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23-1008FILE REFERENCE FORM Hl= X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) a\ - SI 6 Date Initials c-6 -83 £ L ORDINANCENO. 23-1008 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION. AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC., TO PROVIDE PERMITTING ASSISTANCE FOR TWO (2) NEW WASTEWATER RECLAMATIONFACILITIES FOR THE WATER UTILITIES DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ7574-028 – PROFESSIONAL SERVICES AGREEMENT FOR DESIGN SERVICES AWARDED TO KIMLEY-HORN AND ASSOCIATES, INC., IN THE NOT-TO-EXCEED AMOUNT OF $240,000.00). WHEREAS, on March 23, 202 1, the City Council approved a pre-qualified engineer list for Water and Wastewater (Ordinance 2 1-546), 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 professional associations applicable to the Provider’s profession, and such fees do not exceed the maximumprovided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDArNS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with Kimley-Horn and Associates, Inc., to provide permitting assistance for two (2) new Wastewater Reclamation Facilities 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. ,..,„d=q=:=„’PT'A:T; '"qh?=Hthe following vote A - a : Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Paul Meltzer, District 3 : Joe Holland, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: J / J ,/ ./ \/ PASSED AND APPROVED this the L\ dayof J.„.' 2023. GERARD HUDSPETH, MAYOR ATTEST: JESUS SALAZAR, INTERIM CITY SECRETARY n\\\Iii111111 APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Digitally signed by MaKetla Lunn DN: cn=Marcella Lunn, o, ou=CityML 3: Ice:Ti;;gs.10 17:13:02 -05'oo' BY: m I a:rTl;U ;C1Warrrlla lllnn@ritynfdnnt of DJ DocuSign Envelope ID: 39419AA8-4F7B4B32-AAFA-A44AA481F732 DENTON Docusign City Council Transmittal Coversheet 7574-028PSA File Name I CLEAR CREEK AND HICKO Pur,h„i,g C,nt„t ' 'Y;t;1 "''tb'"k City C,,„,iI T„g,t D,t, 6 /6/23 Piggy Back Option Contract Expiration Ordinance Not Applicab1 e NA 23- 1008 DocuSign Envelope ID: 39419AA8-+F7B4B32-AAFA-A44AA481F732 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: Clear Creek and Hickory Creek WW Discharge Permit Project (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 Services attached hereto as Exhibit A. These services shall be performed in connection withthe PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/orsuppliers that has not been ordered in advance and in writing. It is 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 $240,000 in the manner and in accordancewith the fee schedule as set forth in Exhibit A. Payment shall be considered fullcompensation for all labor, materials, supplies, and equipment necessary tocomplete the services described in Exhibit 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 Exhibit 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: 3/22/22Page 1 of 18 DocuSign Envelope ID: 39419AA8-4F7B4B32-AAFA-A44AA481F732 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 Exhibit A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particularservices are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of anybalance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) in the event of a disputed or contested billing, only that portion so contested willbe withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) if the CITY fails to make payment in full to ENGINEER for billings contested 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 such suspension 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 andfurnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineerspracticing in the same or similar locality and under the same or similarcircumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professionalcare of a competent engineer. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 2 of 18 skill and DocuSign Envelope ID: 39419AA8dtF7B4B32-AAFA-A44AA481F732 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 Exhibit 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 by CITY, which shall become the property of the CITY. CITY may use such drawings in anymanner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer’s Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITYand/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means,techniques, sequences, and procedures necessary for coordinating andcompleting all portions of the construction work in accordance with the AGREEMENT 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 inExhibit 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: 3/22/22Page 3 of 1 8 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A44AA481F732 the work on the PROJECT is being performed in a manner indicating that thePROJECT, when completed, will be in accordance with the AGREEMENTDocuments, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiringENGINEER to make exhaustive or continuous on-site inspections to discoverlatent defects in the work or otherwise check the quality or quantity of the workon the PROJECT. If the ENGINEER makes on-site observation(s) of adeviation from the AGREEMENT Documents, the ENGINEER shall inform theCITY (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth inthe Scope of Services, the ENGINEER shall be entitled to rely upon 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 currentavailable information at the time of preparation, in accordance with Exhibit 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 ultimatePROJECT cost or schedule. Therefore, the ENGINEER makes no warrantythat the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections,or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments 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 theconstruction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, orencumbrances; or that there are not other matters at issue between the CITY and the City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 4 of 18 DocuSign Envelope ID: 39419AA8zIF7BJIB32-AAFA-A44AA481F732 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. 