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23-173ORDINANCE NO. 23-173 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH CONSOR ENGINEERS, LLC, FOR CONSTRUCTIONPROJECT MANAGEMENT AND INSPECTION SERVICES FOR THE MAYHILL PHASE 2 PROJECT AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OFFUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7894-o02 –PROFESSIONAL SERVICES AGREEMENT FOR MANAGEMENT AND INSPECTION SERVICES AWARDED TO CONSOR ENGINEERS, LLC, IN THE NOT-TO-EXCEED AMOUNT OF $701,289.08). WHEREAS, on March 22, 2022, the City Council approved a pre-qualified professional services list for construction inspection and construction management services for various Capital Investment Projects within the City of Denton (Ordinance 22-523), and the professional services provider (the “Provider”) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, this procurement was undertaken as part of the City’s governmental function;and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider’s profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDArNS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with to CONSOR Engineers, LLC, to provide professional management and inspection services for the City of Denton, a copy of which is attached hereto and incorporated by referenceherein SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein byreference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by Bf fall Beck and seconded by &use [U4JIB . This ordinance was passed and approved bythe following vote [k - ILl : Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 : Brian Beck, District 2: \r \/ X,/ \/r- Jesse Davis. District 3 : Vacant, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED this the J+ t’~- day of ATTEST: ROSA RIOS, CITY SECRETARY _#/,2 _ dh, APPROVED AS TO LEGAL FORM: MACK RETNWAND, CITY ATTORNEY Digitally signed byMarcella Lunn DN: cn=Marcella Lunn. o. \.IN\\rbT,=::,=, PS=F,nX,@d,y,fdenton.com, c=US Date: 2023.01.12 13:37:37 -06'OO' WP,LVdUJ\ DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F DENTON Docusign City Council Transmittal Coversheet 7894-002 File Name Mayhi11 Rd Phase 2 Construction InspectIon Servlces Purchasing Contact c ''1 p '"'’ City C,,„,iIT„g,t D,t, J "~-"-“ 24’ 2023 App1 i cab1 ePiggy Back Option NOt Contract Expiration Ordinance PSA N/A 23-173 DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONALSERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality("CITY"), and CONSOR Engineers, LLC, with its corporate office at 6606 LBJ Freeway,Suite 150, Dallas, TX 75240 and authorized to do business in Texas, ("ENGINEER"), for aPROJECT generally described as: Mayhill Rd Phase 2 Construction Inspection Services(the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agreesto perform, professional engineering services set forth in the Scope of Servicesattached hereto as Attachment A. These services shall be performed in connectionwith the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall notpay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specificallyagreed that ENGINEER shall not be compensated for any additional work resultingfrom oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to thisAGREEMENT in an amount not to exceed $701,289.08 in the manner and inaccordance 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 shall be for a term beginning upon the effective date, as described below, and shall continuefor a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT tocompletion as described in the PROJECT schedule as set forth in Attachment C. 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: 455D78AB-OA2A4955-A964-59FA06370F3F 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 C to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under thisAGREEMENT. Invoices for the uncontested performance of the particularservices are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of anybalance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) in the event of a disputed or contested billing, only that portion so contested willbe withheld from payment, and the undisputed portion will be paid. The 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 in good faith within 60 days of the amount due, the ENGINEER may, after giving 7days' written notice to CITY, suspend services under this AGREEMENT 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 similar circumstances 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 Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity forsubcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to beperformed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) in soils, foundation, groundwater, and other subsurface investigations, theactual characteristics may vary significantly between successive test points andsample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties insubsurface evaluations, changed or unanticipated underground conditions mayoccur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of theENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink onreproducible mylar sheets and electronic files in .pdf format, or as otherwise approved byCITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use ofsuch drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site,whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITYand/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, andresponsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with theAGREEMENT Documents and any health or safety precautions required bysuch construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or 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 orresponsibility 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: 3/22/22Page 3 of 18 DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F 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 as 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 workon 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 services set forth inthe Scope of Services, the ENGINEER shall be entitled 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 current available information at the time of preparation, in accordance withAttachment A. (2) in providing opinions of cost, financial analyses, economic feasibility projections,and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipmentor structures that may affect operation or maintenance costs; competitivebidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; andother economic and operational factors that may materially affect the ultimate PROJECT 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 hasprogressed 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, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 4 of 18 DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F 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 various components, or exact manner in which the PROJECT was finally constructed. TheENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years afterfinal payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers andrecords of the ENGINEER involving transactions relating to this AGREEMENT.ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate andappropriate work space in order to conduct audits in compliance with theprovisions of this section. The CITY shall give ENGINEER reasonable advancenotice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant 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 the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant,involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided 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 cost of copies at the rate published in the Texas Administrative Code in effect as ofthe time copying is performed. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 5 of 18 DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06:HOF3F J. INSURANCE (1) ENGINEER’S INSURANCE a.Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per eachoccurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall applyseparately to this PROJECT or location. i.The CITY shall be included as an additional insured with all rightsof defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, andunder the commercial umbrella, if any. This insurance shall applyas primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The CommercialGeneral Liability insurance policy shall have no exclusions 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 theextent these damages are covered by the commercial generalliability or commercial umbrella liability insurance maintained inaccordance with this AGREEMENT. b.Business Auto – the ENGINEER shall maintain business auto liability and, 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 theextent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEERpursuant to this AGREEMENT or under any applicable autophysical damage coverage. c. Workers’ Compensation – ENGINEER shall compensation and employers liability insurance City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 6 of 18 maintain workers and, if necessary, DocuSign Envelope ID: 455D78AB.0A2Adj955-A964-59FA06370F3F commercial umbrella liability insurance with a limit of not less than$100,000.00 each accident for bodily injury by accident or $100,000.00 each 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 and employer’s liability or commercial umbrella insurance obtained byENGINEER pursuant to this AGREEMENT. d.Professional Liability – ENGINEER shall maintain professional liability, aclaims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date ofthe AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate ofinsurance specifically referencing this PROJECT shall be submitted 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 itsinterests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contractedservices c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policiesdocumented thereon. d. Any failure on part of the CITY to attach the required insurancedocumentation hereto shall not constitute a waiver of the insurance requirements. e.A minimum of thirty (30) days notice of cancellation or material change incoverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sentto the respective Department Director (by name), City of Denton, 901Texas Street, Denton, Texas 76209. 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: 3/22/22Page 7 of 18 DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strengthand solvency to the satisfaction of Risk Management. g.Any deductible or self-insured retention in excess of $25,000.00 thatwould change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. TheCITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicatedfinancial resources or letters of credit may also be acceptable to theCITY h. Applicable policies shall each be endorsed with a waiver of subrogationin favor of the CITY as respects the PROJECT. 1.The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies 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 orchanges from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained afterfinal payments. I. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. Whensub consultants/subcontractors maintain insurance coverage,ENGINEER shall provide CITY with documentation thereof on acertificate of insurance. K. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 8 of 18 DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financialinterest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to thesigning of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) if asbestos or hazardous substances in any form are encountered or suspected,the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) if asbestos or other hazardous substances are suspected, the CITY mayrequest the ENGINEER to assist in obtaining the services of a qualifiedsubcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published 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 design changes are required due to the changes in the permitting authorities' published designcriteria and/or practice standards criteria which are published after the date of thisAGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation willbe made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed perAttachment C to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agentsshall engage in any discriminatory employment practice. No person shall, onthe grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjectedto discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 9 of 18 DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F ENGINEER’s agents shall not engage in any discriminatory employmentpractice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the informationprovided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for theENGINEER's performance of its services. The CITY will perform, at no cost to 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 C. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes orbecomes aware of any development that affects the scope or timing of the ENGINEER’sservices or of any defect in the work of the ENGINEER or construction contractors. 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: 3/22/22Page 10 of 18 DocuSign Envelope ID: 455D78AB-0A2A+955-A964-59FA06370F3F facilities that may contain hazardous materials, including asbestos containingmaterials, or conditions, and that ENGINEER had no prior role in thegeneration, treatment, storage, or disposition of such materials. Inconsideration of the associated risks that may give rise to claims by thirdparties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, releaseor escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance,contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E.regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor 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 no direct action against the ENGINEER, its officers, employees, andsubcontractors, for any claim arising out of, in connection with, orresulting from the engineering services performed. Only the CITYwill be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and 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 shall have 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. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structuresassociated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 11 of 18 DocuSign Envelope ID: 455D78AB-OA2A4955-A964-59FA06370F3F 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 requestedassistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, thisAGREEMENT shall be amended or a separate agreement will be negotiated between the parties K. Changes The CITY may make or approve changes within the general Scope of Services in thisAGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendmentto this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of awritten Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of theENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration bythe CITY or by others acting through or on behalf of the CITY of any such instruments ofservice without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. 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: 455D78AB-0A2A4955-A964-59FA06370F3F 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 thenonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails todiligently complete the correction. (2) if this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specificationsor other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document thework underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to theCITY an itemized statement of all termination expenses. The CITY'S approvalwill be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for theconvenience of the CITY. In the event of such suspension, delay, or interruption, anequitable 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 COMMITTED BY THE ENGINEER OR ENGINEER’SAGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICHTHE ENGINEER EXERCISES CONTROL TO THE EXrENT 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 ATrORNEY’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: 455D78AB-0A2A4955-A964-59FA06370F3F G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior writtenconsent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, itsinterpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. 1.