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23-626ORDINANCE NO. 23-626 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WiTH K[MLEY-HORN AND ASSOCIATES, INC., TO PROVIDEREGULATORY PERMITTING/APPROVAL SUPPORT, PROCESS EVALUATION, DESIGNSERVICES, BIDDING ASSISTANCE, AND CONSTRUCTION PHASE SERVICES FOR THECOOPER CREEK LIFT STATION IMPROVEMENT PROJECT FOR THE WATER UTILITIESDEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7574-025 – PROFESSIONAL SERVICESAGREEMENT FOR DESIGN SERVICES AWARDED TO KTMLEY-HORN AND ASSOCIATES. INC., IN THE NOT-TO-EXCEED AMOUNT OF $750,000.00). WHEREAS, on March 23, 202 1, the City Council approved a pre-qualified engineer list for Water and Wastewater (Ordinance 21-546), 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 professionalassociations applicable to the Provider’s profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with to Kimley-Horn and Associates, Inc., to provide regulatory permitting/approval support, process evaluation, design services, bidding assistance, and construction phase services for the Cooper Creek Lift Station Improvement Project for the Water Utilities Department, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City 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 by reference. SECTION 5 This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by A and seconded by BrAd , K & t. s-c A L C $ b . This ordinance was passed and approved bythe following vote U - A : Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2: Jesse Davis. District 3 : VACAIVF. District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: J JJ / VJ PASSED AND APPROVED thi, the L++- day ,f npr I t _, 2023. GERARD HUDSPETH, MAYOR ATrEST: ROSA RIOS, CITY SECRETARY L\\\\1111111/ May City Secretary APPROVED AS TO LEGAL FORM: MACK RErNWAND, CITY ATTORNEY Digitally signed by Marcella LunnDN: cn=Marcella Lunn, o, hk/wall B: Ice?;b;;83.10 lo:39:40 -06'oo' Il \JLa\, ::=i br:PTat Irinaritynfflent=F:: DocuSign Envelope ID: BE41E744-7288-4A23-A94B-ACBB8F0218CI DENTON Docusign City Council Transmittal Coversheet 7574-025rDF\ File Name I COOPER CREEK LIFT STATION IMPROVEMENTS P„,h„i„gC,,t„t c 'Y=t;1 w';tb'"k City Co,n,iIT„g,tD,t, " '-=' 4 ’ 2023 Piggy Back Option Contract Expiration Ordinance Not Applicab1 e N/A 23-626 DocuSign Envelope ID: BE41E744-72884A23.A94B-ACBB8F0218CI 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 KIMLEY-HORN AND ASSOCIATES, INC., with its corporate office at 421Fayetteville Street, Suite 600, Raleigh, NC 27601 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Cooper Creek Lift StationImprovements (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/orsuppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resultingfrom oral orders of any person. SECTION 2 Compensation and Term of Agreement A.The ENGINEER shall be compensated for all services provided pursuant to thisAGREEMENT in an amount not to exceed $750,000 in the manner and in accordance with the fee schedule as set forth in Attachment A. Payment shall be considered fullcompensation for all labor, materials, supplies, and equipment necessary tocomplete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continuefor a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 1 of 18 DocuSign Envelope ID: BE41E744-7288-+A23-A94B-ACBB8F0218CI A. Invoice and Payment (1 ) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under 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 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 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 untilpaid 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: BE41E7'%72884A23-A94B-ACBB8F0218CI 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 concerningthe results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) in soils, foundation, groundwater, and other subsurface investigations, the actual 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 in subsurface 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 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 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 toexercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth inAttachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progressor quality of the completed work on the PROJECT or to determine, in general, if City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 3 of 18 DocuSign Envelope ID: BE41E744-7288-4A23-A94B-ACBB8F0218CI the work on the PROJECT is being performed in a manner indicating that thePROJECT, when completed, will be in accordance with the AGREEMENTDocuments, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiringENGINEER to make exhaustive or continuous on-site inspections to 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 adeviation from the AGREEMENT Documents, the ENGINEER shall inform theCITY (3) When professional certification of performance or characteristics of materials,systems or equipment is reasonably required to perform the services set forth inthe Scope of Services, the ENGINEER shall be entitled to rely upon suchcertification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance withAttachment A. (2) in providing opinions of cost, financial analyses, economic feasibility projections,and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitivebidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimatePROJECT cost or schedule. Therefore, the ENGINEER makes no 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 that continuous or detailed examinations have been made by the ENGINEER to ascertain that the 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, or City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 PaGe 4 of 18 DocuSign Envelope ID: BE41E744-7288dIA23-A94B-ACBB8F0218CI encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid . H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiledand furnished by others, and may not always represent the exact location, type of 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 othersthat is incorporated into the record drawings. 