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 workinghours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advancenotice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITYshall, until the expiration of five (5) years after final payment under thesubcontract, 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 haveaccess 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: 3/22/22 Page 5 of 18 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A':UAA481F732 J. INSURANCE (1) ENGINEER’S INSURANCE a.Commercial General Liability – the ENGINEER shall maintaincommercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per eachoccurrence with a $2,000,000.00 aggregate. If such Commercial GeneralLiability insurance contains a general aggregate limit, it shall applyseparately to this PROJECT or location. 1.The CITY shall be included as an additional insured with all rightsof defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, andunder the commercial umbrella, if any. This insurance shall applyas primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The CommercialGeneral Liability insurance policy shall have no exclusions 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 general liability 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 coverliability arising out of “any auto”, including owned, hired, and non-ownedautos, when said vehicle is used in the course of the PROJECT. If theengineer owns no vehicles, coverage for hired or non-owned isacceptable. i.ENGINEER waives all rights against the CITY and its agents,officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEERpursuant to this AGREEMENT or under any applicable auto physical 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: 39419AA84F7BJtB32-AAFA-A#IAA481F732 commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00each employee for bodily injury by disease, with $500,000.00 policy limit. 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 workers compensation and employer’s liability or commercial umbrella insurance obtained byENGINEER pursuant to this AGREEMENT. d.Professional Liability – ENGINEER shall maintain professional liability, aclaims-made policy, with a minimum of $1,000,000.00 per claim andaggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is eadier. Coverage shall be maintained for a period of 5 yearsfollowing the completion of the AGREEMENT. An annual certificate 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 in coverage shall be provided to the CITY. A ten (10) days notice shall beacceptable in the event of non-payment of premium. Notice shall be sentto the respective Department Director (by name), City of Denton, 901Texas Street, Denton, Texas 76209. f. Insurers for all policies must be authorized to do business in the State of City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22Page 7 of 1 8 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-AZHAA481F732 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. 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. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies includingendorsements thereto and, at the CITY's discretion; the ENGINEER 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 finalpayment and termination of any coverage required to be maintained afterfinal payments. 1.The CITY shall not be responsible for the direct payment of anyinsurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonablyequivalent insurance coverage as required for the ENGINEER. Whensub consultants/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: 39419AA84F7BJIB32-AAFA-A#+AA481F732 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 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, theENGINEER 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 perExhibit 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, 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: 3/22/22Page 9 of 18 DocuSign Envelope ID: 3941 9AA8-4F7B4B32-AAFA-A44AA481F732 ENGINEER’s agents shall not engage in any discriminatory employment practice 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 theENGINEER, 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, 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 withExhibit 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: 3/22/22Page 10 of 18 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A#IAA481F732 (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containingmaterials, or conditions, and that ENGINEER had no prior role in thegeneration, treatment, storage, or disposition of such materials. Inconsideration of the associated risks that may give rise to claims by thirdparties or employees of City, City hereby releases ENGINEER from anydamage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, releaseor escape of hazardous substances, contaminants, or asbestos is a result 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 materialssuppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, 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 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: 39419AA8-4F7B4B32-AAFA-A'£UAA481F732 (2) The CITY may secure Builders Risk/Installation insurance at the replacementcost value of the PROJECT. The CITY may provide ENGINEER a copy of thepolicy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertakenor defended by the CITY. In the event CITY requests such services of the ENGINEER, thisAGREEMENT shall be amended or a separate agreement will be negotiated between the parties K. Changes The CITY may make or approve changes within the general Scope of Services in thisAGREEMENT. If such changes affect the ENGINEER’s cost of or time required forperformance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of awritten Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of theENGINEER, whether in hard copy or in electronic form, are instruments of service for thisPROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments ofservice without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. 