwledges that in accordance with Chapter 2271 of the Texag Government Code, City is ptohibited from entering into a contract wjth a company for g6ods or services unless the contract contains a written verifica jion 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 maintainthe requirements under this provision will be considereda material breach. Contract # 8024 DocuSign Envelope ID: 4679FAA8-691WIBCF4139-F45C6CB585B4 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 conuact 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 certifies that Contractor’s signature provides written verification tothe 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 thisprovision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm TradeAssociations 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 themeanings 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 $rearm entity or Prearm trade association. Failure to meet or maintain the requirements underthis provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texqs Government Code restricts CITY from contracting with companiesthat do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certipes 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 considereda material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-OwnedCompanies The City of Denton may terminate this Contract irhmediately 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 intet6st 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) isheadquartered in China, Iran, North Korea, Russia, or other designafed country The parties agree to transact business plectronically. Any statutory requirements that certain t6rms 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. Contract # 8024 DocuSign Envelope ID: 4679FAA8-6915JIBCF-8139-F45C6CB585B4 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ;k}IGENCE, INC.>1 BY imKW ms CITY 0 IN, TEXAS BY S IY, CITY MANAGER Ptlnted Name. Andrew cana1 es Title. vp, Americas Commercia1 sales ATTEST: ROSA RIOS, CITY SECRETARY13036844561 PHONE NUMBER ’DocuSlgned by: BY: 1 RHARi%5lega1 contracts@maxar . com EMAIL ADDRESS APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY2022–942170 TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand busiaess terms. Antonlo Puente PRINTED NAME E1 ect ri c TITLE E1 ect ric DEPARTMENT Jb : Contract # 8024 DocuSign Envelope ID: 4679FAA8-691NIBCF-8139-F45C6CB585B4 Exhibit A Special Terms and Conditions 1. Total Contract Amount Fhe contract total for services shall not exceed $200,000, subject to Sections 2 and 4 below. Pricing shall be per Exhibit Ilttached for the WEATHER FORECASTING SERVICES AND RENEWABLES FORECASTING SERVICES. The Cib ;hall pay the Supplier a total sum of $129,600 for the services and the deliverables for the initial three (3) year term, whicl ;hall be payable in three (3) equal installments of $43,200 each at the beginning of each contract year during such initia hree (3) year term. i. The Quantities Fhe quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right t( ncrease or decrease the quantities to meet its actual needs, subject to adjustments in the bid price in the event of quantiq ncreases. Individual purchase orders will be issued on an as needed basis. }. Contract Terms Fhe contract term will be three (3) years, effective from date of award. Fhe Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew eacl /ear, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing t( he Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton he Contract may be further extended as needed, not to exceed a total of six (6) months. I. Price Escalation and De-escalation )n Supplier’s request in the form stated herein, the City will implement an escalation/de-escalation price adjustment mnually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, 3ureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalatior vill not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price h'ill be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the nanufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/- 1%, hen the stated eligible bid prices shall be adjusted in accordance with the percent change not tp exceed the 8% limit per rear. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for;onsideration. lequest must be submitted in Writing with supporting evidence for need of such increase to the -Purchasing Manager at east 60 days prior to contract expiratio-n of each year. Respondent must also provide supporting documentation as ustification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Jpon receipt of such request, the City of Denton reserves the right to either: accept the 6scalatiOr} a$ cohrpetitive with the ;eneral market price at the time, and become effective upon the renewal date of the contract award or reject the increases vithin 30 calendar days after receipt_ of a properly submitted request. If a properly submitted_ increase is rejected, the :ontract # 8024 q + = V 0 : DocuSign Envelope ID: 4679FAA8-69152IBC;F-8139-F45C6CB585B4 :ontractor may request cancellation of such items from the Contract by giving the City of Denton written notice. :ancellation will not go into effect for 15 calendar days after a determinatiQn has been issued. Pre-price increase prices nust be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. rhe request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. rhe City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. :ontract # 8024 DocuSign Envelope ID: 4679FAA&6915zIBCF-8139-F45C6CB585B4 Exhibit BEND USER LICENSE TERMSWEATHERDESK /ersion 05-25-2021 Fhese WeatherDesk license terms (the “License Terms”) are entered into by Maxar Technologies Inc. (“Maxar”) and Customer and contain the gener:erms relating to Customer's access to and use of the Product, whether licensed from an Affiliate of Maxar or from a Certified Reseller of Maxar. ThIipplicable Customer Agreement sets forth the terms pursuant to which Customer purchased its use of the Product. 3y signing or otherwise indicating acceptance of a Customer Agreement or downloading, accessing or using any Product licensed under alWeatherDesk License,” you, on behalf of Customer, are accepting and agreeing to be bound by these License Terms. If you are entering into thesl_icense Terms on behalf of a company, other legal entity or government agency, you represent that you have the authority to bind that entity to thIerms and conditions of these License Terms. Capitalized terms used in these License Terms are defined in Section 14 of these License Terms PRODUCT. During the Term, Maxar will provide Customer the Product in accordance with the parameters set forth in the Customer Agreement and/or Product Specification. LICENSE GRANT. )1 GRANT OF LICENSE. Subject to Customer’s compliance with these License Terms and the applicable Customer Agreement, includingpayment of all applicable fees, Maxar grants to Customer a non-exclusive, non-transferable, limited fee-based license to allow its Authorize( Users to access the Product during the Term solely for Customer’s Internal Use as follows: (a) access and use the Maxar Platform; and (b) access, analyze, download, use, and make Derivatives of, the Content. >2 OTHER CONTENT. Content may include Third Party Content that is subject to Third Party license terms, as described in the Product Specification. Notwithstanding anything to the contrary in these License Terms, if Customer's subscription includes access to Third PartyContent, Customer understands and agrees that use of such Third Party Content is subject to the applicable Third Party Terms identified inthe Product Specification, or provided by Maxar upon request. If there is any inconsistency between these License Terms and the terms -an(conditions of the applicable Third Party Terms, the Third Party Terms win apply to that Third Party Content. >3 AUTHORIZED USERS. Customer will ensure that each Authorized User complies with these License Terms. Customer is responsible andliable for-all acts and omissions of Authorized Users relating to the Product, including any violation of these License Terms. A breach ofthese License Terms by an Authorized User is deemed to be a breach by Customer. ).PRODUCT CHANGES. During the Term, Maxar reserves the right to revise the Product Specification to reflect changes in, among otherthings, laws, rules, regulations, technology, industry practice, Product usage, and the availability of Third Party Content. Updates to theProduct and Product Specification under this Section will not materially decrease the overall functionality of the Product during the InitialTerm set forth in the Customer Agreement. Customer is responsible for all Internet, communication, hardware and other costs associatedwith its Authorized Users’ access to and use of the Product. New or revised Content and/orTools that are made available to Customer as a part of its existing subscription may be subject to different use rights and restrictions. Customer understands and agrdes that these revised terms will be communicated to Customer via email or posting in the Product or on the Maxar Platform and are effective upon this notice. New or revised Content and/or Tools that arQ made available to Customer at Customer's request may require Customer to affirmativelyagree to new or revised terms and conditions in the form of an amendment to these License Terms or a new agreement. }.TERM. 1.1 1.2 ). TERM. Intentionally Deleted.LICENSE TERM. Intentionally Deleted. RESTRICTIONS. ).1 DELIVERY. Unless otherwise set forth in the Customer Agreement or Product Specification, Products are made available to Customer antits Authorized Users online via a Maxar Platform. In most cases, Customer’saccount will be activatdd and operable by Customer on the Star Date. The Product is deemed-to be delivered when Customer has been provided credentials to access the applicable Maxar Platform ant Maxar sends an email notifying Customer that either (i) the subseription has been activated, or (ii) for non-subscription Products, the Prqduct:are ready for download. Customer has thirty (30) days to access and download non-subscription Products. Maxar will cooperate with Custometo ensure that the Product is accdssible and downloadable. (a) Authorized Access. Authoriz6d Users will access the Maxar Platform via the Internet by means df a specific account and password:provided by Maxar. Customer is solely responsible for the confidentiality, security and use of its passwords and account. Maxar will havlthe right to rely upon any information received from any person using a password or other security measures assigned to Customer ant :ontract # 8024 DocuSign Envelope ID: 4679FAA8-6915zIBCF-8139-F45C6CB585B4 will incur no liability for this reliance. (b) Restrictions on Use. Customer is responsible for Authorized Users’ access and use of the Maxar Platform and compliance with thestLicense Terms. Customer will use commercially reasonable efforts to prevent unauthorized access to and use of the Maxar Platform ant will notify Maxar promptly of any unauthorized use of which it is aware. (C)Disabling Devices. Customer will use commercially reasonable efforts, including using a Virus detection/scanning program, in order tc remove any Disabling Devices from its systems that may be transmitted to or otherwise present any harm to Maxar’s systems. If Customedetermines that a Disabling Device has been transmitted to the systems or computers of Maxar, Customer will notify Maxar promptly cthe transmission and the nature of the Virus or other device. Maxar may disable Customer’s access to the Maxar Platform and othe Maxar computing systems and/or networks to protect Maxar’s computing systems and/or networks from a Disabling Device or if Customebreaches any of the security measures established by Maxar, including access or attempted access to the Maxar Platform by an: unauthorized person. Maxar will notify Customer if it disables Customer’s access as soon as reasonably possible thereafter, (d) Anonymous Data. Maxar may collect and use Anonymous Information and disclose it internally and to its third party service providers, tt support and improve Maxar’s operations, offerings, products, and services. Maxar may also use Anonymous Data for product marketingresearch and development activities. Customer understands and agrees that Maxar owns all Anonymous Information and Maxar is no restricted from using or disclosing such Anonymous Data in any way. i.2 USE RESTRICTIONS. Customer recognizes and agrees that the Product is the property of Maxar and contains valuable assets antproprietary information of Maxar and its suppliers, as applicable. Accordingly, except as expressly permitted in these License Terms, Customewill not, and will not permit any Authorized User to (i) distribute, sublicense, transfer, assign, rent, sell, lease, loan, make publicly availablepublish or otherwise convey access to or use of the Product or Derivatives to anyone other than Authorized Users; or (ii) use the Product oDerivatives for the business needs of any Third Party, including without limitation, providing any services to any Third Parties. In addition, Customer will not, and will not permit any Authorized User to: (a) Use the Product, Content, or Derivatives to improve the accuracy of any other satellite imagery via algorithmic processing or any othermethod (b) Remove, bypass or circumvent any electronic or other forms of protection included on or with the Product; (c) Alter, obscure or remove any copyright notice, copyright management information or proprietarylegend contained in or on the Product; (d) Modify or use the Product, Content, Derivatives, or the Maxar Platform in any manner that infringes upon the Intellectual Property Rights of another entity, or violates any applicable laws; (e) Reverse engineer, disassemble, decompile or otherwise attempt to derive the algorithms, source code, databases or data structuresupon which the Product or Maxar Platform is based to the extent this restriction is permitted by law; (D Use the Product or Maxar Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material; (g) Interfere with the operation of the Product or Maxar Platform or attempt to access data or computing resources not belonging to orintended for Customer; (h) Use the Product, Content, or Derivatives for any activities where the use or failure of the Product could lead to death, injury, or propertyor environmental damage; or (i) Otherwise use or access the Product, Content, Downloaded Content, or Derivatives for any purpose not expressly permitted underthese License Terms, including, without limitation, for Commercial Purposes. i.3 NO SCRAPING. Customer is expressly prohibited from scraping or download Content in bulk, except to the extent permitted in the ProducSpecification. High frequency scripted access to the Maxar Platform is expressly prohibited. If Customer's account generates a high volumtof transactions, Maxar reserves the right to set transaction limits. Maxar also resdrves the right to set other usage policies in the Produc Specification . ).OWNERSHIP. 3.1 PRODUCT, CONTENT AND DERIVATIVES. (a) Maxar. All right, title and interest in and to the Product (including all Content,Tools, and the Maxar Platform), and all corrections,enhancements, or other modifications made to the Product by Maxar or any Third Party at Maxar’s direction, and all Intellectual Propert9Rights therein are the sole and exclusive property of Maxar or its Affiliat4s or suppliers, as applicable. (b) Customer. All right, title and interest, including all Intellectual Property Rights, in and to enhancements or modifications made byCustomer in the creation of a Derivative and any new material contributed by Customer in the creation of a Derivative, but specifically =ontract # 8024 DocuSign Envelope ID: 4679FAA8-69154BCF-8139-F45C6CB585B4 excluding preexisting materials or Intellectual Property owned by Maxar, its Affiliates, or its suppliers, as applicable (including, without limitation, Content that is integrated, referenced, recast, transformed or adapted in the Derivative), are the exclusive property ofCustomer. However, notwithstanding the ownership rights of Customer in the enhancements, modifications and contributed materials,use of a Derivative by Customer is subject to the license and use restrictions set forth in these License Terms. All rights not expressly granted to Customer in these License Terms are reserved by Maxar. i.2 FEEDBACK. Customer may provide suggestions and comments regarding usability, bug reports, test reports or other feedback (collectively"Feedback"), regarding the Product. Customer agrees that: (i) Maxar may freely use, disclose, reproduce, license, distribute and otherwislcommercialize improvements resulting from the Feedback in any Maxar product, technology or service; and (ii) Customer obtains ru Intellectual Property Rights in any improvements to the Product or other products, technology, or services resulting from the Feedback anchereby expressly waives any such claims. ATTRIBUTION. Customer will not delete, alter, cover or distort any copyright, trademark or other proprietary rights notice placed on or in thiProduct and will ensure that all notices are reproduced on all copies. All Downloaded Content and Derivatives include the following copyrighnotice on or adjacent to the Downloaded Content or Derivative: [Product] © [YEAR] Maxar Technologies. Certain Third Party Content may bl subject to additional attribution requirements, as set forth in the Product Specification. Except as required in this Section 7, Customer may ncuse the trademarks, service marks, trade name, domain name or other source identifiers of Maxar, or its Affiliates or suppliers, without thIexpress written consent of Maxar. i.CERTIFICATION AND AUDIT. Upon Maxar’s written request, and not more than once per calendar year, Customer will certify its complianctwith the Customer Agreement and these License Terms. Upon 30 days written notice and no more than once every twelve (12) months, Maxamay audit Customer's compliance with the Customer Agreement and these License Terms. Customer will cooperate with Maxar’s audit antprovide reasonable assistance and access to information and records. Audits will not unreasonably interfere with Customer’s normal busines: operations and will be subject to reasonable confidentiality requirements. If an audit results in a finding of non-compliance, Maxar may, at it:discretion: (a) invoice any additional Fees due with interest as set forth herein and recover the cost of the audit if additional Fees exceed fivtpercent (5%) of the Fees paid during the audit period; and (b) terminate these License Terms in accordance with Section 12 of these Licens€Terms. Customer must pay the invoices issued under this Section within 30 days following the date of invoice. ).INDEMNIFICATION BY MAXAR. Maxar’s obligations to indemnify, defend and hold Customer harmless for claims of intellectual properEinfringement pursuant to the Contract shall be limited to claims related to Customer’s use of the Product as delivered by Maxar to Customer Maxar shall not have any liability or responsibility to indemnify, defend or hold Customer harmless for any such claims arising out of Customer’:violation of these License Terms or the Contract. 10. 10.1 LIMITED WARRANTY AND DISCLAIMER. LIMITED WARRANTY. Maxar warrants that the Product ordered will materially comply with the Customer Agreement and/or ProducSpecification, as applicable. Maxar’s sole obligation and Customer’s exclusive remedy for a breach of this warranty is for Maxar, at its optiol and expense, to: (i) repair or replace the non-conforming Product; or (ii) terminate the applicable license and refund all Fees paid by Customefor the non-compliant Product. This limited warranty is void if any non-conformity has resulted from any accident, abuse, misuse, misapplicatiolor modification of or to the Product by anyone other than Maxar or any breach by Customer of the Customer Agreement, including thesfLicense Terms. For a subscription Product, any claim under this warranty must be made within thirty (30) days following Customer's initiadiscovery of the non-conformity. For a non-subscription Product, any claim under this warranty must be made within thirty (30) days followin! delivery of the non-conforming Product. 10.2 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY WARRANTED IN THIS SECTION 10, THE PRODUCT IS PROVIDED “AS ISWITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATIONWARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE. TITLE. NON-INFRINGEMENT OR NONMISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE. QUIET ENJOYMENTACCURACY OF INFORMATION, CONTE iT OR RESULTS, OR CONDITIONS ARISING UNDER ANY OThER LEGAL REQUIREMENTNEITHER MAXAR NOR ITS AFFILIATES OR SUPPLIERS WARRANT THAT THE PRODUCT WILL BE ACCURATE. CURRENT OFCOMPLETE, THAT THE PRODUCT WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS OR THAT THE OPERATION OF THEPRODUCT WILL BE ERROR FREE OR UNINTERRUPTED. FURTHER, SPATIAL, SPECTRAL AND TEMPORAL ACCURACY IS NO-GUARANTEED 1.LIMITATION OF LIABILITY. IN NO EVENT WILL MAXAR, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIALINDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OFDAMAGE TO DATA, INACCURACY OF DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMEN-OF OTHER ASSETS ORLOSg OF GOOD WILL, WHETHER OR NOT FORESEEABLE AND wHETHER OR NOT A PARTY HAS BEEFADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OFTHESE LICENSE TERMS OR ANY LIMITED REMEDY HEREUNDER. IN NO EVENT WILL THE tOTAL LIABILITY' OF MAXAR, ITEAFFILIATES AND ITS SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT EXCEED THE FEES PAlmCUSTOMER FOR THE PRODUCT GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OFWHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING WITHOUT LIMITATION. BREACH OF CONTRACT. BREACH OF WARRANTY, INDEMNIFICATION. NEGLIGENCE. STRIC-LIABILITY, MISREPRESENTATION AND OTHER TORTS AND STATUTORY CLAIMS. THE FOREGOING DISCLAIMER WILL NOT APPL)TO THE EXTENT PROHIBITED BY LAW. :ontract # 8024 =IIiI;££i££li hII:+:IT.:' I DocuSign Envelope ID: 4679FAA8-69152IBCF-8139-F45C6CB585B4 12.TERMINATION. These License Terms will remain in effect with respect to the subscription Products for the Term set forth in Section 4.1 ant with respect to the Downloaded Content and non-subscription Products as set forth in Section 4.2, unless in either case, the Term is earlieterminated in accordance with this Section 12. 12.1 BY MAXAR. In addition to those termination rights set forth in Section 10 of these License Terms, Maxar may immediately terminate thtlicense rights, and any associated subscription Term, upon written notice to Customer if Customer (a) breaches Sections 2, 5, 6, 7, 9, 13.613.7, or 13.8 of these License Terms; or (b) materially breaches any other provision of these License Terms or the Customer Agreement ant fails to cure the breach within thirty (30) days after receiving written notice. In addition, Maxar reserves the right to suspend Customer’s acces:to the Product or terminate these License Terms, effective immediately upon written notice, if Customer fails to pay any portion of the Fee: when due within ten (10) days after receiving written notice from Maxar that payment is past due. Maxar may also suspend Customer’s acces:to the Product if Customer’s usage exceeds the usage limits set forth in the Order Confirmation or Product Specification. Fees will continu€to accrue during any suspension. 