1.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 toexamine 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 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 be requested by the CITY. The CITY agrees to reimburse ENGINEER for the costof copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 5 of 18 DocuSign Envelope ID: BE41E744-7288-4A23-A94B-ACBB8F0218CI J. INSURANCE (1 ) ENGINEER’S INSURANCE a.Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercialumbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial 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 apply as 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. 1.ENGINEER waives all rights against the CITY and its agents,officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability orcommercial umbrella liability insurance obtained by ENGINEERpursuant to this AGREEMENT or under any applicable 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: BE41E744-728W+A23-A94B-ACBB8F0218CI 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 theextent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained byENGINEER pursuant to this AGREEMENT. d.Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim andaggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 yearsfollowing 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 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 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: 3/22/22 Page 7 of 18 DocuSign Envelope ID: BE41E744-72884A23-A94B-ACBB8F0218CI 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 bythe CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coveragemaintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to theCITY h. Applicable policies shall each be endorsed with a waiver of subrogationin favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurringexpense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER maybe 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 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 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: BE41E744-72884A23-A94B-ACBB8F0218CI L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing ofany existing conflicts of interest or potential conflicts of interest, including personal financialinterest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it willmake disclosure in writing of any conflicts of interest that develop subsequent to thesigning of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) if asbestos or hazardous substances in any form are encountered or suspected,the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) if asbestos or other hazardous substances are suspected, the CITY mayrequest the ENGINEER to assist in obtaining the services of a 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 designchanges are required due to the changes in the permitting authorities' published designcriteria and/or practice standards criteria which are published after the date of thisAGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed perAttachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agentsshall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetictesting, or national origin, be refused the benefits of, or be otherwise subjectedto discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 9 of 18 DocuSign Envelope ID: BE41E744-7288-+A23-A94B-ACBB8F0218CI 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 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 the ENGINEER, such tests of equipment, machinery, pipelines, and other components of theCITY's facilities as may be required in connection with the ENGINEER's services. 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, and pay for all advertisements for bids; permits and licenses required by local, state, or federalauthorities; and land, easements, rights-of-way, and access necessary for theENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurancecounselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timelymanner in accordance with the PROJECT schedule prepared in accordance withAttachment A. E. Prompt 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. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 10 of 18 DocuSign Envelope ID: BE41E744-7288dIA23-A94B-ACBB8F0218CI (1) CITY acknowledges ENGINEER will perform part of the work at CITY'sfacilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in thegeneration, treatment, storage, or disposition of such materials. Inconsideration of the associated risks that may give rise to claims by thirdparties or employees of City, City hereby releases ENGINEER from anydamage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, releaseor escape of hazardous substances, contaminants, or asbestos is a result 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 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. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structuresassociated with the PROJECT. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 11 of 18 DocuSign Envelope ID: BE41E744-7288'+A23-A94B-ACBB8F0218CI (2) The CITY may secure Builders Risk/Installation insurance at the replacementcost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy 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 forperformance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of awritten Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of theENGINEER, whether in hard copy or in electronic form, are instruments of service for thisPROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration 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 of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 12 of 18 DocuSign Envelope ID: BE41E7&1-7288JIA23-A94B-ACBB8F0218CI (1 ) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice toENGINEER. b by either the CITY or the ENGINEER for cause if either party failssubstantially to perform through no fault of the other and thenonperforming party does not commence correction of suchnonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) if this AGREEMENT is terminated for the convenience of the City, 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 other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work 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 the CITY an itemized statement of all termination expenses. The CITY'S approvalwill be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for theconvenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of theENGINEER'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’S AGENT, 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 ITS City of Denton. TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 13 of 18 DocuSign Envelope ID: BE41E744-7288-4A23-A94B-ACBB8F0218CI REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’SLIABILITY. 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, its interpretation and performance, and any other claims related to it. The venue for anylitigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceabilitywill not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.1. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws 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 THIS City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 14 of 18 DocuSign Envelope ID: BE41E744-7288dIA23-A94B-ACBB8F0218CI PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have theright 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 Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the companythat it: (1 ) does not boycott Israel; and (2) will not boycott Israel during the term of thecontract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those 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 not boycott 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 contractingwith 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 company that it (1) does not boycott energy companies; and (2) will not boycott energycompanies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of theTexas Government Code. By signing this agreement, Engineer certifies thatEngineer’s signature provides written verification to the City that Engineer: (1)does not boycott energy companies; and (2) will not boycott energy companies durIng the term of the agreement. Failure to meet or maintain the requirementsunder this provision will be considered a material breach. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 15 of 18 DocuSign Envelope ID: BE41E744-7288-+A23-A94B-ACBB8F0218CI O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entitiesand Firearm Trade Associations Engineer acknowledges that in accordance with Chapter 2274 of the TexasGovernment Code, City is prohibited from entering into a contract with a company 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 discriminate during the term of the contract against a firearm entity or firearm tradeassocIation. Failure to meet or maintain the requirements under this provision will beconsidered a material breach. P. Termination Right for Contracts with Companies Doing Business with CertainForeign-Owned Companies The City of Denton may terminate this Contract immediately without any further 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 is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contractresulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall besubject to disciplinary action up to and including dismissal. Any violation of this provision, 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 City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 16 of 18 DocuSign Envelope ID: BE41E744-7288JIA23-A94B-ACBB8F0218CI This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be 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, bedeemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part ofthis AGREEMENT: Attachment A - Scope of Services, Compensation, Project Schedule 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 inany 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 on04/04/2023 ' ' ' - ' BY: CITY OF DENTON, TEXAS BY:ENGINEERKIMLEY-HORN AND ASSOCIATES, Sara Hensley, City Manager Scott Arnold Vice President 3/2/2023Date: 2023-990047 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: BE41E744-7288'+A23-A94B-ACBB8F0218CI THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operationalm:+:"&:'="';;“";'rs Signature ATTEST: ROSA RIOS, CITY SECRETARY 'DocuSigned by: &SIAS J. Sata')dr Di rector , Title Water ut111 ties APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEYDepartment Date Signed: 3/2/2023 BY: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 18 of 18 DocuSign Envelope ID: BE41E744-72884A23-A94B-ACBB8F0218CI ArrACHMENT ADESIGN SERVICES FORCOOPER CREEK LFr grATloN IMPROVEMEVrs ATTACHMENT " A'. Scope for Engineering Design Related Services for: COOPER CREEK LIFT STATION IMPROVEMENTS The ENGINEER will perform its services pursuant to the requirements delineated below. Services under this attachment include engineering services for the design and construction phase services for the COOPER CREEK LIFT STATION IMPROVEMENTS project. Project Understanding The Cooper Creek Lift Station has a history of maintenance challenges due upstream solids buildup that inundate the station during rain events. City staff would like to install a mechanical bar screen in advance of the station inlet to be able to capture and dispose of