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 City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 12 of 18 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A'#IAA481F732 (1 ) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice toENGINEER. b.by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and thenonperforming party does not commence correction of suchnonperformance within 5 days’ written notice or thereafter fails 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 otherdata storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document thework underway at the time of the CITY'S termination for convenience sothat the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to theCITY an itemized statement of all termination expenses. The CITY'S approval will 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’SAGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICHTHE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONALTORT. INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY ASUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 13 of 18 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A44AA481F732 REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY. 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. 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 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 and regulations and with all City ordinances and regulations which in any way affect thisAGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodieshaving jurisdiction or authority for such enactment. No plea of misunderstanding orignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFYAND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS ANDEMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OFTHE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION,WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act 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 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: 39419AA84F7B4B32-AAFA-A44AA481F732 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 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 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 notboycott Israel during the term of the agreement. Failure to meet or maintain therequirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization.By signing this agreement, Engineer certifies that Engineer’s signature provideswritten verification to the City that Engineer, pursuant to Chapters 2252 and 2270,is not ineligible to enter into this agreement and will not become ineligible toreceive payments under this agreement by doing business with Iran, Sudan, or 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 Texas Government Code, City is prohibited from entering into a contract with a company forgoods or services unless the contract contains written verification from the companythat it (1 ) does not boycott energy companies; and (2) will not boycott energycompanies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of theTexas Government Code. By signing this agreement, Engineer certifies thatEngineer’s signature provides written verification to the City that Engineer: (1)does not boycott energy companies; and (2) will not boycott energy 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: 3/22/22Page 15 of 18 DocuSign Envelope ID: 39419AA8J+F7B4B32-AAFA-A44AA481F732 O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entitiesand Firearm Trade Associations 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 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 therequirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned byor the majority of stock or other ownership interest of the company is held or controlledby individuals who are citizens of China, Iran, North Korea, Russia, or other designatedcountry (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia,or other designated country. Q. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performanceof 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 shallconstitute impropriety in office, and any officer or employee guilty thereof shall besubject to disciplinary action up to and including dismissal. Any violation of thisprovision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The 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: 39419AA84F7B4B32-AAFA-A44AA481F732 This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only bechanged by a written amendment executed by both parties. This AGREEMENT may beexecuted in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and thesame instrument. The following attachments and schedules are hereby made a part ofthis AGREEMENT: Exhibit A – Clear Creek Scope and Fee and Hickory Creek Scope and Fee 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 theAGREEMENT documents in the order in which they are listed above. The parties agree to transact business electronically. Any statutory requirements thatcertain terms be in writing will be satisfied using electronic documents and signing.Electronic signing of this document will be deemed an original for all legal purposes. Dru/ly/aFxecuted by each party’s designated representative to be effective on BY:CITY OF DENTON, TEXAS DocuSigned by:I SA,K Ff%& 5236DB296270423 Sara Hensley, City Manager BY:ENGINEER KIMLEY-HORN AND ASSOCIATES, Scott ArnoldVice President Date: 5/8/2023 2023-1017514 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: 39419AA8-4F7B4B32-AAFA-A44AA481F732 THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED and operationald business terms. as to financialGm~aT‘ Signature ATTEST: JESUS SALAZAR, INTERIM CITYSECRETARYd“I BY: D1 rector , Title Water Ut11ities Department APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Date Signed: 5/8/2023 BY: City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 18 of 18 DocuSign Envelope ID: 39419AA84F7BdIB32-AAFA-AzPIAA481F732 EXHIBIT A ATrACHMENT AENGINEERING SERVICES FORCLEAR CREEK WATER RECLAMATION FAcILrrY WAgrEWATER DISCHARGE PERHrr AMENDUEVr ATTACHMENT “A” Scope for Engineering Related Services for: CLEAR CREEK WATER RECLAMATION FACILITYWASTEWATER DISCHARGE PERMIT AMENDMENT The ENGINEER will perform its services pursuant to the