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 unenforceability will 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 thisAGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodieshaving jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance 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 who perform work under this AGREEMENT, including completing the Employment EligibilityVerification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY withcopies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal andState laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to performsuch services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESSFROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THISPARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 14 of 18 DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F right to immediately terminate this AGREEMENT for violations of this provision byENGINEER. L. Prohibition on Contracts with Companies Boycotting Israel Engineer acknowledges that in accordance with Chapter 2271 of the TexasGovernment Code, City is prohibited from entering into a contract with a company forgoods or services unless the contract contains a written verification from the company that it: (1 ) does not boycott Israel; and (2) will not boycott Israel during the term of thecontract. The terms “boycott Israel” and “company” shall have the meanings ascribed tothose terms in Section 808.001 of the Texas Government Code. By sIgnIng thisagreement, Engineer certifies that Engineer’s signature provides writtenverification to the City that Engineer: V) does not boycott Israel; and (2) will notboycott Israel durIng the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. M. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization.By signing this agreement, Engineer certifies that Engineer’s signature provideswritten verification to the City that Engineer, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible toreceive payments under this agreement by doing business with Iran, Sudan, or aforeIgn terrorIst organization. Failure to meet or maintain the requirements under 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 TexasGovernment Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the companythat it (1) does not boycott energy companies; and (2) will not boycott energycompanies during the term of the contract. The terms “boycott energy company” and“company” shall have the meanings ascribed to those terms in Section 809.001 of theTexas Government Code. By signing this agreement, Engineer certifies thatEngineer’s signature provides written verification to the City that Engineer: (1)does not boycott energy companies; and (2) will not boycott energy companiesduring the term of the agreement. Failure to meet or maintain the requirementsunder this provision will be considered a material breach. O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entitiesand Firearm Trade Associations City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 15 of 18 DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F Engineer 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 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 designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, orother designated country, or (iii) is headquartered in China, Iran, North Korea, Russia,or other designated country. 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 performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in 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 the Contract 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 entireAGREEMENT, which supersedes all prior written or oral understandings, and may only be City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 16 of 18 DocuSign Envelope ID: 455D78AB-0A2A+955-A964-59FA06370F3F changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, bedeemed an original, but all such counterparts shall together constitute but one and thesame instrument. The following attachments and schedules are hereby made a part ofthis AGREEMENT: Attachment A - Scope of Services Attachment B – Compensation FeeAttachment C – Project ScheduleAttachment D – Conflict of Interest Questionnaire These documents make up the AGREEMENT documents and what is called for by oneshall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shallbe resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing.Electronic signing of this document will be deemed an original for all legal purposes. Duly executed by each party’s designated representative to be effective on 01/24/2023 BY: CITY OF DENTON, TEXAS BYENGINEER CONSOR Engineers, LLCDocuSigned by:im@,fWells. P.EI Executive Vice President br S#uH%qZ9 y, City Manager Date. 12/28/2022 2022-967441 TEXAS ETHICS COMMISSIONCERTIFICATE NUMBER City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 17 of 18 DocuSign Envelope ID: 455D78AB-OA2A4955-A964-59FA06370F3F THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operationalobligations and business terms. ATTEST: ROSA RIOS, CITY SECRETARY Director of Caplta1 ProjectsTitle Department Englneer1 ng serv1 ces APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Date Signedl2/28/2022 DocuSigned by: BY, IA44rul£A ,48079:3 City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 18 of 18 DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F Attachment A - Scope of Services SERVICES TO BE PROVIDED BY THE ENGINEER The Engineer shall provide Construction Engineering and Inspection (CEI) services for the following The City of Denton Mayhill Road Improvements extension Phase 2 (DCTA) From Colorado BLVD to MayhillSTA 145+00. The work to be performed by the Engineer shall consist of providing Engineer Led Inspection Teams (ELIT) to perform various CEI services, that include, but are not limited to, the following: GENERAL REQUIREMENTS The Engineer shall be responsible for Engineer Led Inspection Teams (EUTs) to ensure the specific operations as defined within the work authorizations are conducted in accordance with the construction and, standard specifications, special specifications, and special provisions. The Engineer shall assist and advise the City in matters of policy and procedure, and generally accepted industry practices. The Engineer shall identify deficiencies in the work of the contractor, its subcontractors, vendors, and consultants in the specific construction operations and inform the City of these deficiencies within 24 hours of obtaining knowledge. The Engineer shall coordinate with the City of Denton’s Project Manager or designee to