solids and minimize station/pump downtime. Additionally, the station requires various rehabilitation and upgrades, as determined by discussion with staff as well as a condition assessment previously performed by CONSULTANT under a separate agreement. ENGINEER will provide engineering design services for the following tasks: The preliminary analysis, design, bid phase, and construction phase services for the following improvements to the Cooper Creek Lift Station: Installation of a bar screen in advance of the lift station including offsite inlet piping relocation to minimize floodplain impacts, including a washer, compactor and automatic bagging system, bypass channel, on-site paving and fencing improvements, and associated electrical and instrumentation improvements as dictated by the preliminary engrneerrng report Replacement ofwetwell lining system Replacement of discharge valves and piping Installation of submersible pump on remaining open slot (previously procured by City),as well as a new variable frequency drive (VFD) and associated electrical and rnstnmrentatron rmprovements Relocation of existing electrical building HVAC system to accommodate proposed VFDcabinet • • • • • • • Installation of permanent bypass connection and yard isolation valve(s) for futuremaintenance Installation of new Programmable Logic Controller (PLC) including proposed operational summary Replacement of main electrical control panel in electrical building Replacement ofwetwell flush line and motorized actuated valve Replacement of existing base elbows (as needed), discharge piping, valving and appurtenances Demolition of existing valve vault and placement of new piping and valving above ground, with pavement modifications as necessary to accommodate maintenance access Assisting the City with the permitting of construction documents through Development Services, as well as general coordination with various City Departments City of Denton, TexasAttachment A Page 1 of 12 DocuSign Envelope ID: BE41E744-7288d4A23-A94B-ACBB8F0218CI ATrACHMENT ADESIGN SERVICES FORCOOPER CREEK LIn nATION IMPRovEMEHrs ENGINEER’s scope of services is as follows: • • • • • • • • • • • Task 1 – Design Management Task 2 – Preliminary Design Task 3 – Survey and Geotech Task 4 – Final Design Task 5 – Construction Contract Documents Task 6 – Bidding Phase Services Task 7 – Construction Phase Services Task 8 – Record Drawings Task 9 – Permitting Services Task 10 – Downstream Assessment (DSA) Task 1 1 – Additional Services Task 1 – DESIGN MANAGEMENT A. Project Management 1. Develop project communication plan. a. Develop project contact list. b. Prepare and e-mail progress reports to the project team once a month to beincluded with invoices. 12 months is assumed. c. Prepare project schedule and provide schedule updates if the schedule changes. 2. Meetings a. Prepare for and attend kickoff meeting. b. Prepare meeting notes and distribute to the City. 3. Sub-consultant Agreement Preparation a. Prepare and execute up to five (5) subconsultant agreements. City of Denton, TexasAttachment A Page 2 of 12 DocuSign Envelope ID: BE41E744-72884A23-A94B-ACBB8F0218CI ArrACHMENT ADESIGN SERVICES FORCOOPER CREEK LIrr STATION IMPROVEMEVrs Task 2 – PRELIMINARY DESIGN A.Preliminary Engineering Report (PER) 1. Prepare and submit a Preliminary Engineering Report for review including: a. Existing Lift Station Condition Summary (based upon City discussion and previous lift station analysis as performed by CONSULTANT under separate agreement) b. Evaluation of mechanical bar screen options and recommendations c. Lift Station rehabilitation recommendations d. Lift Station capacity evaluation e. System and pump curves for existing and proposed pumps f. Electrical and Instrumentation evaluation and recommendations (VFD, Electrical Panel, PLC, etc.) g. Operational recommendations (i.e. flush line, permanent bypass, isolation) h. Existing force main transient/surge analysis and force main improvement recommendations, to accommodate velocity increases associated with adding an additional pump Preliminary Drawings 1. Cover Sheet 2. Preliminary Site Plan 3. Yard Piping Plan and Profile 4. Mechanical Bar Screen Plan and Section 5. Flush Line Plan and Section 6. Preliminary Process Flow Diagram Preliminary OPCC 1. Prepare preliminary design quantity take-off for proposed improvements and engineer’s opinion of probable construction cost (OPCC). Deliverables 1. Digital .PDF copy of draft and final technical memorandum. 2. Digital .PDF of 60% Opinion of Probable Construction Cost Meetings 1. Conduct one (1) review meeting with City. 2. Revise PER based on City comments. B. C. D. E. City of Denton, TexasAttachment A Page 3 of 12 DocuSign Envelope ID: BE41E744-7288JIA23-A94B-ACBB8F0218CI ATTACHMENT ADESIGN SERVICES FOR COOPER CREEK LFr STATION IMPROVEMEVrs Task 3 – SURVEY AND GEOTECH A. Geotechnical Engineering 1. Perform a geotechnical analysis of the site utilizing a qualified geotechnical laboratory to determine subsurface conditions and make recommendations regarding design parameters. The analysis shall include the following: a. Subsurface exploration including up to three (3) sample bore drilled to between 45 and 50 feet depending upon depth to un-weathered shale or limestone. b. Laboratory tests for classification purposes and strength characteristics. C.Engineering services that address the following: 1. 11. 111. Soil and groundwater conditions Comments on general excavatability of soils and shale encountered Recommendations for foundation types, depth, allowable loading and backfill requlrements IV. V. VI. Vll . VIII. Foundation construction requirements Recommended lateral pressures for the design of below grade walls Evaluation of the subgrade soils Recommendations for yard piping installation, including bedding and backfill Recommendations for earthwork. 