requirements delineated below. Services under this attachment include engineering services for the CLEAR CREEK WATERRECLAMATION FACILITY WASTEWATER DISCHARGE PERMIT AMENDMENT project. Project Understanding The CITY owns property along Hartlee Field Road within the Clear Creek Sewer Basin and holds an existing 0.95 MGD average daily flow Wastewater Discharge Permit (WWDP) for the future Clear Creek Water Reclamation Facility (WQ0014416001) with a discharge point located on Clear Creek. The CITY has requested ENGINEER to prepare an application to the Texas Commission on Environmental Quality (TCEQ) to amend the existing Clear Creek Water Reclamation Facility WWDP from 0.95 MGD to the maximum average daily flow TCEQ willallow on Clear Creek. This WWDP amendment is consistent with the Wastewater Master Plan which identified the need for a Wastewater Reclamation Facility (WRF) to serve expected growth. The WWDP Amendment is the first step in moving forward with design, bidding, and construction of the WRF that in necessary to serve the planned growth with future wastewater treatment capacity. ENGINEER will provide professional services for the following tasks: • • • Task 1 – Wastewater Discharge Permit Major Amendment Application Task 2 – TCEQ Permit Review Process Coordination Task 3 – Public Involvement City of Denton, TexasAttachment A Page 1 of 6 DocuSign Envelope ID: 39419AA8dIF7B2IB32-AAFA-AZHAA481F732 ATrACHMENT AENGINEERING SERVICES FORCI FAR CREEK WATER RECLAMATION FACILrrY WASTEWATER DISCHARGE PERHrr AHENDUEHr Task 1 – WASTEWATER DISCHARGE PERMIT MAJORAMENDMENT APPLICATION A. Determine Effluent Discharge Location(s) and Flow 1. 2. 3. Evaluate topography and proposed infrastructure for the WRF. Coordinate with the CITY to establish a wastewater treatment plant location and confirm discharge point(s) is identified in the existing WWDP. Size each treatment unit based off projected wastewater flows from ongoing wastewater masterplan project. B.Local Coordination Attend up to three (3) meetings with CITY and adjacent landowners and other potential stakeholders near the proposed discharge location. C.Preliminary Treatment Plant Analysis Based on input from equipment vendors, various stakeholders, input from the CITY, and the TCEQ, Prepare a preliminary wastewater analysis for the proposed development. ENGINEER will perform the following tasks: a.Coordinate with the CITY to establish general preferences on the following aspects of the proposed WRF: i. WRF general site layout. ii. Paving and parking.iii. Odor control. iv. Facilities (buildings, laboratories, etc.). v. Solids management vi. Operations Evaluate up to two (2) treatment process options for treating the wastewater. Coordinate with treatment equipment vendors to obtain equipment cost on treatment processes. Prepare preliminary calculations for the sizing of the WRF components for each treatment optron. D.Phasing Plan 1, Preliminarily size units and evaluate up to three (3) conceptual layouts for expansion of the WRF to buildout flows determined by the ongoing wastewater masterplan project. 2. Identify a phased approach to the WRF expansions. E. Technical Memorandum 1. Prepare a memorandum to the CITY summarizing the analyses performed and provide recommendations for the proposed WRF. The letter shall consist of a technical summary, preliminary site exhibit, buildout site exhibit, and phasingexhibit. F. Preparation of Permit Application City of Denton, TexasAttachment APage 2 of 6 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A44AA481F732 ATrACHMENT AENGINEERING SERVICES FORCLEAR CREEK WATa RECLAHATtON FACIUIY WAgrEWATER DISCHARGE PERHrr AMENDUEHr 1.Following approval by the CITY of the Technical Memorandum, the ENGINEER shall prepare and submit a WWDP Major Amendment Application with the TCEQ. For the purposes of this scope, it is assumed that the application shall be prepared as a Texas Pollution Discharge Elimination System (TPDES) application for the discharge of the treated effluent into Clear Creek. The consultation shall prepare the following tasks in support of aWWDP Major Amendment Application: a. Prepare a TCEQ WWDP Major Amendment Application for the Project. For the purposes of this scope, it is assumed that the following application components will be required: 1. 11. ill. IV. V. Vl. VII . Vlll . IX. X. Domestic Administrative Report 1.0. Domestic Administrative Report 1.1. Supplemental Permit Information Form (SPIF). Domestic Technical Report 1.0. Domestic Technical Report 1.1. Receiving Waters Worksheet 2.0. Stream Physical Characteristics Worksheet 2.1. Pollutant Analyses Requirements Worksheet 4.0. Toxicity Testing Requirements Worksheet 5.0.Industrial Waste Contribution Worksheet 6.0. Prepare supporting documents required for the WWDP Major Amendment Application, including the following: Schematic site plan with buffer zone and floodplain requirements incorporated Affected Landowner Map.Landowner Disc or Labels. Original USGS Map. Treatment Process Flow Diagram. Treatment Unit Dimensions Summary. Design Calculations. Solids Management Plan. Original Photographs.Public Involvement Plan 11. 111. IV. V. VI . Vll .Vlll. IX. X. For the purposes of this scope, it is assumed that the floodplain determination will be made by existing Federal Emergency Management Agency (FEMA) Flood Insurance Rate Maps. 2.A Sewage Sludge Technical Report will be developed to document the quantities of sludge anticipated in the treatment process and the ultimate disposal of the sludge. If final treatment is to be by contract offsite, formal commitment and treatment capability will be obtained by the CITY from the received treatment provider and document to the TCEQ. 3. Visit the proposed WRF site to gather site data, such as photographs of the proposed WRF site and discharge route, as required for the proposed WWDP Application. 