12.2 BY CUSTOMER. Customer may terminate the Product license and any associated subscription Term at any time by (a) stopping use of thI Product; (b) permanently deleting any Downloaded Content and Derivatives thereof from all devices and systems and destroying any copie:on disk; and (c) certifying to Maxar in writing that it and its Authorized Users have ceased all use of the Product and that all copies of ProductsDownloaded Content and Derivatives have been deleted or destroyed; however, Customer is still responsible for paying all license fees iI full.. In the event the Contract spans multiple fiscal years, Customer’s continuing performance under the Contract is contingent upon thtappropriation of funds to fulfill the requirements of the Contract by the City Council of the City of Denton. If the City Council of the City o Denton fails to appropriate or allot the necessary funds, Customer shall issue written notice to Maxar that Customer may terminate the Contrac without penalty, further duty, or obligation. 2.3 EFFECT OF TERMINATION. Upon termination or expiration of these License Terms, Customer will immediately stop all use of thcsubscription Product, Content, and Derivatives thereof, and will cause its Authorized Users to do the same. The expiration or termination othese License Terms does not relieve either party of any obligations that have accrued on or before the effective date of the termination oexpiration. However, Customer may continue to use any Downloaded Content or non-subscription ProduQt licensed on a perpetual basis iIaccordance with these License Terms. 12.4 13. 13.1 SURVIVAL. The duties and obligations of the parties under Sections 2.3, 4.2, 5.2, 6, 7, 8, 9, 10, 11, 12.3, 12.4 and 13 of these License Term: will survive expiration or termination of these License Terms. GENERAL TERMS. ENTIRE AGREEMENT. These License Terms, together with the Customer Agreement, constitute the entire agreement between the partie: with respect to use of the Product and supersede all previous and contemporaneous agreements, understandings and arrangements, whetheoral or written. 3.2 ASSIGNMENT. Customer may not transfer or assign any of its rights or delegate any of its obligations under these License Terms, in whol€ or in part and including any transfers by operation of law, without the prior written consent of Maxar. Any attempted assignment or transfer iIviolation of this Section will be null and void. These License Terms will be binding orr and inure to the benefit of the parties and their respectivtpermitted successors and assigns. 13.3 13.4 AMENDMENT. Except as set forth in Section 3 of these License Terms, these License Terms may be amended or supplemented only by : writing that refers to these License Terms and is signed by both parties. WAIVER. The failure or delay by a party to require performance of any provision of these License Terms does not constitute a waiver. Awaivers must be in writing and signed by the party granting the waiver. The waiver by a party of any of its rights or remedies in a particulainstance will not be construed as a waiver of the same or a different right or remedy in a subsequent instance. 3.5 SEVERABILITY. If any provision of these License Terms is invalid, illegal or unenforceable, that provision will be deemed to be restated stthat it is enforceable to the maximum extent permissible under lawand is consistent with the original intent and economicterms of the jnvalit provISIon 3.6 COMPLIANCE WITH LAWS. Customer is responsible for its own compliance with laws, regulations and other legal requirements applicabllto the conduct of its business and these License Terms, and agrees to comply with aN these laws, regulations and other legal requirement: including, without limitation, the Foreign Corrupt Practices Act of the United States of America and the Convention pn Combating Bribery cForeign Government Officials. 13.7 INTERNATIONAL TRADE COMPLIANCE. The Product is subject to the customs and export control laws and regulations of the United States Canada and any country in which the Product is manufactured, received or used, including, without limitation, the Export AdministratiolRegulations and the International Traffic in Arms Regulations. Customer will comply with these laws, regulations and rules in the performanct of its 6bljgations under these License Terms. Further, Customer will not -provide theProduct to blocked, prohibited or restricted individualand entities as required by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”), including, without limitation, the DQniec Persons List, Unverified List and Entity List. Customer will not knowingjy do business with criminal organizations, terrorist organizations o other people or groups, either directly or indirectly, that are likely to use the Product for purposes that are illegal or adverse to the interests o the United States Government or Maxar generally. Customer will provide Maxar any additional information that Maxar may request periodicall=to verify Customer’s compliance with these License Terms. :ontract # 8024 DocuSign Envelope ID: 4679FAA8-691HIBCF-8139-F45C6CB585B4 13.8 DATA PROTECTION. If Customer’s use of the Product will involve the Processing of Personal Data, Customer will comply at all times witt applicable laws, regulations and other legal requirements. Customer will ensure that it has in place a privacy policy that provides transparencommunication of the Processing activities and the rights of Data Subjects. Additionally, Customer will employ adequate technical anc organizational security measures to protect Personal Data against a personal data breach. 3.9 GOVERNING LAW AND DISPUTE RESOLUTION. All matters and disputes arising out of or in connection with this License Agreement wibe governed by and construed under the laws and using the method of dispute resolution indicated below, based upon where Customer i:domiciled If Customer isdomiciled in:The governinglaw is:Any suit, action or proceeding arising out of or relating to these License Terms must be: United States of Texas and America, Canada, controlling United Instituted in Denton County Texas and the United States District Court for the Eastern District of Texasor Mexico States federal law Finally settled under the Rules of Arbitration of the International Chamber of Commerce by arbitrator(s)Laws of England & appointed in accordance with those Rules. The place of arbitration shall be New York, New York, and anyWales and all awards and other decisions shall be deemed to have been made there, without prejudice to the right of the arbitral tribunal to hold hearings, meetings, or sessions any place it deems appropriate. Any other country Each party irrevocably submits to the exclusive jurisdiction of the applicable court set forth above. However, each party will have the right aany time to seek a temporary or permanent injunction or other equitable remedy or relief in any court having subject matter jurisdictiol anywhere in the world. With respect to arbitration, there will be one arbitrator and the language of arbitration will be English. The party oparties prevailing in any legal actions, arbitration or other proceeding relating to this License Agreement, whether in arbitration, at trial or upol appeal, will be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which imay be entitled. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to thi:License Agreement. 13.10 NOTICES. All notices of termination or breach must be in writing in English and addressed to the other party’s legal department. Notice atermination by Customer and routine correspondence should be sent to weatherdesk@2maxar.com. The email address for legal notices to bI sent tO Maxar iS legalservices@maxar.com. Noticeis treated as given upon receipt, as verified by written or automated receipt or electronillog, as applicable. 13.11 CONTROLLING LANGUAGE. These License Terms are drafted in the English language only. English will be the controlling language in arespects, and all versions of these License Terms in any other language are for accommodation only and will not be binding on the parties. 14. DEFINITIONS. Affiliate" means any legal entity controlling, controlled by or under common control with a party, where “control” means (a) the ownership of at leasifty percent (50%) of the equity or beneficial interest of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governin!)ody of the entity; or (c) the power to direct or cause the direction of the management and policies of such party by any means. Anonymous Information" means usage statistics about device and use of the Product that does not specifically identify a customer or individu:\uthorized User, such as aggregated and analytics information about use of the Product. For the avoidance of doubt, Anonymous Information doe:lot include Personal Data. Authorized User" means an employee or Contractor who is authorized by Customer to use the Product on behalf of Customer. Certified Reseller" means a reseller authorized by Maxar to resell licenses to use the Product. Commercial Purpose" means redistribution, retransmission or publication in exchange for a fee or other consideration, which may include, withou imitation: (a) advertising; (b) use in marketing and promotional materials and services on behalf of a Qustomer, client, employer, employee or fo;ustomer’s benefit; (c) use in any materials or servicesf or sale or for which fees or charges are paid or received; and (d)use in any books, new:)ublication or journal. Content" means all information, reports, imagery, and data, including Third Party Content and Information Products, licensed or made available b'aaxar in any form, or included in or made accessible via the Product. Contract Year" means that 12-month period beginning on the Start Date and each subsequent 12-month pdriod, or portion thereof if the subscriptiols terminated in accordance with Article 12. :ontract # 8024 DocuSign Envelope ID: 4679FAA8-69152IBCF-8139-F45C6CB585B4 Contractor" means an individual contracted by Customer, either directly or through a consulting company or other entity, to provide services on beha)f or for the benefit of Customer. Customer Agreement" means (a) with respect to a Customer that purchases a license to use the Product from Maxar or an Affiliate of Maxar, thalgreement consisting of the applicable Order Confirmation, these License Terms, and any Supplemental Order Confirmation that references the Orde ;onfirmation; and (b) with respect to a Customer that purchases a license to use the Product from a Certified Reseller, that agreement between thI;ertified Reseller and Customer pursuant to which Customer receives a license to the Product. Customer Content" means shapefiles, KML files, software, applications, tools, algorithms, models, methods or other data owned or controlled b:;ustomer and used or stored by Customer in the Product. Customer" means that individual, legal entity or government agency that has purchased a license to use the Product either directly from Maxar orom a Certified Reseller. Data Subject" means an identifiable natural person. Derivative" means any addition, improvement, update, modification, transformation, adaptation or derivative work of or to Content, including, withouimitation, reformatting of Content into a different format or media from which it is delivered to Customer; any addition or extraction of data, informatiot )r other content to or from Content; or any copy or reproduction of Content. Maxar Platform" means a technology platform provided by Maxar, including the computer hardware, software, Tools, and all other resources, upolvhich applications, processes or other technologies can be hosted and/or developed, used by Maxar to make Product available to, and usable by;ustomer via the Internet, Disabling Device" means any computer software, code or device, including any Virus, intended for or capable of disrupting, disabling, damagingJestroying or otherwise harming or impeding in any manner the operation of, or providing unauthorized access to, a Product, Content, or a Maxa:’latform Downloaded Content" means any Content downloaded or extracted from a Maxar Platform by the Customer or Third Party using Customer’s accounredentials Information Products" means extracted data layers, shapefiles, vectors, summary, analysis or other report, dataset or other information that ma:nclude excerpts of satellite imagery or aerial photography, and which may be made available via the Product. Intellectual Property Rights" means all past, present, and future trade secret rights, patent rights, copyrights, moral rights, contract rights, trademaHights, service marks, and other proprietary rights in any jurisdiction, including those rights in inventions, software, domain names, know-how echnology, methods, processes, information and technology, Internal Use" means use solely for the internal business purposes of Customer subjdct to those restrictions set forth in Section 5 of these Licensl Ferms, and not for any Commercial Purpose. License Terms" has the meaning set forth in the Preamble. Order Confirmation" means that agreement or other document prepared by Maxar that sets forth the Product(s) Maxar offers to license to CustomeInd the related terms and that is presented to Customer for acceptance. A quotation that includes an estimated fee is not an Order Confirmation. Personal Data" means any information that directly or indirectly identifies a Data Subject, such as a name, an identification number, location data, al )nline identifier or one or more factors specific to the physical, physiologic?I, genetic, mental, economic, cultural or social identity of that natural person Processing" means any operation that is performed on Personal Data, whether or not by automated means, such as collection, storage, alterationlse, dissemination or destruction. Product Level" means a specific combination of Content, tools, and/or features, as described more fully in the Product Specification, and af lesighatedin the Customer Agreement. Product Specification" means with respect to the Product and each type of Content, the description and specification published by Maxar ant lvailable upon request. Producf' means any of the WeatherDesk products, including all Content and Tools, as descfibed in the applicable Customer Agreement :ontract # 8024 DocuSign Envelope ID: 4679FAA8-6915zIBCF-8139-F45C6(;B585B4 Start Date" means the date that Maxar delivers access credentials to Customer or Certified Reseller, whichever is first. Supplemental Order Confirmation" means that agreement or other document prepared by Maxar and accepted by Customer that supplements o nodifies the Customer's existing subscription to the Product, and which references the original Order Confirmation associated with that subscription. Term" means that period of time during which Customer has valid access credentials to use the Product, as set forth on the Customer Agreement o I Supplemental Order Confirmation. The period of time that Customer is entitled to use non-subscription Products, Downloaded Content and Derivative:hereof may be different, as set forth in Section 4.2 of these License Terms. Third Party Content" means any content, software or other data that is owned by a Third Party and not owned by Maxar or its Affiliates. Third Party Terms'’ means those terms and conditions that apply to the use of Third Party Content. Third Party" means any individual, corporation, limited liability company, partnership, other organization or government agency that is not a party Uhese License Terms and is not an Affiliate of Maxar. Tools" means all software, applications, APIs, tools, algorithms and other support resources made available by Maxar on the Maxar Platform oncluded in the Product. Virus" means any computer instructions, devices or techniques that can or were designed to threaten, infect, assault, defraud, disrupt, damage lisable, alter, inhibit or maliciously shut down software and/or a computing environment. FEND OF WEATHERDESK LICENSE TERMSI :ontract # 8024 On n ' # DocuSign Envelope ID: 4679FAA8-69154BCF-8139-F45C6CB585B4 Exhibit D Standard Purchase Terms and Conditions rhese standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirement: ncluded in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafte efened to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviation:nust be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms an( :onditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein :f there is a conflict between the provisions on the face of the contract/purchase order these written provisions will tak€)recedence rhe Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are dIll) loted and hIlly negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply onI: o a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services t( )e performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fblly and timely provide all deliverables described in thI Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract anc Ill applicable Federal, State, and local laws, rules, and regulations. !. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the dat€ he contract is signed by the City, and shall continue in effect until all obligations are performed in accordance witht hc:ontract ;. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance witl good commercial practice and shall include a packing list showing the description of each item, the quantity and unit pric€ mless otherwise provided in the Specificationg or Supplemental Terms and Conditions, each shipping container shall bc }learly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchas€ )rddr or purchase release number and the priCe agreement humber if applicable, (c) Container number and total number o ;ontainers, e.g. box 1 of 4 boxes, add (d) the nuniber of the container bearing the packing list. The Contractor shall bear cos )f packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all th€ equirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusiv€ )n shipments not accompanied by packing lists. I. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables unde eservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actuall: eceives and accepts the deliverables. 5. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of deliveq mlessotherwise specified in the Supplemental Terms and Coaditi9ns. Unless otherwise stated in the Offer, the Contraetof’I )rice shall be deemed to include all delivery and transportation charges. The City shall have the right to designate wha nethod of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order 1. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but no imited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defectiv€ )r non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s :acilities, or the deliverables at the Contractor’s, or the ContractQr’s Subcontractor’s, premises, the Contractor shall furnjsh =ontract # 8024 DocuSign Envelope ID: 4679FAA8-691WIBCF-8139-F45C6CB585B4 x cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate sucl nspectron. ;. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply witl III provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breacl md the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance hat lot yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender WithiIhe time allotted in the contract. ). PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contracto s to perform the services as required in order for the Contractor to perform the services in a timely and efficient manna, iI rccordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it ha: ;atisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristic: )f the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, an( my other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the ;ontract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages o my kind or nature if the actual site or service conditions differ from expected conditions. Fhe contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participant: md others on or near the City’s facilities. LO. WORKFORCE \. The Contractor shall empjoy only orderly and competent workers, skilled in the performance of the services which the) viII perform under the Contract. 3. The Contractor, its employees, subcontractors, and subcontractor’s employees may not while engaged in participating o esponding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contrac)r on the City’s property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by th€ erms 6f the contract; or ii. use or possess alcohQlic or other intoxicating beverages, illegal drugs or controlled substances, nor may_ sucl vorkers be intoxicated, or under the influence of alcohol or drugs, on the job. :. If the City or the City’s representative notifies the Contractor that any worker is incompetent, disorderly or disobedientlas knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under thI nfluence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, an( nay not employ such worker again on Contract services without the City's prior written consent. [mmigration: The Contractor represents and warrants that it shall CQmply with the requirements of the Immigration Reforn md Control Act of 1986 and 1990 regarding employment verification and retention of veNncation forms for any individual: rired on or after November 6, 1986, who will perform any labor or services under the Contract and thQ Illegal ImmigratioI teform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. ll. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’: Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety md enVironmental laws, ordinances, rules and_ regulations in the performance of the services, including but not limited t( hose promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, th€ nost stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmjess from and agains 111 claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of thc:ontractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulation: ssued pursuant to the mandates of the Clean Air Act (42 U.S.C. §:7401 et seq ) and the Federal Water Pollution Control Act :ontract # 8024 DocuSign Envelope ID: 4679FAA8-6915-4BCF-8139-F45C6CB585B4 is amended, (33 U.S.C. §125 1 et seq .). [2. INVOICES: \. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase elease after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent fo :ach shipment or delivery made. 3. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and thInaster agreement number if applicable, the Department’s Name, and the name of the point of contact for thI Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill o ading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance addres: md, if applicable, the tax identifiCation number on the invoice must exactly match the information in the Vendor’: egistration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified orhe Contractor’s invoice :. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearl) dentified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number rime billed for labor shall be limited to hours actually worked at the work site. ). Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. :. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. rhe City will furnish a tax exemption certificate upon request. L 3. PAYMENT: \, All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar day:)f the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, wbichever is later.3. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of thI 'ate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is no .imely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10:alendar days after the grounds for withholding payment have been resolved. :. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery IS st8ted above, providQd that the invoice niatches the shipmQnt or delivery. ). The City may withhold or set off the entirepayment or part of any payment otherwise due the :ontractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by inSurance required to be provided by the Contractor; v. reasoqable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balah9e would n6t be adequate to cover actUal or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order numbdf, with ajl required attachments Ml( supporting documentation; 6r Vii. failure of the Contractor to comply with any material provision of the Contract Documents. !. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City ma: )ffset=irfdebtedness owed the City through payment withholdihg.- T. Payment will be made by check unless the parties mutual19 agree to payment by credit card or electronic transfer of funds rhe Contractor agrees that there shall be no additional charges, surcharges, or penalties td the City for payments niade b);redit card or electronic funds transfer. :ontract # 8024 === DocuSign Envelope ID: 4679FAA8-6915JIBCF-8139-F45C6CB585B4 3. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s paymen )bligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriate( x other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or availabl€ md any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor writter lotice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under thI =ontract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under thc =ontract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to thi:ity 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by thi =ontractor, unless otherwise stated in the contract terms.During the term of this contract, the contractor shall bill and thI :ity shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connectioI vith the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor iI raveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. [ 5. FINAL PAYMENT AND CLOSE-OUT: \. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor ii equired to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15t1 ;alendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if th€ =ontractor is not in compliance with the requirements as accepted by the City. 3. The making and acceptance of final payment will cohstitute: i. a waiver of all claims by the City against the Conjractor, except claims (1) which have been previously asserted iI vriting and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of th€ Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’: ;ontinuing obligations under the Contract, _including but not _limited to indemnify and warranty ot)ligations, or (5) arisin} mder the City’s right to audit; and ii, a waiver of all claims by the Contractor against the City other than those previ6usl: rsserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: if the price stated on the Offer includes the cost of any special tooling o' ;pecial test equipment fabricated or required by the Contractor for the purpose pf filling this order, such special toolin£ :quipment and any process sheets related thereto shall become the property of the City and shall be- identiBed by- thtContractor as such. [ 7. RIGHT TO AUDIT: \. The City shall have the right to audit and make copies of the invoices pertaining to the Contract. The Contractor shal etain such invoices pertaining to the Contract period and five years thereafter, except if an audit is in progress or audi =indings are yet untesolved, in which case such iavoices shall be kept until all audit tasks are completed add resolved. Thes€ nvoices shall be available, within ten (10) business days of written request. The cost of the audjt will be borne by the Cit) rnless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost ohe audit, including any travel costs, must be borne by the Contractor which must be payable within thirty (30) calendar day: )f receipt of an invoice. 3. Failure to comply with the provisionsof this sectioh shall constitute, in the City’s sole discretion, grounds for terminatior:hereof L 8. SUBCONTRACTORS: \. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with alequirements approved by the_ City. The Contractor shall not initially employ any Subcontractor except as provided in thi :ontraetor’s Plan. The C6ntraetotshall not substitute any SubcOntractor identified lillie Plan,-unless the substittite has beer rccepted by the City in wrjting. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights o emedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, thc :ontract # 8024 DocuSign Envelope ID: 4679FAA8-6915-4BCF-8139-F45C6CB585B4 =ontractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procuremen vlanager, no later than the tenth calendar day of each month. 3. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor an( Subcontractor. The terms of the subcontract may not conflict with the terms of the :ontract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. :. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contracto s responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any sucl Subcontractor any contractual relationship between the City and any such Subcontrqctor, nor shall it create any obligatioI )n the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwis€ )e required by law. ). The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than tel 10) calendar days after receipt of payment from the City. L 9. WARRANTY-PRICE: \. The Contractor warrants the prices quoted ihthe Offer are consistent with current prices on orders for customers of : ;imilar industry and size for like services. 3. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation :ommunication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any othe ;inn or with any competitor.:. In addition to any other remedy available, the City pay deduct from any amounts owed to the Contractor, or otherwis€ ecover> any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables IInde- ;imilar terms of purchase. :0. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnishe( rnder the Contract, and that the deliverables are free and clear of all liens, claiMs, security interests and encumbrances. Th€ :ontractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. iI. WARRANTY – DELIVERABLES: The eontractor warrants and represents that all deliverables sold the City !!pde- he Contract shall be free from defects in design, workmanship 6r manufacture, and conform in all mat9rial respects to th€ ;pecificatioris> drawings, and descriptions in the Solicitation, to ally samples furnished by the Contractor, to the terms ;ovenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industq ;odes and standards, Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, an(lot used or reconditioned. \. Recycled deliverables shall be clearly identified as such. 3. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attemp :ontract # 8024 iS • ' OfF ++qiIT.iM DocuSign Envelope ID: 4679FAA8-6915zIBCF-8139-F45C6CB585B4 o do so shall be without force or effect :. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance o- he deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or mon )f the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conformin} ieliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at n( rdditional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging an( ;hipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice o he breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timel] lotice shall not impair the City’s rights under this section. ). If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by thI :ity, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be requifed t( )urchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event he Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverable:tom another source. :. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, thc :ontractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranq ;armot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fbllest extent to enforcl ;uch manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under thI :ontract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepte( ndustry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State an( ocal laws, rules or regulations. \. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempo do so shall be without force or effect 3. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. I luring the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt o iemand perform the services again in accordance with above standard at no additional cost to the City. All costs incidenta o such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notict )f the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timel) rotice shall not impair the City’s rights under this section. :. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by thI :ity, then in addition to any other available remedy, the City may reduce the amOunt of services it may be required t( )urchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, thc :ontractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services frommother source. !3. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: if, instead of requirin} mmediate correction or removal and replacement of defective or non-conforming deliverables, the City pre-fers to accept it he City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation o- md determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to fina )ayment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defectiv€ )r non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City b:he Contractor. 24. RIGHT TO ASSURANdE: Whenever one party to the Contract in good faith has reason to question the other party’: ntent to perform, demand may be made to the other party forwritten assurance of the intent to perform. In the event that n( rssurance is given within thQ time specified after demand is made, the demanding party may treat this failure as al mticipatory repudiation of the eontract. :5. STOPWORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observe( :ontract # 8024 DocuSign Envelope ID: 4679FAA8-6915zIBCF-8139-F45C6CB585B4 )erforming in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the cie o be unsafe to either life or property. Upon notification, the Contractor will cease allwork until notified by the City that thi riolation or unsafe condition has been corrected. The Contractor shall be liable for all costS incurred by the City as a resul)f the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfull: )erform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance unde ?aragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a materia nisrepresentation in Contractor’s Offer, or in any report or deliverable required td be submitted by the Contractor to the City :7. TERMINATION FOR CAUSE: in the event of a default by the Contractor, the City shall have the right to terminat€ he Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of sucl rotice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove t( he City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available IInde aw or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as : esult of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, an( )rejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor he City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contracto nay be disqualified for up to three (3) years. All rights grId remedies under the Contract are cumulative and are not exclusive o my other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part vith6ut cause any time upon thirty (30) calendar days’ pri6r written notice. Upon receipt of a notice of terminati6n, thc Contractor shall promptly cease all further work pursuant to the Contract, wilh such exceptions, if any, specified in the noticl )f termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for sue] )urposes, for all goods delivered andservices performed and obligations incurred prior to the date of termination iIrccordance with the terms hereof. 29. FRAUD : Fraudulent statements by the ContractQr on any Offer or in any report or deliverable required to be submitte( )y the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in lega lctron ;0. DELAYS: \. The City mqy delay scheduled delivery or other due dates by written notice to the C6ntractor if the City deems it is in it: )est interest. If such delay causes an increase in the cost of the work under the Contract, the City and the C6ntractorshal legotiate an equitable adjustment for costs incurred by the Contractor in the eontract price and execute an amendment to th€ :ontract. The ContrActor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt ofth€ lotice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified iI )aragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. 3. Neither patty shall be liable for any default or delay in the performance of its obligations under this ContraQt if, while an( o the extent such default or delay is caused by acts of God, fire, riots, civil commotion,labor disruptiong, sabotage, sovereigI ;onduct, or any other cause beyond the reas6nable control of such Party. In the event of default or delay in contrac )erformance due to any of the foregoing causes, then the time for completion of the services will be extended; provided row6ver, in such an event, a conference will be held within three (3) business days to establish a mutually agreeableperio( )f time reasonably n9cessary to overcome the effect of such failure to perfonjl. ; 1. INDEMNITY:\. Definitions: i. "Indemnified Cldims" shall include any and all claims, demands, suits, causes of action, judgments and liability o every character, type or desctiption, including all reasonable costs and expensQS of litigation, mediation or othe: alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss o- =ontract # 8024 DocuSign Envelope ID: 4679FAA8-69152IBCF'8139-F45C6CB585B4 the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/o- (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to an) person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’: subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables negligence, willful misconduct or a breach of any legally imposed strict liability standard. 3. THE CONTRACTOR SIIALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIW, AND HOLD THI:ITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESSFROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TOCONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTORtS\GENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S)BLIGATIONS UNDER THE CONTRACT, NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS]F THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEhCONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. ;2. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirement: ietailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in thi ninimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in thI State of Texas and satisfactory to the City of Denton. \. General Requifements; i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitte( to the City and approved by the _City within the procurement process, for the duration of the Contract, includin} extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insura IIce with the cover 49e’s and endorsements required to the cie as verificatiQn of coverage prior to contract execution and within fQurteen (14) calendar days after written requQS from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification fromconsideration for award. The Contractor must also forward a 'Certificate of Insurance to the City whenever i previously identified policy periodhas expired, or an extension option or hold over period is exercised, as verificatior of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance ha: been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of tht Contractor hereunder and shall notbe construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractor: commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do busines: in the State of Texas at the dIne the po_licies are issued and 'shall be written by- companies withA.M. Best ratings o A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ CompensatjorInsurance Fund vi. All endorsements naming the City as additional -insured, waivers, and notices of cancellation endorsements as wel as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on an) policy. It is intended that policies r6quired in the Contract, covering both the City and the Contractor, shall b€ considered primary coverage as applicable. viii. If instlrance policies are not written for amounts agreed to with the City, the C6ntractor shall canyUmbrella o: Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shal :ontract # 8024 DOCUSign Envelope ID: 4679FAA8-6915z+BCF-8139-F45C6CB585B4 follow the form of the primary coverage. ix. The City shQll be entitled, upon request, at an agreed upon location, and without expense, to review certified copie: of policies and endorSements thereto and may make any reasonabIQ requests for deletion or revision ormodificatioI of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established b: law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements sat forth during the effective period of the C'ontrac and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary an( prudent by the City based upon changes in statutory law, court decisjons, the claims history of the industry or financia condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term o the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated iI policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of th€ aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and an not intended to limit the responsibility orliability of the Contractor. 3. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. ;3. CLAIMS: if any claim, demand, suit, or other action is asserted against the Contractor which arises under or concern he Contract, or which could have a material adverse effeCt on the Contractor’s ability to perform thereunder, the Contracto ;hall give written notice thereof to the City within ten (1 Q) calendar days after receipt of notice by the Contractor. Such noticl o the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addfesses of thi ;laimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. SuCh notice shall bt ielivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal deliVery to the Cit) \ttorney shall be to City Hall, 215 East McKinney Street, Dent6n, Texas 76201. ;4. NOTICES: Unless otherwise specified, all notices, requests, or other communications required of appropriate to be giveI rnder the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S )ostal Service Certified or Registered Mail, Return R6ceipt Requested._Notices deliveredby other meansshall be deeme(ielivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or othe‘ ;ommercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, o' it such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 9011 Fexas Street, Dentoh, Texas 76209 and marked to the attention df the Purchasing Manager. ;5. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor t( he City shall becQme property of the City upon receipt. Any portions of such material claimed by the Contraetor to b€ )ropHetary must be clearly marked as such; provided, however, that if Contractor fails to mark any material as proprietary Contractor may inform the City of the proprietary nature of the materials within sixty (60) days following the Contractor’: ;ubmission and such materials shall be deemed proprietary to ContracTor. Determination of the public datum of the mateda s subject to the Texas Public Information Act, Chapter 552, and Texas Governmdnt Code. 36. NO W7\RItANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants tot he City that i) the Contractor shall provide the City good and indefeasible title tO the deliv9rables and (ii) the deliverab19s supplied b: he Contractorln acqordance with the specifications in the Contract will not infringe, directly or contributorily, any patent rademark, copyright, trade secret, or any other intellectual property right of any kind df any third party; that no claims havt )ecn made by any person or entity with respect to the ownership or operajion ofthQ deliverables and the Contractor does no glow of anyvalid basis for any such claims. The Contractor shall, at itssole expense, defend, indertmify, and hold the Cit) rarmless from and against all liability, damages, and costs (including court costs and reasonabIQ fees of attorneys and othe‘ )rofessionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the right: lssociated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectua=ontract # 8024 r ifI; aqI i= DocuSign Envelope ID: 4679FAA8-69152LBCF-8139-F45C6CB585B4 xoperty rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties state( n this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage it: )wn separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specification: egarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the cie nakes no warranty that the production, development, or delivery of such deliverables will not impact such warranties oContractor ;7. CONFIDENTIAI,ITY: in connection with the Contract, subject to the laws of the State of Texas, including the Texa: )ublic Information Act, and without waiving any applicable immunities, each party (the “Disclosing Party”) may disclos€ ;ertain confidential information (including inventions, employee information, trade secrets, confidential know-how ;onfidential business information, and other information which the Disclosing Party or its licensors consider confidential collectively, “Confidential Information”) to the other party (the “Receiving Party”). The Receiving Party acknowledges an( rgrees that the Confidential Information is the valuable property of the Disclosing Party and/or its licensors and an: rnauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the)isclosing Party and/or its licQnsors. The Receiving Party (including its employees, subcontractors, agents, o-epresentatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose iisseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of th€ )isclosing Party or in a manner not expressly permitted under this Agreement, unless the Confidential Information is require( o be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided tht {eceiving Party promptly notifies the Disclosing Party before disclosing such information so as to permit the Disclosin} ?arty reasonable time to seek an appropriate protective order. The Receiving Party agrees to use protective measures no les: ;tringent than the Receiving Party uses within its own business to protect its awn most valuable information, which protectiv€neasures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of thI:onfidential Information. ;8. OWNERSHIP AND USE OF DELIVERABLES: All right, title and interest in and to the deliverable, and al ;or;ections, enhancerhents, or other modificatioas made to the deliverable$ bV Contractor or any third party at Contractor’ : iirection, and all intellectual property rights therein are the sole and exclusive property of Contractor or its affiliates o ;uppliers, as applicable. In connection with the City’s use of the deliverables pursuant to this Contract, the City shall compl: vith the license terms attached hereto in Exhibit F (the “WeatherDesk License”). . ;9. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally develope( naterial unless otherwise specifically provided in the Contract. When material not originally developed is included in : eport in any form, the source £hall be identified. +0. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the Cit) las entered into the Contract, except to the extent required by law. Ill NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained t( ;olicit or seeure the Contract upon any agreemeht or understanding for commission, percentage, brokerage, or contingen Tee, excepting bona fide employees of bona fide established commercial or selling agencies mainjained by the Contractor fo he purpose of securing busindss. For breach or violation of thiswarranty, the City shall have the right, in -addition to an) )ther remedy available, to cancel the Contract without liability and to deduet from any alnountg owed to the Contractor, o: )therwise recover, the full ainount of such commission, percentage, broker49e or cohtitrgehtf ee. +2. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is dQtermine( )y the City that gratuities were offered QI given by the Contractor or any ageht or representativ9 of the Contractor to an: )fficer or ertlployee of the City of Denton with a view toward secUring the Contractor seduring' favorable treatment witt espect to the awarding or amending or the making of any determinations with respect to the performing Qf such contract. II he event the Contract is canceled by the City pursuant to this provision,the City shall be entitled, in addition to any othe :ontract # 8024 bb\ DocuSign Envelope ID: 4679FAA8-6915JIBCF-8139-F45C6CB585B4 {ghts and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. +3. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independen ;onsultant, or elected official of the City who is involved in the development, evaluation, or decision-making process ofth€ )erformance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitatior IS defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation o his section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinaq lotion up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of th€ =ontractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict o'nterest Questionnaire. +4. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship I partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agree: md understands that the Contract does not grant any rights or privileges established for employees of the City of Denton Fexas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation )r any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of thI :ontractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attache< ;pecifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement rhe contractor is expressly free to advertise and perfortn services for other parties while performing services for the City. +5. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and th€ Contractor and their respective successors and assigns, prQvided however, that no right or interest in the Contract shall bc rssigned and noobligation shall be delegated by the Contractor without the prior written consent of the City. Any attempte( lssignment or delegation by the Contractor shall be void unless made in conformity with thjs paragraph. The Contract is no ntended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties tha .here are rio third party beneficiaries to the Contract. rhe Vendor shall notify the City’s Purchasing Manager, in writing, of a company name )wnership, or address change for the purpose of maintaining updated City records. Thc)resident of the company or authorized official must sjgn the letter. A letter indicati ru )hanges in a company name or ownership must bQ accompanied with supportirig lega iocumentation such as an updated W-9, documents filed with the state indicating s ucl ;hange, copy of the board of director’s resolution approving - the action, or an executec nerger or acquisition agreement. Failure to do so may adversely impact future invoic€ )ayrnents. 16. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver a entmciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed b: he aggrieved party. No waiver by either the COntractor or the City of any one or more events of default by the other parq ;hall operate as, or be Qonstru9d to be, a permanent waiver of any rights or obljgation§ under the Contract, or an express a mplied acceptance of any other existing or future default or defaults, whether of asimilat Qr different character. 17. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-panto )r similar terms on any the Contractor invoice, order or other dOQumen!§jyjl !!Bye any force Qr effect tochanget he terms }6venants, and cohditions of the Contract. +8. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the term: )f their agreement. No course of prior dealing between the parties or course df performance or usage of the trade shall bt elevant to supplefnentor explain any term used in the Contract. Althought he Contract may have been substantially drafte( )y one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading n( )rovisions more stric Fly against 6ne party or the other. Whenever a term dQfined by the Uniform Commercial Code, a: :ontract # 8024 DocuSign Envelope ID: 4679FAA8-69152IBCF-8139-F45C6CB585B4 macted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in th€ontract 19. DISPUTE RESOLUTION: \. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecutin} r suit for damages. However, this section does not prohibit the filing of a lawsuit to toII the running of a statute of limitation: )r to seek injunctive relief. Either party may make a written request for a meeting between representatives of each part) vithin fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shal nclude, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose o his and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30 ;alendar days after such meeting, the parties have not succeeded in negdtiating a resolution of the dispute, they will procee( iirectly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in whicl went the parties may proceed directly to mediation as described below. 3. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties ma: ;elect, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Shoul( hey choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to giv€ ;onsideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relyin! )n the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the panic: Tail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall bc ;elected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediatior n good faith for up to thirty (30) calendar days from the date of the first medi4tion session. TheCity and the Contractor wil ;hare the mediatQr’s fees equally and the parties will bear their own costs_of participation such as fees for any consultants o rttorneys they may utilize to represen_t them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas ncluding, when applicable, the Uniform Commercial Code asadopted in TeXas, V. T.C.A., Bus. & Comm. Code, Chapter 1 )xcluding any rule or principle that would refer to and apply the substantivelaw of another state or jurisdiction. All issue: nising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to thi :xclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restdc he right or ability of the City to seek and secure injunctive relief from any coMpetent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or upenforceability of an9 provision of the Contract shall in no way affect the /alidity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severedf ron he Contract and the balance of the Contractshall be construed and enforced as if the Contract did not contain the particula )ortion or $rovision held to be void. The partjes further agree to reform the Contract to replace any stricken provision whl r valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shal lot prevent this entife Contract from being void should a provision which is the essence of the Contract be determined to bIroid 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) Martin Luther King, Jr. DayMemori Juneteenth Independence Day Labor Day Veterans Day M Thanksgiving Friday After ThanksgivingChristmas Eve (observed :ontract # 8024 Ba +• t++Fb+ p+ == DocuSign Envelope ID: 4679FAA8-6915z}BCF-8139-F45C6CB585B4 Christmas Day (observed) :f a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it wiI )e observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday througl iriday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours o' )peration must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on tht )arties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive thi :xpiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: Fhe City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended o iebarred or whose principals are guspended or debarred from Federal, State, or City of Denton Contracts. By accepting : :ontract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debamed from doin!)usiness with the Fedefal Government, as indicated by the General Services Administration List of Parties Excluded fron Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY \. Equal Employmeat Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employmen )ractice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or nationa )rigin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ.3. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall )ngage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) rhe following federally funded requirements are applicable. A. Definitions. As used in this paragraph – . "Component" means an article, material, or supply incorporated directlyinto anand product. i. "Cost of components" means - 1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place o ncorporation into theend product (whether or not such costs are paid to a domestic firm), and anyapplicable duty (whethe- )r not a duty-free entry certificaje is issued); or 2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, includin} ransportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excludjng profit. Cos )f components does not include any costs associated with the manufacture of the end product. ii. "Domestic end product" means- 1 ) An unmanufactured end product mined or pr9duced in the United States; or 2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactlired in tht Jnited States exceeds 50 percent of the cost of all its components. Componeats of foreign origin df the same class or kin( is those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably availabl€ ;ommercial quantities of a s4tisfactory quality arQ treated as domestic. Scrap generated, c611ected, and prepared fo xocessing in the United States is considered dorhestic. v. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. I. "Foreign end product" means an end product other than a domestic end product. /i. "Uhited States" means the 50 States, the Distrietof Columbia, and outlying areas. 3. The Buy American Act (41 U.S.C. 10a - 10d) provides a preferehce for domestic end products for supplies acquired fo:lse in the United States. :ontrict # 8024 DocuSign Envelope ID: 4679FAA8-69152IBCF-8139-F45C6CB585B4 :. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider fo rpproval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency rhe Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list ). The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign en( xoducts in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in an: esponse to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal doe: lot affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by thi ;tate of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United State: )epartment of Labor Davis-Bacon Wage Determination at http://www.doI.gov/whd/contracts/dbra.htm and at the Wagl )eterminations website www.w(lol.gov for Denton County, Texas (WD-2509). 50. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall compl: vith all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times ncluding, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of thc rexas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give al rdtices and comply with all laws and regulations appljcable to furnishing and performance of the Contract. 51. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with thi ;ederal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance o ?orm W-2's to common law employees. Respondent is responsible for both federal and State unemployment insuranc€ ;overage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal an( State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for an) Jnemployment or Workers’ Compensation coverage, or federal or State withholding requirements. Contractor sha1 ndemnify the City ofDQnton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach ohis Section 52. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Placl \ct of 1988 (P\rblic Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment lad the final rule, government-wide requirements for drug:free work place (grants), issued by the Office of Management an( 3udget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free won )lace Act of 1988 is incorporated by reference and the contractor-shall comply with The relevantprovisions thereof,includin} my amendments td the final rule that may hereafter be issued. 53. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liabl€ =or all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and it: )mployees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with an) )erformance pursuant to the Contract. The Respondent shall notify the City of benton Procurement Manager in writing o my such damage within one (1) calendar day. S n H = = n h = n n n n t n = = b = r 54. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performanc€ rnder the Contractshould it be prevented from performance by an act of war, order of legal authority, act of God, or othe: rnavoidable cause hot attributable to the faultor negligence of the (:ityofl)entoh. -In the event of an occurrence undert hi! Section, the Respondent will bQ excused from any further performance Or observance of the requirements so affected for a: ong as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommencs )erformance or observance whenever and to whatever extent posgjble without delay. The Respondent shall immediatel: :ontraCt # 8024 n DocuSign Envelope ID: 4679FAA8-6915z}BCF-8139-F45C6CB585B4 rotify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days o- he inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performancl x delay in performance. 55. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will no rffect the right of such Party to require perforrhance in the future. No delay, failure, or waiver of either Party’s exercise a )artial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwis€ lffect such right or remedy. A waiver by a ParFy of any breach of any term of the Contract will not be construed as a waive )f any continuing or succeeding breach. 56. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in an: vay intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City o )enton may have by operation of law. 57. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records md any other records or books relating to the performances called for in the Contract. The Respondent shall retain all sucl ecords for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor’s Office is satisfie< hat all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books ecords and documentg pertinent to the Contract to the CPA, the State Auditor Of Texas, and any federal governmental entiq hat has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order o Jrecedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contraclocuments to the extent of such conflict. 1. Special Terms and Conditions 2. The WeatherDesk License;3. RFP/Bid documents 4. City’s standard terms and conditions :ontract # 8024 k DocuSign Envelope ID: 4679FAA8-6915zIBCF-8139-F45C6CB585B4 Exhibit E INSURANCE REQUIREMENTS ANDWORKERS’ COMPENSATION REQUIREMENTS Jpon contract execution, all insurance requirements shall become contractual obligations, which the successful contracto 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 ancmaintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimunnsurance coverage as indicated hereinafter. :ontractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicabltrddendum or endorsements, containing the contract number and title of the project. Contractor may, upon writter’equest to the Purchasing Department, ask for clarification of any insurance requirements at any time; however:ontractor shall not commence any work or deliver any material until he or she receives notification that tht;ontract has been accepted, approved, and signed by the City of Denton. tIll insurance policies proposed or obtained in satisfaction of these requirements shall comply with the followin£]eneral specifications, and shall be maintained in compliance with these general specifications throughout thtluration of the Contract, or longer, if so noted: e Each policy shall be issued by acompany authorized to do business in the State of Texas with an A.M. Bes Company rating of at least A or better. e Any deductibles orself-insured retentions shall be declared in the proposal. If requested by the City, the insureshall reduce or eliminate such deductibles or sdf-insured retentions with respect to the City, its officials, agentsemployees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and relatec investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following:• == = = = = = ==a{ •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 t( claims covered under the policy and that this in$urance applies separately to each insured against wh9n claim is made or suit -is brought. The inclusion of -more than one insured shall not operate to increase thc insurer's limit of liability. • Provide a Waiver of Subrogation in favor of the eity of Denton, its officials, agents, employees, an(volunteers . • Cancellation: City requires 30 day written notice should any of the policies described on the certificate btcancelled or materially changed before the expiration date. @ - ghoutd any of the required insurance be providedunder a claims made form, Contractor shall maintain -sucFcoverage continuously throughout the term of -this contract and, without lapse, for a period of three years beyon(the contract expiration, such that occurrences arising during the contract term which give rise to claims made afte expiration of the contract shall be covered. e should any of the required insurance be provided under atorrri of coverage that includes a general annual aggFegat€limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limitthe Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective LiabilitI Contract # 8024 DocuSign Envelope ID: 4679FAA8-6915-+BCF-8139-F45C6CB585B4 Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such laps€shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by thi:contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate thi€ agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: 411 insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with tht'ollowing marked specifications, and shall be maintained in compliance with these additional specification!\hroughout the duration of the Contract, or longer, if so noted: X]A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided an( maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or ira combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independen 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 operationsindependent contractors and property darrfage resulting from explosion, collapse or underground (XCU exposures. • Broad form contractual liability (preferably by endorsement) covering this cdntract, personal injury liabilit]and broad form property damage liability.Automobile Liability Insurance:X] Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not les: than $500,000 either in asingle policy or in a combination of basic and umbrella or excess policies. The policy wiIinclude bodily injury and property damage liability arising out of the operation, maintenance and use of al automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or• all owned hired and non-owned autos. X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting thc minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,00C :ontract # 8024 DocuSign Envelope ID: 4679FAA8-6915zIBCF-8139-F45C6CB585B4 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The Cit)need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation agains th6 City, -its officials, agents, employees and volunteers fdr any work performed for the City by the Named InsuredFor building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordanc€ with 9406.096 of the Texas Labor Code and rule 28TAC 1 10.110 of the Texas Workers’ Compensation Commissior(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 damageand bodily injury which may arise in the prosecution of the work or Contractor's operations under this contractCoverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company tha carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury an(property damage per occurrence with a $1,000,000.00 aggregate. ] ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractoleases or rents a portion of a City building. Limits of not less than each occurrence are required. Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, error: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 shal include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. ] ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. Riggers Insurance The Contrqctor shall provide coverage for Rigger’s Liability. Saidcoverage may be provided by a Rigger’s Liabilit} endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or througtISO form IH 00 91 12 11,- Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage ]Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglar) of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanketbasis to cover all employees, including new hires. This type insurance should be required if the contractor ha€-access to City funds. Limjts of not less than $ each occurrence are required. ]Additional Insurance :ontract # 8024 DocuSign Envelope ID: 4679FAA8-6915zIBCF-8139-F45C6CB585B4 Other insurance may be required on an individual basis for extra hazardous contracts and specific servic€agreements. If such additional insurance is required for a specific contract, that requirement will be described in thc"Specific Conditions" of the contract specifications. : r:ontract # 8024 DocuSign Envelope ID: 4679FAA8-6915zIBCF-8139-F45C6CB585B4 ATTACHMENT 1 ]Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority t(self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, oIWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity'£ 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 governmenta entity Persons providing services on the project ("subcontractor" in 9406.096) - includes all persons oentities performing all or part of the services the contractor has undertaken to perform on the projectregardless of whether that person contracted directly with the contractor and regardless of whethe that person has employees. This includes, without limitation, independent contractors, subcontractorsleasing companies, motor carriers, owner-operators, employees of any such entity, or employees oany entity which furnishes persons to provide services on the prQject. "Services" include, withou limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportationor other service related to a project. "Services" does not include activities unrelated to the projectsuch 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 payrol amounts and filing of any overage agreements, which meets the statutory requirements of Texas LaboCode, Section 401.011 (44) for all employees of the Contractor providing services on the project, fo the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarde(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 certificat€ 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 thc governmental entity:1. a certificate of coverage, prior to that person beginning work on the project, so the governmenta entity will have on -file certificates of coverage showing coverage for all persons providing servic6s on the project; and 2. no later than seven daysaftQr receipt by the contractor, a new certificate ofcoyerage showing extension of coverage, if the coverage period shown on the current certificate of coverage end£ during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and fo one year thereafter. :ontract # 8024 -::;;&@ DocuSign Envelope ID: 4679FAA8-6915zIBCF-8139-F45C6CB585B4 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 affect£ 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 thcTexas Workers' Compensation Commission, informing all persons providing services on the projecthat they are required to be covered, and stating how a person may verify coverage and report lack o coverage 1.The contractor shall contractually require each person with whom it contracts to provide services on zproject, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filingof any coverage agreements, which meets the statutory requirements of Texas Labor Code, Sectior 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 coverag€ 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 end: during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. 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 coverag€period, if the coverage period shown on the current certificate of coverage ends during thcduration of the project; 5. retaln all required certificates of coverage on file for the duration of the project and for one yeathereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days aftethe person knew or should have known, of any change that materially affects the provision o coverage of any person providing services on the project; and 7. 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 providingservices J.By signing this contract or providing or causing to be provided a certificate of coverage, the contracto is repr6senting 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, thathe coverage will be based on proper reporting of classification codes and payroll amounts, and thaall cov6rage 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 misleadin£information may subject the contractor to administrative penalties, criminal penalties, civil penalties, o :ontract # 8024 DocuSign Envelope ID: 4679FAA&691WIBCF-8139-F45C6CB585B4 other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contracto which entitles the governmental entity to declare the contract void if the contractor does not remed) the breach within ten days after receipt of notice of breach from the governmental entity. :ontract # 8024 DocuSign Envelope ID: 4679FAA8-6915dIBCF-8139-F45C6CB585B4 Exhibit F Certificate of Interested Parties Electronic Filing .n 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The lav itates that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Fora 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rule: equiring the business entity to file Form 1295 electronically with the Commission. =ontractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordanclvith Government Code 2252.908. Fhe contractor shall: [ ) )). I ). ). Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@citvofdenton.com with the contract number in the subject line. (EX: Contract 1234 - Form 1295) Fhe City must acknowledge the receiptof the filed Form 1295 not later than the 30th day after Council award. Once a Forn 1295 is acknowledged, it will be posted to the Texas EthicsCommission’s website within seven business days. :ontract # 8024 .i=:+i;{@ DocuSign Envelope ID: 4679FM8-69154BCF-8139-F45C6CB585EyHIBIT G CT OFmkEST QUESTIONNAIRE For vendor or other person doing business with local governmental entit' This questionnaire reflects chanM de to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 1 76, Local Government Code, by a vendor who has a business relationship as defined by 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. e I entity. An offense under this section is a Maxar Inte11egence, 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. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must becompleted for each officerwith 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 government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?n Yes n „“ B Is the vendor receiVing or likely to receiv6 taxable income, other than investment income, from of at the direction of the local government officer named inthis section AND the taxable income is not received from the local governmental entity?E ,„,= ~. C. Is the filer of this qiestionnaire 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? El Yes H *" D Describe each employment or business and family relationship with the local government officer named in this section 4 5 Lg I have no Conflict of Interest to disclose. 10/17/2022 aturFo less with the governmental entity Date DocuSign Envelope ID: 4679FAA8-6915zIBCF-8139-F45C6CB585B4 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy ofChapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG 1 76.htm. For easyreference, below are some of the sections cited on this form Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency ofa federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease ofgoods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003(a)(2)(A) and (B): (A) Alocal government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vurdoc (B) has given to the localgovemment cHeer or a family member ofthe officer one or more gifts that have an aggregate value ofrnore 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 goverimental 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 ifthe vendor has a business relationship with a local governmental entity and: ( 1 ) has an employment or other business relationship with a local govemment officer of that local govemmental entity, ora family member ofthe officer, described by Sedtion 176.003(a)(2)(A);(2) has given a local g6vemment officer of that local govemmental entity, or a family member of the oHFider, 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 govergmental 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 govemriental entity; or (B)submitsto the local governmental entity an application,resp9nse to a request for proposals or bidsi 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 omcer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3fd degree of affinity fmarriage) or consanquinity (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, and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a persori who provides or seeks to provide goods, services, and/or real property to the City ih exchange for compensation. This definition does not include those property owners from whom the City acquires public rightof-way or other real property interests for public use, Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars (850.00) per gift, Qr multiple 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 recoilmend 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. provided by Texas Ethics Commission www. ethics .state.tx . us Revised 11/30/2015 DocuSign Certificate Of Completion Envelope Id: 4679FAA869154BCF8139F45C6CB585B4 Subject: Please DocuSign: City Council Contract 8024 WEATHER AND RENEWABLES FORECASTING Status: Completed Source Envelope: Document Pages: 38 Signatures: 6 Envelope Originator: Christa ChristianCertificate Pages: 6 AutoNav: Enabled Initials: Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901 B Texas Street Denton, TX 76209 Christa .Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 10/7/2022 3:10:46 PM Holder: Christa Christian Christa .Christian@cityofdenton.com Location: DocuSign Signer Events Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 10/7/2022 3:19:53 PM Viewed: 10/7/2022 3:20:06 PM Signed: 10/7/2022 3:20:11 PM 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: 10/7/2022 3:20:14 PM Viewed: 10/7/2022 3:44:02 PM Signed: 10/7/2022 3:44148 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(Nond) 'DoeuSlgnd bFI karELtULldUb.4B070831B4AA438 Sent: 10/7/2022 3:44:52 PM Viewed: 10/7/2022 3:46:28 PM Signed: 10/7/2022 3:53:19 PM Signature Adoption: Pre-selected Style Using IP Address: 47.24.6.135 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Andrew Canales legalcontracts@maxar.com VP, Americas Commercial Sales Security Level: EMail, Account Authentication (None) Sent: 10/7/2022 3:53:23 PM Resent: 10/1 1/2022 11 :39:45 AM Resent: 10/1 3/2022 3:44:32 PM Resent: 10/1 7/2022 10:50:25 AM Viewed: 10/1 7/2022 11 :48:43 AM Signed: 10/17/2022 11:55:51 AM Signature Adoption: Pre-selected Style Using IP Address: 173.242.16.19 Electronic Record and Sigriature Disclosure: Accepted: 10/13/2022 3:49:45 PMID: 091 b602449a2-+a51-b946-9d5a33425ab7 Signer Events Antonio Puente Antonio.Puente@cityofdenton.com Electric Security Level: Email, Account Authentication(None} Signature Timestamp Sent: 10/17/2022 1 1 :55:56 AM Viewed: 10/1 7/2022 1:06:40 PM Signed: 10/17/2022 1 :06:58 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 10/17/2022 1:06:40 PMID: 16b5aa93-262e4f92-a3be-724f8448e581 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: 10/17/2022 1 :07:03 PM Viewed: 11/2/2022 7:57:25 AM Signed: 11/2/2022 7:57:52 AMUsing IP Address: 198.49.140.104 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) 'DowStgn•d brI S,K Uo.&5236DBa6270423. Sent: 11/2/2022 7:57:57 AM Viewed: 11/2/2022 7:58:54 AM Signed: 11/2/2022 7:58:59 AM Signature Adoption: Pre-selected Style Using IP Address: 107.77.198.218 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secfetary Security Level: Email, Account Authentication(None) 'DocuSlgnBd brI R&uRLBI ,IC5CA8C5E175493. Sent: 11/2/2022 7:59:03 AM Viewed: 11/2/2022 7:10:17 PM Signed: 11/2/2022 7:11:15 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 11/2/2022 7:10:17 PMID: 92dfcOe0-2964Jlfad-92e6-87cd69eblc7a In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp +P+HhCertified Delivery Events Status Status Timestamp aCarbon Copy Events• llP Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: EMail, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Timestamp Sent: 10/7/2022 3:20:14 PM 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: 10/17/2022 1 :07:02 PM Viewed: 10/1 7/2022 1:08:11 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/2/2022 7:11 :20 PM Stephen Johnson Stephen.Johnson@dmepower.com Manager, Energy Mgmt Office City of Denton, DME Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/2/2022 7:11 :22 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 10/7/2022 3:19:53 PM 11/2/2022 7:10:17 PM 11/2/2022 7:11:15 PM 11/2/2022 7:11 :22 PM Hashed/Encrypted Secufity 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: Andrew Canales, Antonio Puente, 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 toyou certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ’I agree’ button at the bottom ofthis document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive fature notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign ’Withdraw Consdnt' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user accpunt to receive required notices and consents electronic411y from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell usotherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently npt receiving any notice or disclosrire, we prefer to provid9 all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this procQss, please let us know as described below. PleQse also see the paragraph immediately above that describeg the congequences of your dlecting not to receive delivery of the notices and discloiUres electronically from us. n (Ii:::;:::.:':-fi.? How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing @cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address. . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign.To request paper copies from City of Denton To request deliveryf rom us of paper copies of the notices and disclosures previously pr6vided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to recpive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw yQur consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state yOur e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other inf9rmqtion from you to withdraw consent.. The consequences of your withdrawing consQnt for online documents will be that transactions may take a longer time toprocess.. Required hardware and software Operating Systems Browsers (for SENDERS Browsdrs (for SIGNERS): r r mletExplorer 6.o?, Mozilla FireFox 1.o,NetSca'7.2 (or above) Fess to a valid email ac&ount x Email Screen Re£olution Enabled Security Settings •Users accessing the internet behind a Proxy Server must enable HTTP 1.lsettings via roxy connectIon ## These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email addrdss we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confum to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree’ button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E DENTON Docusign City Council Transmittal Coversheet PSA 1 7599-olo File Name C MAR Nelghbor PurchasingContact C orl P ov"r hood CIty C,„III T,rg, I Dat, N OVEMBER 1 ’ 2022 Piggy Back Option Contract Expiration Ordinance 2 & 6 Des1 gn Not App11cab1 e N/A 22-2192 rM f:DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E = = + + +R & B V 4 r I = : = = nab CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONALSERVICES This AGREEMENT is between the City of Denton, a Texas home-ru16 municipality("CITY"), and Kimley-Horn and Associates, Inc., with its corporate office at 100 W OakStreet, Suite 203,' Denton, Texas 76201 and authorized to do business in Texas, ("ENGINEER"), for- a PROJECT generally described as: CIMAR Neighborhood 2 & 6Improvements Design (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agreesto perform, professional engineering services set forth in the Scope of Service§ attached hereto as Attachment A. These services shall be performed in connectionwith the PROJECT. B.Additional sewice§, if any, will be requested in writing by the CITY. C_)ITY 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 regultingfrom 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 $5,726,000 in the manner and in accordance with the fee schedule as set forth in Attachment B. Payment shall beconsidered full compensation for all labor, materials, supplies, and equipmentnecessary to complete the services described in Attachment A. B.Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shallbe for a term beginning upon the effective date, as described below, and shall continue for 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 D. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 1 of 18 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E A. Invoice and Payment (1 ) The Engineer shall provide the City sufficient documentation, including but notlimited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment D to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of anybalance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) in the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITYwill 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 care of a competent engineer. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 2 of 18 DocuSign Env-elope ID: 687B8396-2F70-42DE-AA41-F6031A93195E$U HIB ; a •r • q ::=: :: ::: n = = = •I I = = a}In F C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract 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 concerning the 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 and sample intervals and at locations other than where observations, exploration,and investigations have been made. Because of the inherent uncertainties insubsurfpce evaluations, changed or unanticipated underground conditions mayoccur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of theENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all-plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved byCITY, which shall become the property of the CITY. CITY may use such drawings in 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 orits 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, and responsibilities, including, but not limited to, all construction methods, means,techniques, sequences, and procedures necessary for coordinating andcompleting all portions of the construction work in accordance with theAGREEMENT Documents and any health or safety precautions required bysuch construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or theiremployees 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 responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, ifthe work on the PROJECT is being performed in a manner indicating that the City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 3 of 18 DocuSign Envelope ID: 687B8396:2F7042DE-AA41-F6031A93195E PROJECT, when completed, will be in accordance with the AGREEMENTDocuments, nor shall anything in the AGREEMENT Documents or thisAGREEMENT between CITY and ENGINEER be construed a$ requiringENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work6n the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation 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 servicesset forth inthe Scope of Services, the ENGINEER shall be dntitled to rely upon such certification to establish materials, systems or equipment and performancecriteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1 ) The ENGINEER shall provide opinions of probable costs based on the currentavailable information at the time of preparation, in accordance withAttachment A. (2) in providing opinions of cost, financial analyses, economic feasibility projections,and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and mdrket conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; andother economic and operational factors that may materially affect the ultimatePROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that 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 has progressed to the point indicated. Such recommendations do not represent thatcontinuous or detailed examinations have been made by the ENGINEER to ascertain thatthe construction contractor has completed the work in exact accordance with theAGREEMENT Documents; that the final work will be acceptable in all respects; that theENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, orencumbrances; or that there are not other matters at issue between the CITY and the City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 4 of 18 DocuSign Envelope ID: 687B839&2F70-42DE-AA41-F6031A93195E 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 variougcomponents, 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. 1.Right to Audit (1 ) ENGINEER agrees that the CITY shall, until the expiration of five (5) yearsafterfinal payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers andrecords of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees- that the CITY shall have access during normal workinghours to all necessary ENGINEER facilities and shall be provided adequate and appropriate Work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advancenotice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITYshall, until the expiration of -five (5) years after final payment under thesubcoritract, have access to and the right to- examine and photocopy anydirectly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall beprovided adequate and appropriate work space, in order to conduct audits incompliance 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 ofthe time copying is performed. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 5 of 18 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E J. INSURANCE (1) ENGINEER’S INSURANCE a.Commercial General Liability – the ENGINEER shall maintaincommercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per eachoccurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall applyseparately to this PROJECT or location. i.The CITY shall be included as an additional insured with all rightsof defense under the CGL, using ISO additional insuredendorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall applyqs primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. The CommercialGeneral Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations,products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy,unless the CITY specifically approves such exclusions in writing. 11.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 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 the engineer owns no vehicles, coverage for hired or non-owned isacceptable. i.