2. A geotechnical report will be furnished by the geotechnical engineer to present the results of the field and laboratory data as well as analyses and recommendations. The data contained in the geotechnical report will be made available to contractors during the bidding process for informational purposes. B. Design Survey 1. Utility and Property Owner Coordination a. Coordinate with DIG TESS and City of Denton to locate and mark existing franchise and public utilities prior to performing the field survey. 2.Design SUIvey a. The limits of the topographic survey shall be the entirety of the lift station parcel and the parcel to the west (both owned by CITY) with a northern limit of the existing Cooper Creek southern top of creek bank. C. Deliverables 1. Digital .PDF copy geotechnical report. City of Denton, TexasAttachment A Page 4 of 12 DocuSign Envelope ID: BE41E744-72884A23-A94B-ACBB8F0218CI ArrACHMENT ADESIGN SERVICES FORCOOPER CREEK LFr grATloN IMPRovEMEvrs Task 4 –FINAL DESIGN A. Final Lift Station Design 1. Prepare engineering plan sheets and specifications in accordance with the preliminary engrneerrng report. 2. The plans will include: a. Civil sheets: i. General notes ii. Overall site plan iii. Yard piping plan and profiles iv. Paving plan and profile v. Grading plan vi. Offsite force main improvements (if required, as dictated bysurge analysis) to accommodate increased pumping velocities vii. Details b. Mechanical sheets: i. General notes ii. Mechanical bar screen equipment layouts, sections, and details iii. Lift station equipment layouts, sections, and details c. Structural sheets: i. General notes ii. Site plan iii. Foundation plans iv. Excavation plan v. Sections d. Electrical sheets: i. Site plan ii. Mechanical bar screen electrical plan iii. Grounding plan iv. Electrical building plans, sections, and details v. One-line diagrams vi. Conduit and wiring plan vii. SCADA/instrumentation layout Specifications shall include City Standard and non-standard technical specificationsfor materials and installation of the proposed facilities. 3. City of Denton, TexasAttachment A Page 5 of 12 DocuSign Envelope ID: BE41E744-7288zIA23-A94B-ACBB8F0218CI ATTACHMENT ADESIGN SERVICES FORCOOPER CREEK LFr grATION IMPRovEMEvrs B.Deliverables 1. Final design submittal (90%) a. Submit four (4) copies and digital .PDFs to City for review and comment. b. Submittal shall include the following: i. Final design plans (22“x34”) ii. Final project manual iii. Opinion of probable construction cost C.Meetings 1. Attend one (1) meeting with City to present and review the final design (90%) submittal Task 5 – CONSTRUCTION CONTRACT DOCUMENTS A.Bidding Construction Contract Documents 1. Incorporate City comments from final design submittal and prepare construction contract documents, bid plans, and opinion of probable construction cost. 2. Construction contract documents will consist of the final plans and project manual, both signed and sealed by a licensed professional engineer in the State of Texas and in accordance with comments provided by the City during final design. Deliverables: 1. Construction Contract Documents Submittal a. Submit two (2) copies and electronic (.pdf) documents to the City for bidding. b. Submittal shall include the following: i. Bid drawings ii. Bid project manual iii. Opinion of probable construction cost B. City of Denton, TexasAttachment A Page 6 of 12 DocuSign Envelope ID: BE41E744-72884A23-A94B-ACBB8F0218CI ATrACHMENT ADESIGN SERVICES FORCOOPER CREEK LIn grATION IMPROVEHEVTS Task 6 – BID PHASE SERVICES A. Bid Phase Services 1. 2. Provide electronic bid documents to the City purchasing department for bidding. Provide the Notice to Bidders to the City for publication. The City will be responsible for publication of the notice. The City will be responsible for distribution of the bidding documents to prospective contractors, suppliers and planrooms 3.The following assistance will be provided to the City during the bidding phase: a. Preparation ofaddenda and delivery to City for distribution to plans holders. b. Responses to questions submitted by plans holders. c. Attend bid opening facilitated by City. d. Preparation of bid tabulation. e. Preparation of recommendation of award letter. 4 Conformance plans and specifications a. Based on potential questions and addenda from the bidding phase, prepare conformance set of plans and specifications to be used during construction. 1.Provide up to four (4) sets to City for execution. Task 7 – CONSTRUCTION PHASE SERVICES A. Construction Phase Services 1. Prepare for and conduct one (1) public meeting with City staff and Contractor. 2. Pre-Construction Conference a. Prepare for and attend a pre-construction conference prior tocommencement of Work at the Site 3. Site Visits a. Hold meetings every month with the contractor on site for up to eighteen ( 18) meetings. Meetings will also be considered site visits. b.Site Visits are not intended to be exhaustive or to extend to every aspect of Contractor’s work in progress. Observations are to be limited to spot checking, selective measurement, and similar methods of general observation of the Work based on ENGINEER’s exercise of professional judgement. c. Based on information obtained during site visits, ENGINEER will determine if Contractor’s work is generally proceeding in accordance with the Contract Documents, and ENGINEER will keep CITY informed of the general progress of the work. 4.Recommendations with Respect to Defective Work City of Denton, TexasAttachment A Page 7 of 12 DocuSign Envelope ID: BE41E744-7288-4A23-A94B-ACBB8F0218CI ATTACHMENT ADESIGN SERVICES FORCOOPER CREEK LIn STATION IMPRovEMEFrs a.Provide recommendations to City that Contractor’s work be disapproved and rejected while it is in progress if, on the basis of site visit evaluations, ENGINEER believes such work will not produce acompleted Project that conforms generally to Contract Documents or that it will prejudice the integrity of the design concept of the completedProject as a functioning whole as indicated in the Contract Documents. Notwithstanding the foregoing, the City reserves the right to disapproveor reject Contractor’s work without a recommendation from theENGINEER. 