4. Following review of the Draft Permit Application packet by the CITY, incorporate any CITY comments and submit the Application packet to the TCEQ. Meetings: City of Denton, TexasAttachment A Page 3 of 6 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A44AA481F732 ATrACHMENT AENGINEERING SERVICES FORCI FAR CREEK WATER RECLAMATION FAcILrrY WASTEWATER DISCHARGE PERUrr AHENDUEHr a.Prepare for and attend (1) project kickoff meeting. b.Prepare for and attend (1) Technical Memorandum review meeting. C.Prepare for and attend (1) Draft Permit Major Amendment Application review meeting. Deliverables: a. Technical Memorandum in electronic form. b. Draft Permit Major Amendment Application in electronic form. c. WWDP Major Amendment Application in electronic form. Services/Deliverables provided by the CITY: a. Participate in project kickoff meeting, Technical Memorandum, and Draft Permit Major Amendment Application review meetings. b.Background data required for the preparation of the WWDP Major Amendment Application, including but not limited to CITY contact information, CITY tax information, TCEQ enforcement information, and plant operator information. C.Attend proposed Clear Creek WRF site visit. Task 2 – TCEQ PERMIT REVIEW PROCESS COORDINATION A.Respond to comments from the TCEQ to assist in a TCEQ determination that the Application is administratively complete. When notified by the TCEQ, publish a Notice of Receipt of Application and Intent to Obtain a Water Quality Permit (NORI) in minimum one (1) local newspaper and submit documentation to the TCEQ clerk. Distribute copies of the WWDP Major Amendment Application in a public location determined by the CITY. B. Respond to technical questions raised by the TCEQ in review of the WWDP Major Amendment Application. For the purposes of this scope, it is assumed that there will be no more than two (2) rounds of technical comments from the TCEQ. C. Review TCEQ issued Draft Discharge Permit and offer corrections or suggestions for Permit conditions. Coordinate review and comment input from the CITY and system operators . D.ENGINEER will prepare and submit publication for public notice requirements for the TCEQ Permit. ENGINEER will complete the Public Notice Verification Form required by the TCEQ and submit the Public Notice Verification Form, proof of publication, and publisher’s affidavit to the TCEQ. ENGINEER will coordinate the posting of the permitapplication and preliminary decision in a public place determined by the CITY for vlewlrlg. E. Once authorized by the TCEQ, ENGINEER will publish Notice of Application and Preliminary Decision in minimum one (1) local newspaper and monitor request for public hearings or inquiries from interested parties and respond to questions. For this scope, it is assumed that responses will be required from the ENGINEER for up to five (5) inquiries. City of Denton, TexasAttachment A Page 4 of 6 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A44AA481F732 ATrACHMENT AENGINEERING SERVICES FORCLEAR CRED( WATER RECLAHATION FAcILfrY WASTEWATER DISCHARGE PERHrr AHENDUEHf Services/Deliverables provided by the CITY: a. Participate in review of TCEQ issued Draft Discharge Permit. b. Provide public location for required documentation to be posted. Task 3 – PUBLIC INVOLVEMENT This task will be performed on an as-needed basis only. The ENGINEER will not provide these services without prior written authorization from the CITY. A. Public Meetings The ENGINEER will prepare materials, attend, and document as needed for up to one (1) public meeting. The CITY will be responsible for selecting and scheduling meeting location and distributing notifications to the public either through mailers, social media, oremail B. Project Informational Materials The ENGINEER will assist the CITY with updated project information and materials to be used in council meetings and for a project website, if requested. Deliverables: a.Public meeting materials and meeting notes b. Project informational materials Services/Deliverables provided by the CITY: a. Participate in Public Meeting b. Provide location, date, and time for Public Meeting City of Denton, TexasAttachment A Page 5 of 6 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A44AA481F732 ATrACHMENT AENGINEERING SERVICES FORCLEAR CREEK WATER RECLAMATION FACILrrY WASTEWATER DISCHARGE PaHlrr AHENDUEvr ADDITIONAL SERVICES NOT INCLUDEDIN THE EXISTING SCOPE OF SERVICES City and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, upon the City’s written request.Any additional amounts paid to ENGINEER because 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: • Attending meeting with or on behalf of the CITY not identified in the scope. • Services associated with the permit application being challenged by a third party. • Evaluation of any temporary sanitary sewer options for service prior to a constructed WRF. • Design of the onsite sanitary sewer collection system. • Evaluation of any additional potential WRF locations. • Services associated with the procurement of a treatment plant operator. • Permitting related to industrial wastewater generated by the CITY. • Preparation for or attendance of a public meeting for the WWDP. • Preparation for or attendance of mediation between the CITY and other parties. • Evaluation of treatment process that would require preparation of additional WWDP Applications. • Application worksheets or supporting documents not identified in the Scope of Services. • Topographic suIveys. • Franchise utility coordination. • Flood study / Downstream assessment. • Construction administration. • Tree survey. • TXDOT Permit or ROW Research • Any services not listed in the Scope of Services City of Denton, TexasAttachment APage 6 of 6 DocuSign Envelope ID: 39419AA8-+F7BzIB32-AAFA-A44AA481F732 ATrACHMENT B COMPENSATION FORCLEAR CREEK WASTEWATER RECLAMATION PLAXr TREATUEHr FACILrrY WASTEWATER DISCHARGE PERHrr AMENDHEHr ATTACHMENT t'B" Compensation for Engineering Related Services for: CLEAR CREEK WASTEWATER RECLAMATION PLANTTREATMENT FACILITY WASTEWATER DISCHARGE PERMITAMENDMENT Total compensation for the ENGINEER contemplated under the terms of this agreement shall be a total not-to-exceed $110,000 for all services including reimbursable expenses. The CITY shall compensate the ENGINEER as follows: For Tasks 1-3 the total compensation shall be on a lump sum basis and not to exceed $110,000. 