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 ljability orcommercial umbrella liability insurance obtained by ENGINEERpursuant to this AGREEMENT or under any applicable autophysical damage coverage. c. Workers’ Compensation – ENGINEER shall compensation and employers liability insurance City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 6 of 18 maintain workers and, if necessary, DocuSign Envelope ID: 687B8396-2F7042DE-AA41-F6031A93195E 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 the extent these damages are covered by workers compensation andemployer’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 ofthe AGREEMENT or the first date of services to be- performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencingt his 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 all required insurance shall be attached to this AGREEMENT prior to itsexecution . b.Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as 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. f. Insurers for all policies must be authorized to do business in the State of City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 7 of 18 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalen! financial strengthand 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 subjdct 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 coverage maintained 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 incurring expense, 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 final payment 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/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on acertificate of insurance. 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 superiorshall not apply. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 8 of 18 DocuSign Envelope ID: 687B8396-2F70212DE-AA41-F6031A93195E L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it willmake disclosure in writing of any conflicts of interest that develop subsequent to thesigning of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) if asbestos or hazardous substances in any form are encountered or suspected,the ENGINEER will stop its own work in the affected portions of the PROJECTto permit testing and evaluation. (2) if asbestos or other hazardous substances are suspected, the CITY may request 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 ard 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 will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed perAttachment D to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents shall engage in any discriminatory employment practice. No person shall, onthe 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 and City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 9 of 18 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as dQfined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for theENGINEER's performance of its services. The CITY will perform, at no cost to theENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. TheCITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, andpay for all advertisements for bids; permits and licenses required by local, state, or 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 D. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or 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 City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 10 of 18 DocuSign Envelope ID: 687B8396-2F70dj2DE-AA41-F6031A93195E + HIM = +=- facilities that may contain hazardous materials, including asbestos COntaining materials, or conditions, and that ENGINEER had no prior role in thegeneration, treatment,- qtorage, or disposition of such materials. Inconsideration of the associated risks that may give rise to claims by thirdparties or employees Qf City, City hereby releases ENGINEER from anydamage or liability related tot he presence of such materials. (2) The release required above ghall not apply in the event the discharge, releaseor escape of hazardous substances, contaminants, or asbestos is a result Of ENGINEER’s negligence or if ENGINEER brings such hazardoys substqnce,contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims Th6 CITY agrees to include in all construction contracts the provisi6ns of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing forcontractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain nodirect action against the ENGINEER, its officers, employees, andsubcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITYwill be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITYand the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity orperson regarding the PROJECT a provision that such entity or person shallhave no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any rightthe CITY has to bring a claim against ENGINEER. I. CITYs Insurance (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 replacement City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 11 of 18 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E cost 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, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties K. Changes The CITY may make or approve changes within the general Scope of Services in thisAGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendmentto this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of awritten Notice to Proceed from the CITy. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of theENGINEER, whether in hard copy or in electronic form, are instruments of service for thisPROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration bythe CITY or by others acting through or on behalf of the CITY of any such instruments ofservice without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. 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: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 12 of 18 DocuSign Envelope ID: 687B8396-2F7042DE-AA41-F6031A93195E a. by the City fOr its convenience upon 30 days' written notice toENGINEER. b.by either the CITY or the ENGINEER for cause if either party failssubstantially to perform through no fault of the other and the nonperforming party dogs not commence correction of suchnonperformance within 5 days’ written notice or thereafter fails todiligently complete the correction. (2) if this AGREEMENT is terminated for the convenience of the City, theENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specificationsor other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and otherdata storage supplies or sefvices; c. The time requirefnents for the ENGINEER'S personnel to document thework underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time- storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to theCITY an itemized statement of all termination expenses. The CITY'S approval will be obtairfed 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 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 IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONALTORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY ASUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITSREASONABLE Al-rORNEY’S FEES IN PROPORTION TO THE ENGINEER’SLIABILITY. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 13 of 18 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E 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 any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceabilitywill not affect any other provision, and this AGREEMENT shall be construed as if suchinvalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.1. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws andregulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, lawsordinances 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 OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION,WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act ENGINEER shall verify the identity and employment eligibility of its employees whoperform work under this AGREEMENT, including completing the Employment EligibilityVerification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY withcopies of all 1-9 forms and supporting eligibility documentation for each employee whoperforms work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no serviceswill 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 City of Denton. TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 14 of 18 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E i a::::li:i;iLl& right to immediately terminate this AGREEMENT for violations of this provision byENGINEER.++b i J p •+ q • +=;':£i:tib•% : n b=a b : =;I L. Prohibition On Contracts With Companies Boycotting Israel Engineer ackn6wledges that in accordance with Chapter 2271 of thi Texas Government Code, City is prohibited from entering into a contract with a company for goods or servides 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) will notboycott Israel during the term of the agreement. Failure to meet or maintain therequirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization.By signing this agreement, Engineer certifies that Engineer’s signature provideswritten verification to the City that Engineer, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible toreceive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under thisprovision 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 Government Code, City is prohibited from entering into a contract with a company forgoods or services unless the contract contains written verification from the companythat it (1 ) does not boycott energy companies; and (2) will not boycott 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 companiesdurIng the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entitiesand Firearm Trade Associations City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 15 of 18 DocuSign Envelope ID: 687B8396-2F70dj2DE-AA41-F6031A93195E Engineer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company forgoods or services unless the contract contains written verification from the 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 trade association. Failure to meet or maintain the requirements under this provision will beconsidered a material breach. P. Termination Right for Contracts with Companies Doing Business with CertainForeign-Owned Companies The City of Denton may terminate this Contract immediately without any further liabilityif the City of Denton determines, in its sole judgment, that this Contract meets the requirements 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 designatedcountry (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia,or other designated country. Q. 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 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 thisprovision, with the knowledge, expressed or implied, of the Contractor shall render theContract voidable by the City. The Contractor shall complete and submit the City’sConflict of Interest Questionnaire. R. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 16 of 18 D6cuSign Env61ope ID: 687B8396-2F70-42DE-AA41-F6031A93195E ;•:qH=r 1: 1 :::: LFf ]:: :n :f : changed by a written amendment executed by both parties. This AGREEMENT may beexecuted 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 ServIces Attachment B - CompensationAttachment C – Changes and Amendments to Standard AgreementAttachment D - Project Schedule Attachment E - Location Map These documents make up the AGREEMENT documents and what is called for by one shall 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. The parties agree to transact business electronically. Any statutory requirements thatcertain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of Ihis document will be deemed an original for all legal purposes. Duly executed by each party’s designated representative to be effective on 11/01/2022 BY:CITY OF DENTON, TEXAS BY:ENGINEER Kimley-Horn and Associates, Inc. ey, City Manager ;ignor, Title Date. 9/29/2022 2022-938608 TEXAS ETHICS COMMISSIONCERTIFICATE NUMBER City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 17 of 18 DocuSign Ehvelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. ATTEST: ROSA RIOS, CITY SECRETARY DocuSlgned bp BY: I bAR&A 1 Director of Caplta1 projects/Clty Engineer Title Capita1 projects/Engineering APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEYDepaitment Date Signed: 9/30/2022 q{inwwbDocuSlgned by: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 18 of 18 iI; W DocuSign Envelope ID:-687B8396-2F70-42D E-AA41-F6031A93195E;'--:-T'r.:@ n ATTACHMENT "A" NEIGHBORHOOD 2 & 6 IMPROVEMENTS Scope of Services W nPROJECT UNDERSTANDING The Scope of Services consists of design and construction phase services for fall depth street reconstruction and utility replacement in the Neighborhood 2 & 6 area, asdefined in Attachment E. This scope of services consists of the following: • • • Approximately -56,600 linear feet of road reconstruction with subgrade stabilization, asphalt paving, concrete cUrb and gutter, and driveway replacements. Relocations ofapproximat61y 30,700 linear feet of 6-inch through 12-inch water main and 28,400 linear feet of 6-inch through 12-inch sanitary sewer. Relocation of approximately 161 properties utility services from an existing alley to the proposed utility line in the street right-of-way. • • Stormwater replacement within Neighborhood 2 & 6 area as determined necessary during design. Sidewalk improvements within Neighborhood 2 & 6 area as determined necessary during design. • Photometric illumination study. The ENGINEER understands the Project will be delivered via Construction Manager at Risk(CM@R). SCOPE OF SERVICES The ENGINEER will perform its services pursuant to the requirements delineated with ATTACHMENT " A". Services under this attachment consist of the following tasks: • • • • • • • • • • • Task 1 – Project Management Task 2 – Coordination Meetings Task 3 – Public Involvement Task 4 – Data Collection Task 5 – Roadway Design Task 6 – Pedestrian Improvements Task 7 – Utility Design Task 8 – Illumination Design Task 9 – Construction Phase Services Task 10 – Record Drawings Task 1 1 – Property Acquisition Services Neighborhood 2 & 6 Improvements 1 of 17 September 9, 2022 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6C)31A93195E Task 1 Project Management Task 1.1 Kick-off Meeting and Risk Workshop The ENGINEER will conduct a kick-off meeting and risk workshop with the project team to determine desigrr criteria, project schedule, discuss project responsibilities, and Qreate a risk register with the following: • Critical issues affecting project cpmpletion • Significant project considerations • Permit requirements • Action plan foi each identified risk Task 1.2 Monthly Status Reports and Invoicing The ENGINEER will provide monthly invoices and status reporls. Task 1.3 Permitting The CITY will be responsible for administration of all permits. The ENGINEER will provideexhibits and information necessary for permit approval. The ENGINEER understands the following pennits will be required: •TxDOT Utility Installation Request (UIR) Task 1.4 CM@R Program Documentation The ENGINEER will assist the eiTY with CM@R program documentation. The ENGINEER will attend one (1) work session with the project team to discuss processes, procedures, and lessons learned as they relate to the CM@R delivery method. Assumptions: • The kiQk-Off meeting and risk workshop will occur after the CM@R has been selected bythe City. • it is assumed Project Management will be required for forty-eight (48) months.Additional Project Management will be considered Additional Services. Deliverables: • Risk register • Monthly invoices and status reports • Meeting agendas and meeting notes • CM@R lessons learned Neighborhood 2 & 6 Improvements 2 of 17 September 9, 2022 TDocuSign Envelope– ID: 687B8396-2F70-42DE-AA41-F6031A93195E Task 2 Coordination Meetings Task 2.1 Coordination Meetings with Project Team The ENGINEER will conduct and document biweekly (every two weeks) coordination meetings with the project team and other kej stakeholders. During these meetings, the design team will discuss design elements, challenges, and make decisions regarding any proposed design options. Task 2.2 Franchise Utility Coordination The ENGINEER will coordinate with franchise utility companies within the projQct area to obtain existing line maps, determine potential conflicts, and provide conflict information tO the CITY for farther coordination. The ENGINEER will assist the CITY iIi review of any hanchise utility relocation plans. Up to seventy (70) hours will be spent on hanchise utility coordination. Any additional time spent beyond the allotted seventy (70) hours will be considered additionalservIces Task 2.3 UNT Coordination The ENGINEER will Qonduct and document an additibnal four (4) meetings with Uniyersity of North Texas (UNT) staff. These additional meetings will focus on project segments within the UNT campus to coordinate design alternatives, cohstructability, and schedule. Assumptions: • it is assumed Coordination Meetings will be required for lhirty-six (36) months. Additional Coordinatiori Meetings will be considered Additional Services. • it is assumed Coordination Meetings with Project Team will occur virtually. • Franchise Utility Coordination _and UNT coordination may be virtual or in-person. Deliverables: • Meeting agendas and meeting notes Task 3 Public Involvement Task 3.1 Public Meetings The ENGINEER will prepare materials, attend, and document as needed for up to three (3) public meetings for each project area, totaling fifteen (15) meetings. The CITY will be responsible for selecting and scheduling meeting location and distributing notifications to the public either through mailers, social media, or email. It is anticipated the public meetings will occur during final design, pre-construction, and during construction. Task 3.2 Project Informational Materials The ENGINEER will assist the CITY with updated project information and materials to be used in council meetings and for a project website. Assumptions: • it is assumed there will be up to five (5) project areas. • it is assumed a public meeting following the Conceptual Design (30%) submittal will be through a video provided by the City. Neighborhood 2 & 6 Improvements 3 of 17 September 9, 2022 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E Deliverables : • Public meeting materials and meeTing notes • Project informational matefials Task 4 Data Collection Task 4.1 Data Collection and Analysis The ENGINEER will collect data to develop a base nlap. This information will be utilized to analyze existing constraints and issues for the development of the conceptual design. The following eleinents will be used to develop the base map. 4.1. 1 Aerial Photography – The ENGINEER will collect aerial photography for the project corridor fromNearMaps and/or available aerial photos korn the CITY. 4.1.2 A+ailableRecord Drawing Research – The ENGINEER will collect any available record drawings from the CITY within the project limits. 4.1:3 4.1.4 4.1.5 AyailableCITY GIS utility information The ENGINEER will utilize the eITY’s online GIS information to compile utility information for the study area. Field Observation – The ENGINEER will conduct up to five (5) site visits to visually document the existing conditions with the CM@R. Utility Data Collection – The ENGINEER will meet with the CITY to discuss historical, existing, and fuTure conditions along the project corridor. Task 4.2 Topographic and Boundary Survey The ENGINEER will prepare a topographic survey and right-of-way determination to be used for civil engineerIng design purpo§es. The topographic survey is to be used iN-house and will not be issued as a stand-alone survey document. 4.2.1 The limit§ of survey will include ten (10) feet beyond existing right-of-way and fifty (50) feet beyond the construction limits for each segment of the project areaidentified in Attachment E. 4.2.2 The survey will consist dE the location of the right-of-way lines and adjoining property lines with existing easements readily available in the public record (this does not include an abstract of title);elevations; contour lines representing the surface of the existirig ground at one foot intervals based on a survey grid system and tied to existing control points; observed (only if clearly visible from the surface) locations of existing water, sewer, storm drain, Ranchise utility facility appurtenances, trees, shrubs, and flowerbeds; pavement, sidewalk, and other visible corridor improvements, and benchmarks established with the survey. Task 4.3 Geotechnical Analysis The ENGINEER will utilize a subconsultant to perform geotechnical analysis to determine an asphalt pavement and subgrade treatment recommendation. Up to one hundred twenty-three (123) bore holes will be completed for the analysis. Additional soil analysis will be obtained for recommendations to be used in retaining wall design. Neighborho9d 2 & 6 Improvements 4 of 17 September 9, 2022 DocuSign Envelope ID: 687B839&2F7042DE-AA41-F6031A93195E Task 4.4 Subsurfage Utility Engineerjng (SUE) +q % The ENGINEER will, via a sub-c9nsultant, exDose certain utilities using SUE methods and collect survey data on their exposed location.- This information will be used during civil engineering design. SUE qualities are described as follows: 4.4. 1 Level B SubsUrface Utility Exploration 0 Quality Level B (QL-B) involves the application of appropriate surface geophysical methods to determine the existence and hodzontal position of virtually all utilities within the project limits. This activity is called "designating". The information obtained in this manner is surveyed to project control. It addresses problems caused by inaccurate utility records, abandoned or unrec6rded facilities, and lost references. o SUE QL-B fee is based on an averageof six (6) underground utilities for roughly 57,600 linear feet. If there ate additional utility lines, or we need to obtain more than 57,600 linear feet for each utility, additional fee may be needed. AdditionalLevel B SUE will be considered additional services. 