5.Clarifications and Interpretations a.Issue necessary clarifications and interpretations of the Contract Documents to City as appropriate to the orderly completion ofContractor’s work. Such clarifications and interpretations will beconsistent with the intent of the Contract Documents. Field orders authorizing variations from the requirements of the Contract Documents will be made by City. 6.Change Orders a. Recommend change orders to City, as appropriate. b. Review and make recommendations related to Change Orders submitted or proposed by the Contractor. 7.Shop Drawings and Samples a.Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required 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, or procedures of construction or to related safety precautions and programs. Assumes up to sixty (60) shop drawings 8.Substitutes and “or-equal” a. Evaluate and determine the acceptability of substitute or “or-equal” materials and equipment proposed by Contractor in accordance with the Contract Documents, but subject to the provisions of applicablestandards of state or local government entities. b. Provide recommendations to City Inspections and Tests9. a.Review certificates of inspections and tests within ENGINEER’s area of responsibility 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. ENGINEER will be entitled to rely on the results of such tests and facts being certified. The scope of services assumes the City of Denton. TexasAttachment APage 8 of 12 DocuSign Envelope ID: BE41E744-72884A23-A94B-ACBB8F0218CI ArrACHMENT ADESIGN SERVICES FORCOOPER CREEK LFr STATION IMPRovEMEvrs pumps and motors will not be factory tested as they are currently inservice, or have already been procured by City. 10. Disagreements between City and Contractor a.As necessary, ENGINEER will, with reasonable promptness, render initial written decision on all claims of City and Contractor relating to theacceptability of Contractor’s work or the interpretation of the requirements of the Contract Documents pertaining to the progress of the Contractor’s work. In rendering such decisions, ENGINEER will be fair and not show partiality to City or Contractor 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 Contractor, unless thirty (30) days havepassed after a claim has been referred to the ENGINEER with no decision having been rendered. 11. Final Walkthrough and Punchlist Preparation a. Attend final walkthrough with Contractor and City to determine if the completed work of Contractor is generally in accordance with theContract Documents. i. Limitation of Responsibilities: The ENGINEER will not be responsible for the acts or omissions of any Contractor, or of any of their subcontractors, suppliers, or of any other individual entity performing or fumishing the work. ENGINEER will not have the authority or responsibility tostop the work of any Contractor. Compile punch list from information gathered during final walkthroughwith City and Contractor. b. Task 8 – RECORD DRAWINGS A. Record Drawings 1. 2, Obtain and review comments and field changes on the construction plans fromCity and Contractor. 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 not seal the record drawings. The recorddrawings will be provided in the following format: a. PDF electronic copy City of Denton, TexasAttachment A Page 9 of 12 DocuSign Envelope ID: BE41E744-7288'+A23-A94B-ACBB8F0218CI ATTACHMENT ADESIGN SERVICES FOR COOPER CREEK Lin STATION IMPROVEMENTS Task 9 – PERMITTING SERVICES ENGINEER will provide permitting services as listed below on an as-needed basis only, andnot without prior authorization in writing from the CITY. A. Pre-Development Conference (PDC) 1. Apply, prepare for, and attend a pre-development conference with Denton Development Services (DS) on behalf of the Water Utility. B.Zoning Compliance Plan (ZCP) Permitting 1. Prepare and submit a Zoning Compliance plan (if required) in accordance with Denton Development Services Requirements including a project narrative and graphic exhibits. This scope anticipates responding to up to two rounds ofcomments, and general coordination with DS staff. C. Civil Engineering Plans Permitting 1. Prepare and submit civil engineering plans submittal in accordance with Denton Development Services Requirements. This scope anticipates responding to up to two rounds of comments, and general coordination with DS staff. Task 10 – Downstream Assessment (DSA) ENGINEER will provide downstream assessment services as listed below on an as-needed basis only, and not without prior authorization in writing from the CITY. A. Data Collection and Analysis 1 Engineer will request effective hydrologic models for Cooper Creek from the City and FEMA if necessary. This task assumes models will be available, digital, and executable. Drainage areas will be subdivided for the subject property using the on-ground survey prepared under a separate task, aerial topography, and record drawings. 2. Hydrologic parameters for existing, proposed, and fully developed conditions will be developed in accordance with City criteria. If proposed condition peak flows exceed pre-development flows, KH will determine conceptual cut to provide compensatory storage to reduce peak flows to pre-development rates. DSA and Floodplain StudyB. 1. 2. 