schedule inspection of contractor work activities. The Engineer shall be on-site performing inspection duties at any time the work is being performed including nighttime hours and weekends as required by the planned construction work. No overtime will be paid without prior approval from the City. The scope of the project is based on the construction contract construction schedule, added days to the schedule, as well as a closeout period. The Engineer shall close out the project and ensure that documentation and project related issues have been resolved and submitted to the City by the Engineer. The Engineer shall attend any meetings required by the City to discuss specifications and action plans with regards to the pertinent bid items, e.g., Pre-Con meetings, Safety meetings, Pre-Paving meetings, etc. The Engineer shall provide required documentation for these meetings. The Engineer shall perform Construction Engineering and Inspection (CEI) services, to assist the City in managing its construction operations before, during, and after the construction of improvements. The Engineer shall provide “work around" ideas to keep the project moving when there is a utility or ROWconflict The Engineer shall assist the City throughout all aspects and phases of construction operations and shall, when requested by the City, fully support the City in its dealings with the contractor, suppliers, subcontractors, other engineers, legal counsel, accountants, other consultants, government entities, utilities, property owners, and the public. The Engineer shall provide qualified technical and professional personnel that adhere to professional standards consistent with those typically met by nationally known and highly regarded construction management firms. As used below, “ensure" means to make certain that something has happened or will happen, and includes an obligation to deploy the appropriate level of engineering or other technical expertise, consistent with the complexity, cost, and level of risk associated with a task. Ensure does not require the completion of any task assigned to a separate entity under any other agreement. DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F GENERAL FUNCTION INSPECTION OF WORK IN PROGRESS AND PROJECT RECORDS Inspection of Work in Progress and Project Records A. The Engineer shall inspect work incorporated into the project as assigned by the City. 1. Verify that the project is built according to the plans and specifications, and alcontract documents. Verify all the specifications and special provision requirements are met for inspected items of work, such as, materials, construction, measurement, and payment. Complete all fields in Procore, unless otherwise directed by the City’ Staff 2 3 The Engineer shall maintain all records on the project in compliance with City procedures including Daily Work Reports (DWR), diaries, shop drawings and submittals, RFI drawings and sketches of measured items, sets of plans, record set plans, material on hand forms, and general correspondence. The Engineer shall verify whether drilled shaft or pile installations have been properly performed. Inspector must have knowledge in geological materials to ensure proper founding is achieved, proper underwater and slurry displacement concrete placement procedures are used, and proper use of steel casing for dewatering and stability applications are implemented. For the Environmental Process, the Engineer shall: Follow all current Storm Water Management guidelines and verify SWP3 andEnvironmental Permits Issues and Commitments requirements are followed. Verify appropriate permits are in place for all contractor Project Specific Locations (PSL’s) Maintain the SWP3 working drawings. Maintain documentation in accordance with the Texas Pollutant Discharge Elimination System (TPDES) and Construction General 4 Permit (CGP). Perform SWP3 inspections in accordance with the frequency required by the City Verify that the contractor follows the guidelines of the CGP. Notify the City immediately in the event the contractor fails to make the corrections 5 6 7 required by the CGP. Maintain a separate SWP3 working copy of plan set and verify it is updated as required to remain in compliance. 8 For Documenting and Reporting, the Engineer shall: Prepare a DWR for each day of work from the begin work date until final acceptance. Each DWR must have the weather recorded for that day, including temperature high and low, weather conditions, all visitors to the project, traffic 1 conditions, lane closure hours, police officer names and hours worked, portable message sign hours, instructions given to the contractor, the contractor work hours, the contractor’s equipment and utilization, safety concerns, SWP3 information, and accidents. When recording information pertaining to accidents, record only factual information as observed; not personal opinion. Include the subcontractors on the project, the number of hours on the project, the work they are performing, and items for payment. Maintain a daily diary on the project in Procore. This diary will allow the Engineer to recommend payment for the items listed in the DWR and to charge time on the 2 project and maintain milestone charges, if applicable. No paper diary will be maintained Follow all railroad procedures and certifications required when working on the railroad ROW 3 1 2 3 4. Maintain a set of project records and setup according to City procedures. Construction Scheduling Support Services (Primavera Scheduling Software) Schedule Updates (Progress and Revised) The Engineer shall:1 B. C. D. E. F. DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F a. b. Review and analyze Contractor’s monthly schedule updates for revisions and submit Revised Schedule Review