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 – Wastewater Discharge Permit Major Amendment Application • Task 2 – TCEQ Permit Review Process Coordination• Task 3 – Public Involvement Grand Total $ 60,000 $ 40,000 $ 10,000 $ 110,000 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, TexasAttachment BPage 1 of 1 DocuSign Envelope ID: 39419AA8-4F7B4B32-AAFA-A44AA481F732 ArrACHMENT AENGINEERING SERVICES FORHICKORY CREEK WATER RECLAHATDN FAcILrrY WASTEWATER DISChARGE PERHrr ATTACHMENT “A” Scope for Engineering Related Services for: HICKORY CREEK WATER RECLAMATION FACILITYWASTEWATER DISCHARGE PERMIT The ENGINEER will perform its services pursuant to the requirements delineated below. Services under this attachment include engineering services for the HICKORY CREEK WATERRECLAMATION FACILITY WASTEWATER DISCHARGE PERMIT project. Proi ect Understanding The CITY is purchasing property within the Hickory Creek Sewer Basin. The CITY has requested ENGINEER to prepare an application to the Texas Commission on Environmental Quality (TCEQ) for the maximum average daily flow Wastewater Discharge Permit (WWDP) that TECQ will allow on Hickory Creek. The identified location of the Water Reclamation Facility (WRF) is located approximately 1.20 miles southwest of the intersection of U.S. 377 and Country Club Road in Denton, Texas. This WWDP is consistent with the Wastewater Master Plan which identified the need for a Water Reclamation Facility (WRF) to serve expected growth. The WWDP is the first step in moving forward with design, bidding, and construction of the WRF that is necessary to serve the plannedgrowth with future wastewater treatment capacity ENGINEER will provide professional services for the following tasks: • Task 1 – Wastewater Discharge Permit Application • Task 2 – TCEQ Permit Review Process Coordination • Task 3 – Public Involvement City of Denton, TexasAttachment A Page 1 of 6 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A44AA481F732 ATrACHMENT AENGINEERING SERVICES FORHICKORY CREEK WATER RECLAMATION FAcILrrY WASTEWATER DISCHARGE PERurr Task 1 – WASTEWATER DISCHARGE PERMIT APPLICATION A. Determine Effluent Discharge Location(s) and Flow 1.Evaluate topography and proposed in#astructure for the WRF. 2. Coordinate with the CITY to establish a wastewater treatment plant location and discharge point(s) that will be identified in the permit application. 3 . Size each treatment unit based off projected wastewater flows from ongoing wastewater masterplan project. Local CoordinationB. 1. Attend up to three (3) meetings with CITY and adjacent landowners and other potential stakeholders near the proposed discharge location. C. Preliminary Treatment Plant Analysis 1. Based on input from equipment vendors, various stakeholders, input from the CITY, and the TCEQ, Prepare a preliminary wastewater analysis for the proposed development. ENGINEER will perform the following tasks: a. Coordinate with the CITY to establish general preferences on the followingaspects of the proposed WRF: 1. 11. 111 . IV. V. Vl . WRF general site layout. Paving and parking.Odor control. Facilities (buildings, laboratories, etc.). Solids management Operations 2 3. Evaluate up to two (2) treatment process options for treating the wastewater. Coordinate with treatment equipment vendors to obtain equipment cost on treatment processes. Prepare preliminary calculations for the sizing of the WRF components for each treatment optIon. D. Phasing Plan 1. Preliminadly size units and evaluate up to three (3) conceptual layouts for expansion of the WRF to buildout flows determined by the ongoing wastewater masterplan project. 2. Identify a phased approach to the WRF expansions. Technical MemorandumE. 1. Prepare a memorandum to the CITY summarizing the analyses performed and provide recommendations for the proposed WRF. The letter shall consist of a technical summary, preliminary site exhibit, buildout site exhibit, and phasingexhibit F. Preparation of Permit Application 1. Following approval by the CITY of the Technical Memorandum, the ENGINEER shall prepare and submit a WWDP Application with the TCEQ. For the purposes of this scope, it is assumed that the application shall be prepared as a Texas Pollution City of Denton, TexasAttachment A Page 2 of 6 DocuSign Envelope ID: 39419AA8JIF7B4B32-AAFA-A44AA481F732 ATrACHMENT AENGINEERING SERVICES FORHICKORY CREEK WATER RECLAHATDN FAcILrrY WASTEWATER DISCHARGE PERHrr Discharge Elimination System (TPDES) application for the discharge of the treated effluent into Hickory Creek. The consultation shall prepare the following tasks in support of aWWDP Application: a.Prepare a TCEQ WWDP Application for the Project. For the purposes of this scope, it is assumed that the following application components will be required: 1. li. 111. IV. V. Vl .viI. Vlll . IX. Domestic Administrative Report 1.0. Domestic Administrative Report 1.1. Supplemental Permit Information Form (SPIF). Domestic Technical Report 1.0. Domestic Technical Report 1.1. Receiving Waters Worksheet 2.0. Stream Physical Characteristics Worksheet 2.1. Pollutant Analyses Requirements Worksheet 4.0. Toxicity Testing Requirements Worksheet 5.0.Industrial Waste Contribution Worksheet 6.0.X. b. Prepare supporting documents required for the WWDP Application, including the following: 1.Schematic site plan with buffer zone and floodplain requirements incorporated. Affected Landowner Map.Landowner Disc or Labels. Original USGS Map. Treatment Process Flow Diagram. Treatment Unit Dimensions Summary. Design Calculations. Solids Management Plan. Original Photographs.Public Involvement Plan 11. 