3 Engineer will prepare a downstream assessment and floodplain study to support the proposed site improvements. The study will identify if additional compensatory storage is needed to offset fill, delineate the 100-year existing and fully developed floodplain limits, and establish proposed site elevations. This scope anticipates up to two rounds of comments and revisions, and general coordination with City staff. City of Denton, TexasAttachment A Page 10 of 12 DocuSign Envelope ID: BE41E744-72884A23-A94B-ACBB8F0218CI ATrACHMENT ADESIGN SERVICES FORCOOPER CREEK LIrr grATION IMPROVEMEVrs Task 11 – Additional Services ENGINEER will provide additional services on an as-needed basis only, and not without prior authorization in writing from the CITY. City of Denton, TexasAttachment APage 1 1 of 1 2 DocuSign Envelope ID: BE41E744-7288-4A23-A94B-ACBB8F0218CI ATrACHMENT ADESIGN SERVICES FORCOOPER CREEK Lirr grATION iMPROVEMEFrs ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTINGSCOPE OF SERVICES City and ENGINEER agree that the following services are beyond the Scope of Servicesdescribed in the tasks above. However, ENGINEER can provide these services, if needed, upon the City’s written request. Any additional amounts paid to ENGINEER as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. These additional services include, but are not limited to the following: • • • Preparation of a conditional letter of map revision (CLOMR) and letter of map revision (LOMIt) and associated submittals to the City and FEMA. Revisions associated with development services comments beyond those indicated in the Scope ofServices Redesign to reflect project scope changes requested by the CITY, 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 thecontractor. Traffic Control Plan Details Traffic signal design Sidewalk design Design of any offsite drainage improvements beyond the improvements identified in the scope Preparation for and attendance at public meetings beyond those identified in the scope Furnish additional copies of review documents and/or bid documents in excess of the number ofthe same identified above. Services related to disputes over bid protests, bid rejection, and re-bidding of the contract forconstructr on. Construction management and resident project representative services. Performance of materials or specialty testing services. Services necessary due to default of the Contractor. Services related to damages caused by fire, flood, earthquake or other acts of God. Services related to warranty claims, enforcement, and inspection after final completion. Services related to Survey Construction Staking. Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. Performance of miscellaneous and supplemental services related to the project as requested by theCITY Retaining wall design “Value engineering’” after bidding Multiple bid packages Traffic studies or reports SWPPP inspections / coordination Any services not listed in the Scope of Services • • • • • • • • • • • • • • • • • • • • • City of Denton, TexasAttachment A Page 12 of 1 2 DocuSign Envelope ID: BE41E744-72884A23-A94B-ACBB8F0218CI COMPENSATION FORCOOPER CREEK LFr SIAT ION IMPROVEMENTS Compensation for Engineering Design Related Services for: COOPER CREEK LIFT STATION IMPROVEMENTS Total compensation for the ENGINEER contemplated under the terms of this agreement shall be a total not-to-exceed $750,000 for all services including reimbursable expenses, The CITY shall compensate the ENGINEER as follows: For Tasks 1 – 6 and 8 – 11 the total compensation shall be on a lump sum basis and not to exceed $617.400. For Task 7 the total compensation shall be on a reimbursable (hourly) basis and not to exceed $132,600. Progress payments for shall be paid monthly based on the actual work satisfactorily completed per month in each phase, with the following amounts of the total compensation for each phase of the Project: • • • • • • • • • • • Task 1 – Project Management Task 2 – Preliminary Design Task 3 – Survey and Geotech Task 4 – Final DesignTask 5 – Construction Contract Documents Task 6 – Bid Phase Services Task 7 – Construction Phase Services Task 8 – Record Drawings Task 9 – Permitting Services Task 10 – Downstream Assessment (DSA)Task 11 – Additional Services $ 27,600 $ 130,900S 36,500 $230,400 $ 34,900 $ 38,200 $ 132,600 $ 7,800 $ 24,100 $ 30,000 $ 57,000 Grand Total $ 750,000 ENGINEER will not exceed the total maximum fee shown without authorization from the CITY Individual task amounts are provided for budgeting purposes only. ENGINEER reserves the right to reallocate amounts among tasks as necessary. All permitting, application, and similar project fees will be paid directly by the CITY. Non-Labor Expenses: Non-labor expenses for reimbursable tasks shall be reimbursed as Direct Expenses at invoice or internal office cost. 4.6% will be added to each invoice to cover certain other internal office cost expenses as to these tasks, such as in-house duplicating, local mileage, telephone calls, facsimiles, postage, and word processing. Direct Expenses (non-labor) for reimbursable tasks include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. Direct reimbursable expenses such as express delivery services, fees, travel, and other direct expenses will be billed at 1.10 times the cost. Payment will be due within 25 days of your receipt of the invoice and should include the invoice number and Kimley-Horn project number. City of Denton, Texas DocuSign Envelope ID: BE41E744-7288-tA23-A94B-ACBB8F0218_U- ' –-- –-- ' – -- - – - – C-IQ FORM CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code, Ordinance 18-757 By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thIdate the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1 ), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is amisdemeanor.a W KIMLEY-HORN AND ASSOCIATES, INC. 2 D Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d Name of local government officer about whom the information in this section is being disclosed. n/a Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Govemment 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?a Yes a No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity?n ,“n ,„, C,Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local govemment officer serves as an officer or director, or holds an ownership of one percent or more?n ,“D ~. 