4.4.2 Level A Subsurface Utility Exploration 0 Quality Level A (QL-A), alsoknown as “locating”, is the highest level of accuracy presently available and involves the full use of subsurface utilityengineering services. It provides information for the precise plan and profile mapping of underground utilities through the nondestructive qxposure of underground utilities. QL-A provides the type, size, condition, material, and other characteristics of underground features. o SUE QL-A fee is based on obtaining up to twenty (20) test holes within the limits of Attachment E. Test hole information will be provided in the construction drawings in a table format. Any additional test holes needed will be consideredadditional services. Deliverables: • Geotechnical Report Task 5 Roadway Design The ENGINEER will prepare construction plans, specifications, and estimates for full depth reconstruction of the street segments identified in Attachment E per CITY standards. All streets will be reconstructed to match existing section widths unless determined otherwise during design. Due to the size of the project, it is assumed that there will be up to five (5) separate submittal packages for each design phase (30%, 60%, 90%, and 100%). The ENGINEER will collaborate with the CM@R on project phasing to determine a submittal plan that adheres to the overall project schedule set in Task 1. Any additional plan submittals will be considered AdditionalServices Neighborhood 2 & 6 Improvements 5 of 17 September 9, 2022 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E Task 5.1 5.1.1 Conceptual Design (30%) The ENGINEER will prepare a 22“x34” Conceptual (30%) Plan Set consisting of the following elements: 0 0 0 0 0 0 0 0 0 0 0 0 0 Cover sheet and index of sheets Project control Utility layout • Existing and proposed horizontal layout Utility design will be performed under Task 7• Roadway typical sections Existing and Proposed• Removals Roadway plan and profile drawings at 1”=20’ horizontal and 1”q’ vertical scale. Sidewalk and curb ramps Sidewalk and carb ramp design will be peffonned under Task 6• Paverhent markings and signage Existing stormwater horizontal layout Retaining wall layoutStandard construction details Conceptual summary of quantities Specification listing 5.1.2 5.1.3 5.1.4 The ENGINEER will provide review of the CM@R’s conceptual deliverable. The ENGINEER will conduct a Conqeptual Design (30%) review meeting for each project area to review and respond to allcomments received from the project team. The ENGINEER will attend one (1) meeting with the CM@R to obtain input for revisions to the construction sequencing, traffic control and detour plans for each project area. Task 5.2 5.2.1 Preliminary Degign (60%) The ENGINEER will respond to and address one (1) round of comments provided by the CITY and CM@R and prepare a 22“x34” Preliminary (60%) Plan Set consisting of the elements in Task 5.1 as ®Qll as the following elements: 0 0 0 0 0 0 General notes Traffic control and detour plans The ENGINEER will develop the construction sequencing, traffic control and overall detour plans based upon guidance from the CM@R. • Erosion control plansCustom construction details Preliminary summary of quantities Specifications and special provisions 5.2.2 5.2.3 The ENGINEER will provide review of the CM@R’s preliminary deliverable. The ENGINEER will conduct and document a Preliminary Design (60%) review meeting for each project area to review and respond to all comments received from the project team. Neighborhood 2 & 6 Improvements 6 of 17 September 9, 2022 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E 5.2.4 The ENGINEER will attenclone (1) meeting with the CM@R to deveIQP the construction sequencing, traffic control and detour plans for each project area. Task 5.3 5.3.1 Final Design (90%) The ENGINEER will respond to and addr9ss one (1) round of comments provided by the CITY and CM@t and prepare a 22’ X34” Final (90%) PlanSet consisting of the elements in Task 5.2 as Well as thefollowing elements: 0 0 0 0 Retaining wall plan and profile drawings at 1?’=20’ horizontal and 1”q’ vertical scale Cross sections at fifty (50) foot increments Final summary of quantities Final specifiCations and special provisions 5.3.2 5.3.3 The ENGINEER will provide review of the CM@R’s final deliverable. The ENGINEER will conduct and document a Final Design (90%) review meeting for each project area to review and respond to all_commdnts received from the projectteam Task 5.4 5.4.1 Final Sealed (100%) Submittal The ENGINEER will respond to and address one (1) round of comments provided by the CITY and CM@R and prepare q Final Sealed (100%) Plan Set consisting of the elements in Task 5.3 as well as the following elements: o Final summary of quantities Q Final sealed specifications and special provisions 5.4.2 The ENGINEER will provide review oftheCM@R’s Guaranteed Maximum Price(GMP). Assumptions: • it is assumed there will be up to five (5) project areas. Deliverables: • Digital 22“x34“ PDF Plan Set for Conceptual (30%), Preljminary (60%), Final (90%), and Final Sealed (100%) Roadway Design. o Up to three (3) 22“x34” hard copies may be submitted at the CITY’s request. • Meeting notes for Conceptual (30%), Preliminary (60%), and Final (90%) Roadway Design review meetings. • ENGINEER’s GMP review for Conceptual (30%), Preliminary (60%), Final (90%), and Final Sealed (100%) Roadway Design. Task 6 Pedestrian Improvements Task 6.1 Sidewalk Design The ENGINEER will provide design for the construction of new and reconstruction of existing pedestrian facilities to meet Americans with Disabilities Act (ADA) compliance as determined by Neighborhood 2 & 6 Improvements 7 of 17 September 9, 2022 DocuSign Envelope ID: 687B8396-2F70-12DE-AA41-F6031A93195E the project team during Task 4. The following design elements will be included with Task 5deliverables: • Sidewalk and curb ramp horizontal locatjon • Curb ramp detail sheets • Pedestrian crossing design as determined with City and stakeholder coordination Task 6.2 Accessibility Review The ENGINEERw ill utilize a subconsultant that is a Registered Accessibility Specialist (RAS) for the purposes of reviewing the proposed sidewalk improvement for conformance with the Texas Accessibility Standards (TAS): The ENGINEER will coordinate with the RAS for project registration with the Texas Department of Licensing and Regulation (TDLR), plan review, and project inspection on site, upon completion of construction. The ENGINEER will make one (1) round of revisions to the plans based on comments received from the RAS. Inspection, planreview, and registration fees for TDLR are included in this fee. Assumptions: • it is assumed there will be one (1) accessibility review for the entire project limits. Task 7 Utility Design The ENGINEER will prepare construction plans, specifications, and estimates for the relocation of the water and sanitary sewer line segments identified in Attachment E per CITY standards. Due to the size of the project, it is assumed that there will be up to five (5) separate submittal packages for eachdesign phase (30%, 60%, 90%, and 100%). The ENGINEER will collaborate with the CM@R on project phasing to determine a submittal plan that adheres to the overall project schedule set in Task 1. Any additional plan submittals will be considered AdditionalServices Task 7.1 7.1.1 Water Design The ENGINEER will prepare the following items for the construction plan set: 0 0 0 000 0 Horizontal layouts for all water line relocations and necessary appurtenances. Vertical profiles for all water line relocations and necessary appurtenancesproviding the required clearance from all known conflicts. Water line details, including connection details. Sequencing notes for shutdown and connection sequencing plans.Abandonment layouts as needed. Temporary and permanent easements as needed. Design tunnels/bores including casing/tunnel liner plate minimum thickness and inside diameter, shafts, allowable methods, control of ground water, and appropriate tolerances with the chosen method. Task 7.2 7.2.1 Sanitary Sewer Design The ENGINEER will prepare the following items for the construction plan set: o Horizontal layouts for all sanitary sewer line relocations and necessary appurtenances. Neighborhood 2 & 6 Improvements 8 of 17 September 9, 2022 DocuSign Envelope ID: 687B8396-2F7042DE-AA41-F6031A93195E 0 0 0 0 0 0 Vertical profiles for all sanitary sewer line relocations and necessary appprten4nces providing the required clearance from all known conflictq. Sanitary sewer line details. Sequencing notes for shutdowh and connection sequencing plans. Abandonment layouts as needed. Temporary and permanerit eqsements as needed.Design tunnels/bores including casingtunnel liner plate minimum thickness and inside diameteR shafts, allowabld mdthods, control of ground water, and appropriate tolerances with the chosen method. Task 7.3 Utility Service Relocations As a part of the utility replacements in the street right-of-Way, the CITY desires to eliminate water and sewer service from alleys and provide new service locations in the street parkway for approximately one-hundred sixty-one (161) properties. 7.3. 1 The ENGINEER will provide up to four (4) plan sheets identifying the location of the Northing and Eastilrg’s of the public meter and/or cleanout and identify the approximate linear footage ofptivate plumbing requited to relocate the privateservices . Task 7.4 7.4. 1 Conceptual Design (30%) The ENGINEER will prepare a 22“x34” Conceptual (30%) Plan Set consisting of the following elements: 0 0 0 0 0 0 Cover sheet and index of sheets Waterline layout • Existing and proposed horizontal layout • Identify potential conflicts Sanitary sewer line layout • Existing and proposed horizontal layout • Identify potential conflictsStandard construction details Conceptual summary of quantities Specification listing 7.4.2 7.4.3 The ENGINEER will provide review of the CM@R’s conceptual deliverable. The ENGINEER will conduct a Conceptual Design (30%) review meeting for each projeet area to review and respond to all comments received from the project team. Task 7.5 7.5.1 Preliminary Design (60%) The ENGINEER will respond to and address one (1) round of comments provided by the CITY and CM@R and prepare a Preliminary Design (60%)- Plan Set consisting of the elements in Task 6.3 as well as the following elements: o Abandonment layout o Waterline plan and profile drawings at 1”=+0’ horizontal and 1”N’ vertical scaleo Sanitary sewer line plan and profile drawings at 1”d+0’ horizontal and 1”#’ vertical scale Neighborhood 2 & 6 Improvements 9 of 17 September 9, 2022 DocuSign Envelope ID: 687B8396-2F70-42D_E-AA41-F6031A93195E 0 0 0 00 0 00 Plan view of the base map shajl have all above ground features shown and clearly labeled along with existing utilities t>ased on field ties and record information. Plan view shall include design notes-for stationing, size, slope, pipe material, embedment, length and construction method. Profile View shall include design notes for stationing, size, slope, flow-line of pipe, pipe material, embedment, length and constnrction metho qi.Standard construction details Preliminary water line details, including connection details. Traffic control and detorlr plans • The ENGINEER will develop thi con$truction sequencing, traffic control and overall detourplans based upon guidance from the CM@R. Prelirriinary summary of quantities Specifications and special provisions 7.5.2 7.5.3 The ENGINEER will provide review oft he CM@R’s preliminary deliverable. The ENGINEER will conduct and document a Preliminary Design (60%) review meeting for eaCh project area to review and respond to all comments received from the project team. Task 7.6 7.6.1 Final Design (90%) The ENGINEER will respond to and addressone (1) round of comments provided by the CITY and CM@R and prepare a Final Design (90%) Plan Set consisting of the elements in Task 6.4 as well as the following elements: o Surface repair sheets and details as needed o Final summary df quantities o Final specifications add special provisions 7.6.2 7.6.3 The ENGINEER will provide review of the CM@R’s final deliverable. The ENGINEER will conduct and document a Final Design (90%) review meeting to review and respond to all comments received from the project. team Task 7.7 7.7.1 Final Sealed (100%) Submittal The ENGINEER will respond to and address one (1) round of comments prOvided by the CITY and CM@R and prepare a Final Sealed Design (100%) Plan Set consistingof the elements in Task 6.4 as well as the following elements: o Final summary of quantities o Final specifications and special provisions 7.7.2 The ENGINEER will provide review of the CM@R’s GMP. Deliverables: • Digital 22“x34“ PDF Plan Set for Conceptual (30%), Preliminary (60%), Final (90%), and Final Sealed (100%) Utility Design. o Up to three (3) 22“x34” hard copies may be submitted at the CITY’s request. • Meeting notes for Conceptual (30%), Preliminary (60%), and Final (90%) Utility Design revlew meetmgs . Neighborhood 2 & 6 Improvements 10 of 17 September 9, 2022 W S FDocuSign Envelopd ID: 687B8396-2F70-42DE-AA41-F6031A93195E E} :{,V„.,.Bell?I:='Xi;Ii;;i 0 + • ENGINEER’s GMP reviewf or Conceptual (30%), Preliminary (60%), Final (90%), and Final Sealed (100%) Utility Design. Assumptions: • it is assumed there will be up to five (5) project areas. Task 8 Illumination Design Task 8.1 Kick,off Meeting The ENGINEER will condUct a kick-offm9eting with the CITY, Denton Municipal Electrie (Dm), and UNT to determine design criteria and preferred light fixtures. Task 8.2 8.2. 1 Photometric Analysis The ENGINEER will provide a photometric analysis for the street segments identified in Attachmpnt E based onexisting infrastructure. Existing fixture locationsand specification to be providdd by DIME. 8.2.2 The ENGINEER will provide a photometric analysis for the street segments identified in Attachment E based on proposed infrastructure in accordance with CITY and DME requiremehts. Proposed fixturq specifications to be provided by DME. Tha photometric analysis will consist of modeling fixtures to meet roadway illumination level requiremehts. 8.2.3 The ENGINEER will prepare a 22“x34“ photometric exhibit for each street segment to be submitted with the Task 5 Conceptual Design (30%) submittal. Task 8.3 Illumination Design The ENGINEER will prepare construction plans, specifications, and estimates for illumination design of up to fifty percent (50%) of the segments identified in Attachment E per CITY standards. The segments to be designed will be determined by CITY staff. 8.3.1 The ENGINEER will gather available as-built information from the CITY includingexisting lighting infrastructure. As-built information received from the CITY will be visually verified in the field, 8.3.2 The ENGINEER will meet on-site with CITY street lighting staff to determine streetlight circuit configurations. The ENGINEER will also meet on-site with DME to determine service feed options for the proposed street lighting. 8.3.3 The ENGINEER will prepare the illumination plans in accordance with CITY guidelines. The following design elements will be included with Task 5 Preliminary (60%), Final (90%), and Final Sealed (100%) deliverables: o Existing Conditions and Removals o Proposed Illumination Layout o Wiring Charts o Summary Sheets Neighborhood 2 & 6 Improvements 11 of 17 September 9, 2022 DocuSign Envelope ID: 687B839&2F70-42DE-AA41-F6031A93195E o Electrical Service Panel Schedules Deliverables : • Digital 22“x34” PDF Exhibits for Photometric AnalysiS with Conceptual (30%)deliverables. • Digital 22“x34“ PDF Plans for Illumination Design with Preliminary (60%), Final (90%),and Final Sealed (100%) deliverables. Assumptions: • Illumination design will be completed for up to fifty percent (50%) of project segments. Task 9 Construction Phase Services Task 9.1 PreConstruction Conference The ENGINEER will attend a pre-construction conference prior to commencement of work at the site for each project area. Task 9.2 Regular Construction Meetings The ENGINEER will attend monthly construction meetings with the project team. Task 9.3 Site Visits 9.3.1 9.3.2 The ENGINEER will conduct one (1) site visit for the entire project limits each month during construction and perform construction observation. The ENGINEER shall not, during such visits or as a result of such observations of the CM@R’s work in progress, supervise, direct, or have control of the CM@R’s work, nor shall the ENGINEER have authority over or responsibility for the means, methods, techniques, equipment choice and usage, sequences, schedules, or procedures of construction selected by the CM@R, fQr safety precautions and programs incident to the CM@R’s work, nor for any failure of the CM@R to comply with laws and regulations applicable to the CM@R’s furnishing and performing the work. Accordingly, the ENGINEER neither guarantees the performance of any contractor nor assumes responsibility for any of the CM@R’s failure to furnish and perfotm its work in accordance with the Contract Documents. Task 9.4 Recommendations with Respect to Defective Work Provide recommendations to the CITY that CM@R’s work be disapproved and rejected while it is in progress if, on the basis of site visit evaluations, the ENGINEER believes such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrjty of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Notwithstanding the foregoing, the CITY reserves the right to disapprove or reject the CM@R’s work without a recommendation from the ENGINEER. Task 9.5 Clarifications and Interpretations Issue necessary clarifications and interpretations of the Contract Documents to the CITY as appropriate to the orderly completion of the CM@R’s work. Such clarifications and Neighborhood 2 & 6 Improvements 12 of 17 September 9, 2022 DocuSign Envelope it): 687B839&2F7042DE-AA41-F6031A93195E interpretations will be consistent with thQ intent of the Contract Documents. Field orders authorizing Variations from the requirements of the Contract Documents will be wade by theCITY Task 9.6 Change Orders 9.6. 1 Recomibend change orders to the CITY, as appropriate. 9.6.2 Review and make recommendations related to Change Orders submitted or proposed by the CM@R. Task 9.7 Shop Drawings and Samples Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which the CM@R is rQquired to submit, but only for conformance with the information giVen in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such review and approvals or other action will not extend to means, methods, techniques, equipment choice and usage, sequences, schedules, orprocedures of construction or to related safety precautions and programs. Assumes up to one hundred (100) shop drawings. Task 9.8 Substitutes and “or-equal” Evaluate and determine the acceptability of substitute or “or-equal” materials and equipment proposed by the CM@R in accordance with the Contract Documents, but subject to the provigions of applicable standards of state or local government Qntitids. Task 9.9 Inspections and Tests Review certificates 6f inspections and tests within the ENGINEER’s area of responiibility for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. TheENGINER will be entitled to rely on the results of such testgand facts being certified. The scope of services assumes the pumps and motors will go through a non-witnessed factory test. Attending testing will be considered additional services. Task 9.10 Disagreements between City and Contractor As necessary, the ENGINEER will, with reasonable promptndss, render initial written decision on all claims of the CITY and CM@R relating to the acceptability of the CM@R’s work or the interpretation of the requirements of the Contract Documents pertaining to the progress of the CM@R’s work. In rendering such decisions, the ENGINEER will be fair and not show partiality to the CITY or CM@R and will not be liable in connection with any decision rendered in good faith in such capacity. The initial decision of the ENGINEER shall be required as a condition precedent to mediation or litigation of any claim arising prior to the date final payment is due to the CM@R, unless thirty (30) days have passed after a claim has been referred to the ENGINEERwith no decision having been rendered. Task 9.11 Final Walkthrough and Punchlist Preparation 9.11.1 Attend final walkthrough with the CM@R and CITY to determine if the completed work of the CM@R is generally in accordance with the Contract Documents. Neighborhood 2 & 6 Improvements 13 of 17 September 9, 2022 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E a. Limitation of Responsibilities: The ENGINEER will not be responsible for theacts or omissions of any contractor, suppliers, or Qf any other individual entity performing or furhishing the work. The ENGINEER will not have the authority or responsibility to stop the work of any contractor. 9.11.2 Compile punch list from information gathered during final walkthrough with the CITY and CM@R. Assumptions : • it is assumed the congttuction phase will be for forty-two (42) months. AdditionalConstruction Phase Services will be considered Additional Services. Task 10 Record Drawings Task 10.1 Record Drawings 10. 1.1 Obtain and review commentsand field changes on the construction plans from the CITY and CM@R. 10.1.2 Prepare record drawings based on comments and field changes. The ENGINEER will not be providing resident engineering services and will not be observing on a full- time basis and will therefore notseal the record drawings. The record drawings will be provided as digital 22“x34“ PDF. Task 11 Property Acquisition Services Task 11.1 Property Exhibits 11.1.1 The ENGINEER \Pill prepare up to one-hundred sixty-one (161) property exhibitg for use with a right-of-entry letter to be provided by the CITY. Each property exhibit willshow the property lines, address, property owner infofination, and proposed layout of new utility service. 11.1.2 The ENGINEER will incorporate one (1) round of comments on each exhibit provided by the CITY following CITY staff meeting with the property owner. Task 11.2 Temporary Construction Easements 11.2.1 The ENGINEER will prepare a mens and bounds description and sketch showing thelocation and dimensions for proposed easements. Easement language will either be the unaltered standard language provjded by the local jurisdiction, or as agreed to by the Grantor and Grantee and provided complete to the ENGINEER. The CITY willfile the documents. The ENGINEER will prepare up to forty (40) temporary construction easementdocuments. Task 11.3 Property Acquisition Services 11.3.1 ENGINEER will perform the following services for Easement Acquisition Services: 1. ENGINEER’s Real Estate Agent shall provide appraisals for proposed easements on up to forty (40) parcels for the proposed lines. Appraisals will be approved by Neighborhood 2 & 6 Improvements 14 of 17 September 9, 2022 ;: T-.!;; DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E e the City prjor to beginning negotiations with property owners. The appraisals will be prepared by State Certified Appraisers in accordance with the Uniform Standards of Professional Appraisal Practice Act (USPAP). The appraisals will be suitable for use in condemhation proceedings, if necessary. Provide propetty neg6tiatiolr services for up to forty (40) parcels for the prop6sedline as follows: 2. - - a. 1 ne OIler tO Durcrlase tIle DroDe IThe offer tO purchaset he propertIes will be based on the appraisals as indicated above. The City will establish the valuet o be used' in negotiation and the range of negotiating authority to be given to the right-of-way agent.pNGINEER’s Real Estate Agent will provide the services of qualified right- of-way agents to secure the required easements for the pfoj9ct. The right-of-way agentsw iII provide each property owner-a copy of The Texas Landowner Bill of Rights, but will NOT be required to provide negotiation services underthQ Uniform Relocation and Acquisition Act (Uniform Act). b.ENGINEER’s Real Estate Agent will negotiate pn behalf of the City and utilize conveyance documents and other neQessary forms as prescribed by the City. ENGINEER’s Real Estate Agent will provide a good faith effort to acquire the rights=of-way throUgh a negotiation process, which will generally consist of three (3) contacts with the property owner, or his authorized representative. A maximum of five (5) total contacts will be provided to reach an agreement with the property owner, or to determine that further negotiations will be non-productive and that eminent domain actions will be necessary to acquire the property. If absentee owners are involved, the negotiations may be conducted via telephone, fax, or by mail. If the schedule foracquisition of the easement or other factors arise, which make it expedient, travel ovtside the project area to meet with the absentee owners may be desirable. If such events arise, the travel must be specifiCally authorized by the City. If such travel is authoriz9d, the expenses involved, including the agent’sservices, will be considered additional services. C.The initial offer made to the property owner will be based on the value authoriZed by the City. All counter-offers by the property owner, along with ENGINEER’s Real Estate Agent recommendations will be presented to theCity for consideration. The City must establish and recommend such counter offers before ENGINEER’s Real Estate Agent will be authorized to agree to the requested changes. All monetary offers made to the property owners will be within the limits authorized by the City in the various stages of the negotlatron. d. After reaching an agreement with the landowner on the consideration and all other terms of the transaction, ENGINEER’s Real Estate Agent will forward to the City a Memorandum of Agreement (M/A) executed by the property owner to be ratified by the City. This M/A sets forth the compensation and any other terms and conditions agreed upon. The City will be responsible for obtaining the City’s ratification and for returning the ratified M/A to ENGINEER’s Real Estate Agent. ENGINEER’s Real Estate Agent will theninform the Title Company that the parcel is ready for closing. ENGINEER’s Real Estate Agent will coordinate contacts with the CITY to deliver any payments to the Title Company prior to closing. 