111. IV. V. Vl . Vll. Vlll. IX. X. For the purposes of this scope, it is assumed that the floodplain determination will be made by existing Federal Emergency Management Agency (FEMA) Flood Insurance Rate Maps. 2 A Sewage Sludge Technical Report will be developed to document the quantities of sludge anticipated in the treatment process and the ultimate disposal of the sludge. If final treatment is to be by contract offsite, formal commitment and treatment capability will be obtained by the CITY from the received treatment provider and document to the TCEQ. 3 4. Visit the proposed WRF site to gather site data, such as photographs of the proposed WRF site and discharge route, as required for the proposed WWDP Application. Following review of the Draft Permit Application packet by the CITY, incorporate any CITY comments and submit the Application packet to the TCEQ. Meetings: a. Prepare for and attend (1) project kickoff meeting. b. Prepare for and attend (1) Technical Memorandum review meeting. c. Prepare for and attend (1) Draft Permit Application review meeting. City of Denton, TexasAttachment APage 3 of 6 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A44AA481F732 ATrACHMENT A ENGINEERING SERVICES FORHICKORY CREEK WATER RECLAMATION FAcILrrY WASrEWATER DISCHARGE PERUrr Deliverables: a. Technical Memorandum in electronic form. b Draft Permit Application in electronic form. C.WWDP Application in electronic form. Services/Deliverables provided by the CITY: a. b. Participate in project kickoff meeting, Technical Memorandum, and Draft Permit Application review meetings. Background data required for the preparation of the WWDP Application, including but not limited to CITY contact information, CITY tax information, TCEQ enforcement information, and plant operator information. C.Attend proposed Hickory Creek WRF site visit. Task 2 – TCEQ PERMIT REVIEW PROCESS COORDINATION A.Respond to comments from the TCEQ to assist in a TCEQ determination that the application is administratively complete. When notified by the TCEQ, publish a Notice of Receipt of Application and Intent to Obtain a Water Quality Permit (NORI) in minimum one (1) local newspaper and submit documentation to the TCEQ clerk. Distribute copies of the WWDP Application in a public location determined by the CITY. Respond to technical questions raised by the TCEQ in review of the WWDP Application. For the purposes of this scope, it is assumed that there will be no more than two (2)rounds of technical comments from the TCEQ. B. C. D. Review TCEQ issued Draft Discharge Permit and offer corrections or suggestions for Permit conditions. Coordinate review and comment input from the CITY and system operators, ENGINEER will prepare and submit publication for public notice requirements for the TCEQ Permit. ENGINEER will complete the Public Notice Verification Form required by the TCEQ and submit the Public Notice Verification Form, proof of publication, and publisher’s affidavit to the TCEQ. ENGINEER will coordinate the posting of the permitapplication and preliminary decision in a public place determined by the CITY forvlewmg. E. Once authorized by the TCEQ, ENGINEER will publish Notice of Application and Preliminary Decision in minimum one (1) local newspaper and monitor request for public hearings or inquiries from interested parties and respond to questions. For this scope, it is assumed that responses will be required from the ENGINEER for up to five (5) inquiries. Services/Deliverables provided by the CITY: a. Participate in review of TCEQ issued Draft Discharge Permit. b. Provide public location for required documentation to be posted. City of Denton, TexasAttachment A Page 4 of 6 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A44AA481F732 ArrACHMENT AENGINEERING SERVICES FORHICKORY CREEK WATER RECLAHATDN FACILrrY WASTEWATER DISCHARGE PERHrr Task 3 – PUBLIC INVOLVEMENT This task will be performed on an as-needed basis only. The ENGINEER will not provide these services without prior written authorization from the CITY. A. Public Meetings The ENGINEER will prepare materials, attend, and document as needed for up to one (1 ) public meeting. The CITY will be responsible for selecting and scheduling meeting location and distributing notifications to the public either through mailers, social media, oremail B. Project Informational Materials The ENGINEER will assist the CITY with updated project information and materials to be used in council meetings and for a project website, if requested. Deliverables: a.Public meeting materials and meeting notes b. Project informational materials Services/Deliverables provided by the CITY: a. Participate in Public Meeting b.Provide location, date, and time for Public Meeting City of Denton, TexasAttachment APage 5 of 6 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A44AA481F732 ArrACHMENT AENGINEERING SERVICES FORHICKORY CREEK WATER RECLAHATDN FAclury WAgrEWATaR DiSCHARGE PERHrr ADDITIONAL SERVICES NOT INCLUDEDIN THE EXISTING SCOPE OF SERVICES City and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, upon the City’s written request. Any additional amounts paid to ENGINEER because 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 servicesinclude, but are not limited to the following: • Attending meeting with or on behalf of the CITY not identified in the scope. • Services associated with the permit application being challenged by a third party. • Evaluation of any temporary sanitary sewer options for service prior to a constructed WRF. • Design of the onsite sanitary sewer collection system. • Evaluation of any additional potential WRF locations. • Services associated with the procurement of a treatment plant operator. • Permitting related to industrial wastewater generated by the CITY • Preparation for or attendance of a public meeting for the WWDP. • Preparation for or attendance of mediation between the CITY and other parties. • Evaluation of treatment process that would require preparation of additional WWDP Applications. • Application worksheets or supporting documents not identified in the Scope of Services. • Topographic suIveys. • Franchise utility coordination • Flood study / Downstream assessment. • Construction administration. • Tree survey. • TXDOT Permit or ROW Research • Any services not listed in the Scope of Services City of Denton, TexasAttachment A Page 6 of 6 DocuSign Envelope ID: 39419AA8-4F7B-+B32-AAFA-A44AA481F732 ATrACHMENT BCOMPENSATION FORHICKORY CREEK WASTEWATER RECLAMATION FACILrrY WASTEWATER DISCHARGE PERHrr ATTACHMENT '’B" Compensation for Engineering Related Services for: HICKORY CREEK WASTEWATER RECLAMATION FACILITYWASTEWATER