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. 3/2/2023 Signatur\Fa tness with the governmental entity Date DocuSign Envelope ID: BE41E744-72884A23-A94B-ACBB8F0218CI CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter l76ofthe Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG 176.htm. For easyreference, below are some of the sections cited on this form. Local Government Code q 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one ofthe parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or localgovernmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease 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 thatresults in the officer or family member receiving taxable income, other than investment income, that exceeds 52,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or(ii) the local governmental entity is considering entering into a contract with the vaxk)c (B) has given to the local government officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-monthperiodpreceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor, Local Government Code $ 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: ( 1) has an employment or other business relationship with a local govcmment officer of that local govemmental entity, or a family memberofthe omcer, 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) of a 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 consanguinibr (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public rightaf-way or other real property interests for public use, Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gin cumulatively valued at more than two hundred dollars (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: BE41 E74472884A23A94BACBB8F0218C 1 Subject: Please DocuSign: City Council Contract 7574-025 Cooper Creek Lift Station Improvements Source Envelope: Status: Completed Document Pages: 34 Certificate Pages: 6 AutoNav: Enabled Signatures: 6 Initials: 1 Envelope Originator: Crystal Westbrook 901 B Texas Street Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Denton, TX 76209 crystal.westbrook@cityofdenton.comIP Address: 198.49.140.10 Record Tracking Status: Original 2/28/2023 8:42:54 AM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Crystal Westbrook crystal.westbrook@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: 2/28/2023 9:14:18 AM Viewed: 2/28/2023 9:14:33 AM Signed: 2/28/2023 9:15:53 AM 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: 2/28/2023 9:15:58 AM Viewed: 2/28/2023 12:17:20 PM Signed: 2/28/2023 12:18:06 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 Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication(None) ’DocuSlgned by: IALardhL&Dub'4B070831B4AA438. Sent: 2/28/2023 12:18:13 PM Viewed: 3/1/2023 3:01 :33 PM Signed: 3/1/2023 3:02:59 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Scott Arnold scott.arnold@kimley-horn.com Vice President Kimley-Horn and Associates, Inc. Security Level: Email, Account Authentication (None) 'DocuSlgned by:I Z„#rM,DIB5A80061EE4E9 Sent: 3/1/2023 3:03:05 PM Viewed: 3/1/2023 4:04:26 PM Signed: 3/2/2023 1:18:06 PM Signature Adoption: Uploaded Signature Image Using IP Address: 130.41.212.55 Electronic Record and Signature Disclosure; Accepted: 3/27/2020 10:55:11 AMID: alf38400-e5ccdlb57-'85482ldd7e031355d Signer Events Stephen D. Gay stephen.gay@cityofdenton.com Director, Security Level: Email, Account Authentication(None) Signature 'Docu9}gned byEI gMP.*,9EBFF5858E58492 Timestamp Sent: 3/2/2023 1:18:14 PM Viewed: 3/2/2023 1:19:47 PM Signed: 3/2/2023 1 :24:01 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Accepted: 3/2/2023 1:19:47 PMID: 324385c4<ie59412a-afed-57b48c56848a 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: 3/2/2023 1 :24:07 PM Viewed: 4/5/2023 9:18:44 AM Signed: 4/5/2023 9:19:21 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) 'Dc>cuSlgned bV:I SMA Huqq ,523608296270423. Sent: 4/5/2023 9:19:24 AM Viewed : 4/5/2023 9:19:50 AM Signed: 4/5/2023 9:19:M AM Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus J. Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication(None) Sent: 4/5/2023 12:19:26 PM Viewed: 4/5/2023 12:20:59 PM Signed: 4/5/2023 12:21 :49 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 4/5/2023 12:20:59 PMID: 7c82e987-f8774dc6-88e6-bc785c08f1 8e In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Timestamp Sent: 2/28/2023 9:15:58 AM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 3/2/2023 1 :24:07 PM Viewed: 3/2/2023 1:34:27 PM Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Accepted: 4/5/2023 12:16:46 PMID: 962b8cd3-0170-+155-b8b6-+e322caf08d0 Sent: 4/5/2023 12:19:28 PM Viewed: 4/5/2023 12:20:11 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 4/5/2023 12:21 :53 PM Viewed: 4/5/2023 12:26:20 PM David Brown david.brown@cityofdenton.com PM Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 4/10/2019 2:54:36 PMID: 20238ddf-ccd6-4d52-988f-8c9f3436055e Sent: 4/5/2023 12:21 :55 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps 2/28/2023 9:14:18 AM 4/5/2023 12:20:59 PM 4/5/2023 12:21 :49 PM 4/5/2023 12:21 :55 PM Envelope Sent Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Scott Arnold, Stephen D. Gay, Jesus J. Salazar, Rosa Rios, David Brown 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. 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. 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