Report. Coordinate with the City's Project Manager, to compare actual construction status with the Contractor’s monthly update. Verify accuracy of the schedule, actual start dates, actual finish dates, and percent complete or remaining duration. Review the monthly Daily Work Reports (DWR). Monitor the effects of weather (calendar-day projects) and other non-excusable impacts on the schedule and provide means to separate these from excusable impacts. C. FINAL PLAN PREPARATION Final Construction Documents For Final Construction Documents, the Engineer shall: A. Provide a comprehensive punch list to the contractor when work nears completion. B. Verify that all punch list work is complete before recommending acceptance to the City. C. Provide the contractor punch list to the City. D. Provide final complete construction records in the format required by the City. CONSTRUCTION ENGINEERING NOT OTHERWISE CLASSIFIED Construction Engineering Not Otherwise Classified The Engineer shall perform: A. Post Letting Activities Prior to Construction, which include: Schedule and assist in conducting a preconstruction conference for the project, document the conference in accordance with City procedures. Monitor known existing utility facilities on the project, which includes: a. Coordinate any and all relocations or conflicts with the appropriate utility companies and the contractor. b. Document any project delay or potential delay caused by utility conflicts. 1 2 Activities during Construction, which include preparing or performing the following: Disputes and Claims Upon notice from the contractor of pending claims for extra work or changes in scope of the work or delay to the work, maintain records indicating the cost of such work and delay. a b. Analyze the schedule and make recommendations to the City’s Project Manager regarding such claims, time extensions, contract changes, extra work, or delay 1 costs B. Assist the city in dispute negotiations and claim resolution through all levels of escalation. Utilities & ROW Coordinate with the City and their representative on utility and ROW issues as needed and attend meetings as required. 2 For Public Information and Coordination, the Engineer shall: Assist the City in the public relations activities including the preparation of public information, attending public meetings for the purposes of providing information to the public, and notifying City personnel of lane closures including press releases. All news conferences and media interviews will be handled by the City. Initiate and conduct meetings, which include, but are not limited to, the following parties: contractor representatives, neighboring construction projects, public works agencies, utilities, federal officials, the City, and other interested parties. The goal of these meetings will be to maintain adequate cooperation and communication among all partners to this project. Coordinate with the City’s Public Information Office (PIO) to resolve any issues from the public. 1 2 3 C. C. DocuSign Envelope ID: 455D78AB<)A2A+955-A964-59FA06370F3F Attachment B Fee Schedule for City of Denton Mayhill Road Improvements extension Phase 2 (DCTA) From Colorado BLVD to Mayhill STA 145+00. S 42 hours per week 20 months = 87 weeks 42 42 hours per week times 87 weeks bon Leary will be full time for the duration of the project Russel Howard will be need for 8 months for a total of 39 weeks during peak demands of labor 3654 87 Russel Howard will be used on weekends as well to reduce keep overtime costs to a minimum Barry Smithley wilt only be needed for 8 hours per month to address billing and schedule review IConsor will not bill the client for time and a half when employees work over 40 hours. Contractor and The City of Denton will provide all material testing Laura Ghiggeri is the Consor FAA licensed drone pilot, 8 hours per month to document project progress. Eight hours added to each employee for DCTA/DART training Reg lIMI Hourly rate Overhead rate Profit Loaded rate Anticipated hours Labor Cost Jon Leary OptiMr I M Me I Laura Ghiggeri $54.00 Barry Smithley$ 60.oo SRay Wells Russel Howard 120.oo S 40.oo S 2.11973 2.11973 2.11973 2.11973 31.00 $ 10%10% 139.90 $ 10% 279.80 S 10% 2.11973 93.27 S 10% 125.91 72.28 $461,082.42 3662 23,503.20 S 168 2,798.oo S 10 1646 153,522.42 S 12, 143.04 168 Truck (per month)$ $ $ $ $ Computer (per month) 1,450.00 50.00 55.00 20 $ $ $ 1,450.00 50.00 55.00 8 Phone (per month) Number of Months Mileage (billed at GSA rate) Safety Harness and Lanyard PPE (Protective Equipment) Drone ($100 per day assuming 8 days total) $ 400.00 250.00 500.00 $500.00 $ 250.00 $ DCTA/DART Training $2,000.00 800.00 Total ODE $ 31,750.oo S 2,500.00 $ 12,690.00 $1,300.00 13,443.04Total Labor and ODE $ 492,832.42 S 26,o03.20 $ 2,798.oo $ 166,212.42 S M1 $ 518,835.62 Required $ 182,453.46 Optional o $ 701,289.08 i /;/ g// DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FAC)6370F9F . ,- ' Attachment D CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 1 76, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after 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. An offense under this section is amisdemeanor. a Itity. CONSOR Engineers , LLC 2 H 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 go,ernment officer abo„t whom the information in this section i, being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government CodeAttach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?El Yes m No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity?n Yes m No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? [] Yes [a No D Describe each employment or business and family relationship with the local government officer named in this section. 4 5 LJ I have no Conflict of Interest to disclose. 