DISCHARGE PERMTT Total compensation for the ENGINEER contemplated under the terms of this agreement shall bea total not-to-exceed $130,000 for all services including reimbursable expenses. The CITY shall compensate the ENGINEER as follows: For Tasks 1-3 the total compensation shall be on a lump sum basis and not to exceed $130,000. Progress payments for shall be paid monthly based on the actual work satisfactorily completedper month in each phase, with the following amounts of the total compensation for each phase of the Project: • Task 1 – Wastewater Discharge Permit Application • Task 2 – TCEQ Permit Review Process Coordination• Task 3 – Public Involvement S 80,000 § 40,000 $ 10,000 Grand Total $ 130,000 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, TexasAttachment BPage 1 of 1 DocuSign Envelope ID: 39419AA84F7B4B32-AAFA-A44AA481F7J3_2_- ' CIQ FORM 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 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 1 1 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.) 3 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), Lncal 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?H Yes = 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 govemmental entity?n Yes = 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?n Yes a No D.Describe each employment or business and family relationship with the local government officer named in this section. 4 5 Lg I have no Conflict of Interest to disclose. 5/8/2023 RgnatlmM mEth the governmental entity Date DocuSign Envelope ID: 39419AA8-4F7BJIB32-AAFA-A44AA481F732 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 1 76 of the Local Govemment Code may be found at http://www.statutes-legis.state.tx.us/ Docs/LG/htm/LCl176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or 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 govemrnental entity is considering entering into a contract with the va]doc (B) has given to the local govemment officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006{a) and (a-1} (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and (1) has an employment or other business relationship with a local govemment officer of that local governmental entity, or a family member ofthe officer, describedby 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 govemmental entity. (a_ 1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local govemmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or 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 govemment 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 govemment officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3d degree of affInity (marriage) or consanguinitY (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Conunission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation- This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars (850.00) per gift or multiple gift cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may reconurrend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1 ) year, 'orm provided by Texas Ethics Commission www. ethics .state .tx. us Revised 11/30/2015 [Xx;uSign Certificate Of Completion Envelope Id: 39419AA84F7B4B32AAFAA44AA481F732 Subject: Please DocuSign: City Council Contract 7574-028 Clear Creek and Source Envelope: Status: Completed Hickory Creek WW Discharge Permit Document Pages: 35 Certificate Pages: 6AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Signatures: 6 Initials: 1 Envelope Originator: Crystal Westbrook901 B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original4/28/2023 3:59:14 PM 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: 4/28/2023 4:03:32 PM Viewed: 4/28/2023 4:03:43 PM Signed: 4/28/2023 4:04:37 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: 4/28/2023 4:04:40 PM Viewed: 5/1/2023 8:46:57 AM Signed: 5/1/2023 8:47:23 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication(None) 'DocuSigned br IAwtLLhM&b .4B070831B4AA438. Sent: 5/1/2023 8:47:26 AM Viewed: 5/5/2023 5:45:37 PM Signed: 5/5/2023 5:47:35 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) Sent: 5/5/2023 5:47:38 PM Viewed: 5/8/2023 7:27:33 AM Signed: 5/8/2023 2:05:10 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-e5cc-4b57-8548-4dd7e031355d Signer Events Stephen D. Gay stephen.gay@cityofdenton.com Director , Security Level: Email, Account Authentication (None) Signature 'DoaBWd brt gMP. „“9E8FF5658ES6492 Timestamp Sent: 5/8/2023 2:05:13 PM Viewed: 5/8/2023 2:33:02 PM Signed: 5/8/2023 2:33:40 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 5/8/2023 2:33:02 PMID: 07fb0 148-9172-4060-b6de-b0012322f40b 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: 5/8/2023 2:33:43 PM Viewed: 6/7/2023 7:39:27 AM Signed: 6/7/2023 7:40:14 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 6/7/2023 7:40:18 AM Viewed: 6/7/2023 7:46:52 AM Signed: 6/7/2023 7:47:01 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication(None) 'DowSWd brI l„ s„„w.2437C77B897541 O Sent: 6/7/2023 7:47:04 AM Viewed: 6/7/2023 8:32:52 AM Signed: 6/7/2023 8:51 :27 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 6/7/2023 8:32:52 AMID: e7ecf7a7-ba12'+e9b-8957-95ddec46c43d 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: 4/28/2023 4:04:40 PM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 5/8/2023 2:33:43 PM Viewed: 5/8/2023 2:58:21 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/7/2023 8:51 :30 AM Viewed: 6/7/2023 8:58:45 AM David Brown david.brown@cityofdenton.com PM Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 4/1 0/2019 2:M:36 PMID: 20238ddf-ccd6-4d52-988f-8c9f3436055e Sent: 6/7/2023 8:51 :31 AM Jewel Lanning jewel.lanning@cityofdenton.com Contract Control Specialist City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/7/2023 8:51 :32 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 4/28/2023 4:03:32 PM 6/7/2023 8:32:52 AM 6/7/2023 8:51 :27 AM 6/7/2023 8:51 :32 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Scott Arnold, Stephen D. Gay, Jesus Salazar, 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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