3. Neighborhood 2 & 6 Improvements 15 of 17 September 9, 2022 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E 4.This Scope of Services assumes that costs for Title Comrnkmen[s, Title Policies and recording fees will be purchased by the City through the a§sistajlee of the ReaIEstate Agent. The amount paid for the Title PoliCies will not exceed f)remium amounts set by the Texas Department of Insurance and agreed upon in advance between the City and the Title Company. Any additional Title Company services such as recording fees shall be agreed upon in advance between the City and the Title Company. ENGINEER’s Real Estate Agent will review liens or other exceptions reported in the Title Commitment. ENGINEERwill coordinate the locatiQn and the effect of any utility easements. ENGINEER will report the results of the Title Commitment to the City, recommending the disposition of the exceptions. The decision whether the reported exceptions areacdeptable or must be eliminated will be the responsibility of the City. Any action required to clear title is not included in the Scope of Work for this project, and if required, will be considered Additional Services. 5. 6 7 ENGINEER’s Real Estate Agent will coordinate and attend all closings at the Title Company, ENGINEER’s Real Estate Agent will confirm that the Title Company records all documents at the Denton County Courthouse after closing. ENGINEER’s Real Estate Agent will confirm that the Title Company forwards copies of all recorded documents to the City. Neighborhood 2 & 6 Improvements 16 of 17 September 9 , 2022 DocuSign Envelope ID: 687B8396-2F70'42DE-AA41-F6031A93195E ADDITIONAL SERVICES The following additional services are not anticipated as- bag of this Scope of Services agreement,however; can be provided if deemed necessary during the Project development process. The ENGINEER will not provide the additional services listqd below without the written consent and appraval of the CITY. • Redesign to reflect project scope changes requested by theCITY, eM@R, or TxDOT, required to address changed conditions or change in direction preViously approved by the CITY, mandated by changing governmental laws, or necessitated by the CITY’s acceptance of substitutions proposed by the contractor. Additional meetings. Additional construction- site visits Additional construction shop drawing and sample review and comment Additional traffic cohtrol plan details Preparing additional right-of-way or easement documentation. Construction management and inspection services. Performance of materials or sp6cialty testirig services. Services necessary due to default of the CM@R. Design of franchise ytility relocations. Traffic signal design. Illumination design beyond what is listed in the above scope of services. Design of CITY utility relocations beyond what is listed in the scope of services. Architectural dr31) renderings. Services related to damages caused by fire,flood, earthquake or other acts of God. Services related to warranty claims, enforcement, and inspection aftet final comp16tion. Serviceg related to survey construction staking. Services to support, prepare, document, bring, defend, or assist inlitigation undertaken or defended byt he CITY. Performance of miscellaneous and supplemental services related to the project as requested by the CITY. Any services not listed above. • • • • • • • • • • • • • • • • • • • Neighborhood 2 & 6 Improvements 17 of 17 September 9, 2022 DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195Eg ATTACHMENT "B't NEIGHBORHOOD 2 & 6 IMPROVEMENTS Compensation Total compensation f9r the ENGINEER completed under the terms of this agreerTrent shall be atotal not-to-exceed $5,726,000 for all services including reimbursable expenses. The CITY shall compensate the ENGINEER as follows: BASIC SERVICES Lump Sum The ENGINEER will perfonr} the services in Tasks 4-8.2 and 11.1 for the total lump sum fee below. Individual task amounts are informational only. All permitting, application, and similar project fees will be paid directly by the CITY. •Task 4 – Data Collecti6n o Task 4.1 – Data Collection and Analysis o Task 4.2 – Topographic Survey o Taik 4.2 –Utility Service Relocation Survey o Task4.3 – GeoteQhnical Analysis Task 5 – Roadway Design Task 6 – SidewalkDesign Task 7 – Utility Design o Task 7.1– Water Design o Task 7.2 – Sanitary Sewer o Task 7.3 – Utility Service Relocations Task 8.2 – Illumination Study Task 11.1 – Property Exhibits $ $ $ $ $ $ 239,300 232,600 49:800170,500 1 ,905,400 39,800 • • • S S $ $I S 575,300 309,800 32,200 123,000 63,000 3,740,700 • Lump Sum Total Lump sum fees will be invoiced monthly based upon the overall percentage of services performed. Individual task amounts are provided for budgeting purposes only. The ENGINEER reserves the right to reallocate amounts among tasks as necessary. Hourly Not to Exceed The ENGINEER will perform the services in Tasks 1-3, 4.4, 6.2, and 8.3-12 on a labor fee plus expense basil with the maximum labor fee shown below. • • • • • Task 1 – Project Management Task 2 – Coordination MeetingsTask 3 – Public Involvement Task 4 – Data Collection o Task 4.4.1– SUE Level B o Task 4.4.2 – SUE Level A Task 6.2 – RAS Specialist $ $ $ $ $ $ 169,400 134,400 34,900 512,200 27,500 6,600 Neighborhood 2 & 6 Improvements 1 of 3 September 9, 2022 DocuSign Envelope ID: 687B83g6-2F7042DE-AA41-F6031A93195E • • • • • • Task 8.3 – Illumination DesignTask 9 – Construction Phase Services Task 10 – Record Drawings Task 11.2 – Temporary Construction Easements Task 11.3 – Property Acquisition Services Task 12 – Rehhbursable Expenses $ $ $ $ $ $ $ 361,500 450,200 21,300 33,000 217,800 16,500 1,985,300Hourly Not to Exceed Sum Total The ENGINEER will not exceed the total maximum labor fee shown without authorization from !he CITY Individual task amounts are-provided for budgeting purposes only. The ENGINEERreserves the right to reallocate amounts among tasks as necessary. Labor fee will be billed on an hourly b4sis according to our then-current rates, As to these tasks, direct reimbursable expenses such as expressdelivery services, fees, air travel, and other direct expenses will be billed at 1.10 times cost. A percentage of labor fde will beadded to each invoice to cover certain other expenses as to these tasks such as telecommunications, in-house reproduction, postage, supplies, project related computer time, and local mileage. Administrative time related to the project may be billed hourly. All permitting,application, and similarproject fees will be paid directly by the CITY. Payment will be due within 30 days of your receipt of the invoice and should include the invoice number and Kimley-Horn project number. EXTRA SERVICES Any services not specifically provided for in the above scope and authorized by the CITY, wijl be billed as additional services, and performed at our then current hourly rates. Neighborhood 2 & 6 Improvements 2 of 3 September 9, 2022 DocuSign Envelope ID: 687B8396-2F70;42DE-AA41-F6031A93195E STANDARD RATE SCHEDULE The ENGINEER’s h6urly rate-schedule is as shown below: Ahalyst Professional Senior Professional I Senior Professional II Senior Technical Support Support Staff Technical Support 8150 - $230 $200 - $275 $240 - $330 $295 - $350 $150 - $260 $105 - §135 $95 -$ 140 These rates are effective through December 3 1, 2022, after which they are subject to periodic adjustment. Neighborhood 2 & 6 Improvements 3 of 3 September 9, 2022 DoCuSign Envelope ID: 687B8396-2F70-42DE-AA41-F6031A93195E ATTACHMENT “C” CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Design Services for NEIGHBORHOOD 2 & 6 IMPROVEMENTS No inodifications to the Standard Agreement are necessary for this project. City of Denton, TexasPage 1 of 1 DocuSign Envelope ID: 687B8396-2F70dj2DE-AA41-F6031A93195E Jlr - - : ATTACHMENT “D” PROJECT SCHEDULE Design SQrvices for NEIGHBORHOOD 2 & 6 IMPROVEMENTS The ENGINEER will coordinate with the CITY and CM@R to develop an acceptable schedule during the project kick-off meeting. City of Denton, TexasPage 1 of 1 / .- d a ’@ + e ATTACHMENT E CITY OF DENTON OMAR f \ 1 1PROJECT AREAS NEIGHBORHOOD 2 & 6 la Date: 8/9/2022 Existinq Infrastructure Water Lines Sewer Gravity Main Background Data Road Railroad FEMA Floodplain leo {© ()Proposed Infrastructure Proposed Roadway Proposed Water – Proposed Wastewater "'""'' Proposed Utility ServiceRelocations Kimley »>Horn 1 in = 300 feet a Cc) sim DocuSign Envelope ID: 687B8396-2F70-42DE-AA41-F?031f9319REtachment CIQ CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other person doing business with local governmental enti This questionnaire reflects changes mac4egular Session. FORM CIQ This questionnaire b being filed in accordance with Chapter 176, Local Government Code,by ay endgr who has a business relationship as definedby Section 176.001 (1-a) With a local governmental entity and the vendor meets requirements urider Section 176.006(a) and by City of DentonEthics Code, Ordinance 18-757. By law this questionnaire must be filedwith 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 thevendor knowingly violates Section 176.006, Local Government Code.misdemeanor.a diy. An offense under this section is a Klmley-Horn and Associates , Inc. 2 a Check this box if you ard filing an update to a previouslyfiled questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which yau becaMe aware that the original19 filed questionnaire wasincomplete or ihaccurat6.) d &ame of local governmenfomcer abOut whom the information in this section is being disclosed. N/A Name of Officer Describe each employmentor other business relationship with the local government offiQer, or afamily 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, (item3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other busIness relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is theJocal government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?E] ;es n Nd B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity?= Yes = No C. Is the filer of this questionnaire employed bV a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? E] Yes D No D.Describe each employment or business and family relationship with the local government officer named in this section. 4 5 LJ 1 have no Conflict of Interest to disclose. 9/29/2022 FgnatTeS with the governmental entity Date DocuSign Envelope ID: 687B8396-2F70-42DE:AA41-F6031A93195E CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Bir Acomplete copy ofChaptef 176 ofthe Local Governmeni Code may be found at http://www.statutes.legis.state.a.us/ Docs/LG/htm/LG176.htm. for easyreference, below are some of the sections cited on this form. Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial ac-tivity of oie of theparties. The termdoes not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local govetnmental entity or an agency ofa federal, state, or localgovernmental entity; (B) a transgction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003(a)(2)fA) and (B): (A) A local governfnent officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local govemmental entity and vendor has been executed; or (ii) the local govemmental entity is considQring entering into a contract with the valdoB (B) has given to the local govemment officer or a family member oftheofHcer one ormordgifts thathave an aggregate value ofmore than $ 100 in the 12-month periodpreceding the date the officer becomes aware that: (i) a contract between the local governrhental entity and vendo£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 shin file a completed conflict of interest questionnaire ifthe 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 of thc officer, described by Section 176.003(a)(2)(A); (2) ha! given a local government officer of that local governmental entity, or a family member of the oMer, one or more gifts with the aggregate value specinedby Section 176.003(a)(2)(B), excluding any gift described by Section 176.o03(a- 1 ); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) TIle 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) submitsto the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local govemmentalentity; or(2) the date the vendor becomes aware (A) of an employment or other businesg 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) ofa family relationship with a local government oaicer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3d degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real propgny 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 ($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 anahgement 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 DocuSign Certificate Of Corripletion Envelope Id: 687B$3962F7042DEAA41 F6031A93195E :i Subject: Pleasd DocuSign: City Council Contract 7599-010 CMAR Neighborhood 2 & 6 Design Source Envelope: Status: Completed Document Pages: 44 Certificate Pages: 7 AutoNav: Enabled Signatures: 6 _ – Initials: 1 Envelope Originator:Cori Power 901 B Texas Street Denton, TX 76209 cori.power@cityofdenton.corn IP Address: 198.49.140.–1 04 Envelopeld Stamping: Enabled Time Zone:(UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 9/27/2022 1 1 :20:00 AM Holder: Cori Power con.power@cityofdenton.com Location: DocuSign Signer Events Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 9/27/2022 1 1 :30:03 AM Viewed: 9/27/2022 1 1 :36:36 AM Signed: 9/27/2022 11 :40:01 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: 9/27/2022 1 1 :40:06 AM Viewed: 9/28/2022 9:16:14 AM Signed: 9/28/2022 9:16:44 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) Sent: 9/28/2022 9:16:50 AM Viewed: 9/29/2022 1:12:48 PM Signdd: 9/29/2022 1:14:41 PM Signature Adoption: Pre-selected Style Using IP Address: 47.24.6.135 Electronic Record and Signature Disclosure:Not Offered via DocuSign Scott Arnold Scott.arnold@kimley-horn.com Vice President Kimley-Horn and Associates, Inc. Security Level: Email, Account Authentication(None) b DA+1S+1Bd IyrI l„#Ihl,DrB5A80a81EE4e9. Sent: 9/29/2022 1:14:46 PM Viewed: 9/29/2022 1 :18:30 PM Signed: 9/29/2022 1:18:54 PM §ignature 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-e5cc-4b57-8548=ldd7e031355d Signer Events Rebecca Diviney Rebecca.Diviney@cityofdenton.com Director of Capital Projects/City Engineer Capital PrQjects/Engineering Security Level: Email, Account Authentication(None) b;Signature Timestamp Sent: 9/29/2022 1:19:00 PM Viewed: 9/30/2022 9:26:05 AM Signed: 9/30/2022 g26:28 AM i Signature_ Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 9/30/2022 9:26:05 AMID: 8e4bd9df-889bJlb5c-bdb7-d4134aff837f Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authehtication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 9/30/2022 9:26:33 AM Viewed: 9/30/2022 9:43:08 AM Signed: 9/30/2022 9:52:41 AMUsing IP Address: 198.49.140.10 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: 9/30/2022 9:52:49 AM Viewed: 11/2/2022 7:54:23 AM Signed: 11/2/2022 7:54:35 AMUsing IP Address: 198.49.140.104 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 11/2/2022 7:54:43 AM Viewed: 11/2/2022 8:01 :33 AM Signed: 11/2/2022 8:01 :49 AM Signature Adoption: Pre-selected Style Using IP Address: 107.77.198.218 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) 'DoaBbned bICI M R&++ ,ICSCA8CSEI 75493. Sent: 11/2/2022 8:01 :56 AM Viewed: 11/2/2022 7:11 :44 PM Signed: 11/2/2022 7:12:13 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 11/2/2022 7: 11 :44 PMID: 3dcacb8a-1 15a4b89-ada6-19524b796bc9 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Status Timestamp Certified Delivery 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 Sent1 9/27/2022 11 :40:06 AM Gretna Jones gretna.jbnes@dityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) ElectrQnic Record and Signature Disclosure:Not Offered via DocuSign sant: 9/30/2022 9:52:47 AM Viawed: 10/3/2022 2:13:57 PM City Secretary Office citysecretary@cityofdent6n.cofn Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/2/2022 7:12:19 PM Viewed: 11/3/2022 8:06:58 AM Colton Hermes colton.hermes@kimley-horn.com Security Level: Email, AccountAuthentication(None) Electronic Record and Signature Disclosure:Accepted: 5/4/2022 12:03:39 PMID: 6230fab2-675b-4382-ac5d-993404bled7e Sent: 11/2/2022 7:12:22 PM Seth Garcia Seth.Garcia@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 9/12/2022 2:43:50 PMID: c557219a-c949-464a-a980-29b49154ad04 Sent: 11/2/2022 7:12:22 PM Viewed: 11/3/2022 7:45:49 AM Cheyenne Defee cheyenne.defee@cityofdenton. com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/2/2022 7:12:26 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 9/27/2022 11 :30:03 AM 11/2/2022 7:11 :44 PM 11/2/2022 7:12:13 PM 11/2/2022 7:12:26 PM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps a: = : + 1 ,j!=n•HP:i+ = - F + =nI•Electronic Record and Signature Disclosure nUn He nT+ VTr .+ +T = =arUn n=H= === mbnp ' +++a=dl• ’-- q= '\;\ n' - +. +Ub ' ' ' f ' , n WT: . e V = !TJ : i =C B + H • b +T • + = + = =T + r oh T + H +: F f = = • n r == = = F L : r H • U n •• • = • \n r\:a • n H• I • F : if H: + ; n 6 +1 + :B + i tenI• I === nj; r+ :•T:: : =+ ;} : /t;[ n ++ b: ; : 11 +: \{:ill + n I= =? ' I +' . +UHF + q h A n n T h r : q + B + n r V S n nqL •n J h& nn + : + • h •\+ r. +IVe +V • W } =HIIi a T U --BElectronic Record and Signature Disclosure created on: 7/21/2017 3L59:03 PM Parties agreed to: Scott Arnold, Rebecca Diviney, Rosa Rios, calton Hermes, Seth Garcia ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From jime td_ time, City of Denton (we, us or Company) may be require_d bylaw to provide to you certain written notices OF disclosures. Described below are the tamIls and condition§ for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefuILy and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and CQnditiOns, please confirm your agreement by clicking the ’I agree' button at the bottom ofthis document. Getting paper copies At any time, you may requdst from us a paper copy of any reeord provided or made available electronically to you by us, For such copies, as long as you are an authorized user of the DocuSign system you will have the ability todownload and print any documents we send to you through your DocuSign user account for a limited period of time (usuall9 30 days) after such dochments are first sent to you. After such time, if you wish for Us to send yOjI paper copies of any such docum9nts from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper Copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper forfnat. How you mu$ inform us of your decision toreceive fature notices and disclosure in paperformat and withdraw your consent to receive notices and disClosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until @e receive back from youy our acknowledgment of your reeeipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign ’Withdraw Consent’ form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the samemethod and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper form4t through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. C;II:::: How to contact City of Denton: You may contact us to- let us know of your Changes ag to how we may contact you electronically, to request paper copies of c6rtairi informatjon frotn uil and to withdraw your prior consent to receive notices and disclosures Qlectronically as follows: To contact us by email- send messages to: purchasing@ cityofdenton.com + h T F M f : +II ; • JIIi !!:r I I +• To advise City of Denton of your new e-mail address To let us kno@ of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your prQvious e-mail address, your new e-mail address. We do not require any other information from you to change your email address. . In addition, you must ndtify D6QuSigrI, Inc to arrange for your new email address to be refjected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices-and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must staje your e-mail, full name, IS Postal Address, teIQphone number, and account number. We do not need any other information from-you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to brocess.. uired hardware and software erating Systems Browsers (for SENDERS Browsers (for SIGNERS): I Internet Explorer 6.0? or above lternet Explorer 6.0?, Mozilla FireFox 1.0 NetScape 7.2 (or above Less to a valid email account800 x 600 minimum Email Screen Resolution Enabled Security Settings •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings viaroxy connection 88 These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm tous that you can acCess this information electrOnically, which will be similar to other electronic notices and_disclosures that we will provide to you, please verify that you were able to read this electroniC disclosure and that you also were able to print on paper Ol eldctronically save this page for your future reference and acCess or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on theterms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I CQnfirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where Ican print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documentst hat are required to be provided or made available to me by City of Denton during the course of my relationship with you.