'DocuSigned by: Signatur\e-a 12/28/2022 with the governmental entity Date DocuSign Envelope ID: 455D78AB-0A2A4955-A964-59FA06370F3F CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.a.us/ Docs/LG/htm/LG 176.htm. For easyreference, below are some of the sections cited on this form. Local Government Code $ 176.001{1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency ofa federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003{a)(2){A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds 52,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local govemmental entity and vendor has been executed; or(ii) the local governmental entity is considering entering into a contract with the val(hc (B) has given to the local government officer or a family member ofthe officer one ormongifts 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 govemmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006{a) and {a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: ( 1) has an employment or other business relationship with a local government officer of that local govemmcntal entity, ora family memberofthe officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local govemmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) ofa family relationship with a local govemmentoHicer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City C)flicial within the third 3d degree ofaffinibr {marriage) or consanguinity (blood or adoption) City Official for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public rightnf-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars (850,00) per gift, or multiple gift cumulatively valued at more than two hundred dollars (8200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1 ) year. 'orm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015 [k>cuSign Certificate Of Completion Envelope Id: 455D78ABOA2A4955A96459FA06370F3F Subject: Please DocuSign: City Council Contract 7894-002 Mayhill Rd Ph2 (DCTA) Inspection Services Source Envelope: Document Pages: 26 Certificate Pages: 7 AutoNav: Enabled Status: Completed Signatures: 6 Initials: 1 Envelope Originator:Cori Power 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.10 Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 12/27/2022 1 :24:21 PM Holder: Cori Power cort.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: 12/27/2022 1 :29:09 PM Viewed: 12/27/2022 1 :31 :09 PM Signed: 12/27/2022 1 :32:38 PM Completed Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 12/27/2022 1:32:43 PM Viewed: 12/27/2022 3:32:09 PM Signed: 12/27/2022 3:34:35 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(None) Sent: 12/27/2022 3:34:40 PM Viewed: 12/27/2022 3:38:41 PM Signed: 12/27/2022 3:46:02 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Raymond Wells rwells@consoreng.com Executive Vice President Security Level: Email, Account Authentication(None) [@##7 Sent: 12/27/2022 3:46:07 PM Viewed: 12/28/2022 1 :38:14 PM Signed: 12/28/2022 1 :41 :09 PM Signature Adoption: Uploaded Signature Image Using IP Address: 99.147.140.155 Electronic Record and Signature Disclosure: Accepted: 12/28/2022 1 :38:14 PMID: f5ca9f24-afle40c8-a8ef-3e359d300f36 Signer Events Trevor Crain Trevor.Crain@cityofdenton.com Director of Capital Projects City of Denton Security Level: Email, Account Authentication (None) Signature Timestamp Sent: 12/28/2022 1 :41 :14 PM Viewed: 12/28/2022 1 :42:26 PM Signed: 12/28/2022 1 :44:28 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 12/28/2022 1 :42:26 PMID: 687e3bff-0be54c63-a140-80649d7036fc Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 12/28/2022 1:a:34 PM Resent: 1/9/2023 9:35:53 AM Viewed: 1/9/2023 3:34:36 PM Signed: 1/9/2023 3:35:11 PMUsing IP Address: 198.49.140.104 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: 1/9/2023 9:35:54 AM Viewed: 1/25/2023 8:24:29 AM Signed: 1/25/2023 8:24:44 AMUsing IP Address: 198.49.140.104 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) 'DocuSlgrnd br 1 SMA H%+Iq ' 523608296270423. Sent: 1/25/2023 8:24:53 AM Viewed: 1/25/2023 8:M:56 AM Signed: 1/25/2023 8:55:03 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) 'DocuS}gned brI R++ R&m IC5CA8C5EI 75493 Sent: 1/25/2023 8:55:10 AM Viewed: 1/25/2023 1 1 :00:49 AM Signed: 1/25/2023 11 :01 :06 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 1/25/2023 11 :00:49 AMID: fbcf12a8-dc674470-b03f-b600ab43701 9 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 Sent: 12/27/2022 1 :32:43 PM Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 1/9/2023 9:35:50 AM City Secretary Office cltysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 1/25/2023 1 1 :01 :14 AM Viewed: 1/25/2023 1 1:11 :42 AM Tracy Beck Tracy.Beck@cityofdenton.com Project Mngr Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 11/14/2022 10:02:11 AMID: 096352fl-188a-4af0-82f2-78de77f96d33 Sent: 1/25/2023 1 1 :01:19 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: 1/25/2023 11 :01 :24 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps 12/27/2022 1 :29:09 PM 12/27/2022 1 :46:11 PM 12/27/2022 1 :46:11 PM 12/27/2022 1 :46:11 PM 12/27/2022 1 :46:11 PM 12/28/2022 9:26:40 AM 12/28/2022 9:26:40 AM 1/9/2023 9:35:50 AM 1/9/2023 9:35:50 AM 1/25/2023 11 :00:49 AM 1/25/2023 11 :01 :06 AM Envelope Sent Envelope Updated Envelope Updated Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Certified Delivered Signing Complete Envelope Summary Events Status Completed Security Checked Payment Events Status Electronic Record and Signature Disclosure Timestamps 1/25/2023 11 :01 :24 AM Timestamps Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Raymond Wells, Trevor Crain, Rosa Rios, Tracy Beck ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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