7599-006 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: B1F55BED-0622-4230-88DD-AE2E3A01D9A6
Stormwater Master Plan Assessment
Cori Power
Not Applicable
7599-006PSA
N/A
JUNE 7, 2022
22-1131
City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
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PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 7599-006
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT (the “Agreement”) is made and entered into on
________________________, by and between the City of Denton, Texas, a Texas municipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called “OWNER” and Freese and Nichols, Inc., with its corporate
office at 2200 San Jacinto Blvd, Suite 330, Denton, Texas 75205, hereinafter called
“CONSULTANT,” acting herein, by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
CONSULTANT AS INDEPENDENT CONTRACTOR
The OWNER has selected CONSULTANT on the basis of demonstrated competence and
qualifications to perform the services herein described for a fair and reasonable price pursuant to
Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the
CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER
will not assert control over the day-to-day operations of the CONSULTANT. The
CONSULTANT is customarily engaged to provide services as described herein independently
and on a nonexclusive basis in the course of its business. This Agreement does not in any way
constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby
agrees to perform the services described herein based on the skills required for the scope of work
in connection with the Project as stated in the sections to follow, with diligence and in
accordance with the highest professional standards customarily obtained for such services in the
State of Texas. The professional services set out herein are in connection with the following
described project:
The Project shall include, without limitation, Stormwater Master Plan Assessment, as
described in Exhibit A, which is attached hereto and incorporated herein (the “Project”).
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is
attached hereto and made a part hereof as Exhibit A as if written word for word herein.
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Standard Agreement for Professional Services Revised Date: 12/5/18
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B. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit A, which shall be attached to this Agreement and made a part
hereof.
C. If there is any conflict between the terms of this Agreement and the exhibits attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached exhibits or task orders.
D. The CONSULTANT shall perform its services:
1. with the professional skill and care ordinarily provided by competent engineers
practicing 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.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included in the above-described Basic Services, may be negotiated as
needed, per rates included in Exhibit A.
A. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
B. Preparing data and reports for assistance to OWNER in preparation for hearings before
regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or
by deposition, and preparations therefore before any regulatory agency, court, arbitration
panel or mediator.
C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration,
dispute review boards, or other legal and/or administrative proceedings in the defense or
prosecution of claims disputes with Contractor(s).
D. Assisting OWNER in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any, shall
be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside
of and in addition to this AGREEMENT.
E. Visits to the site in excess of the number of trips included in Exhibit A.
F. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
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City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
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ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of this
AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt
and continuous manner, so as to not delay the completion of the Project in accordance with the
schedules as described in Exhibit A. The contract shall remain effective for a period which may
reasonably be required for the completion of the Project, acceptance by an authorized
representative of the OWNER, exhaustion of authorized funds, or termination as provided in this
Agreement, whichever occurs first.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail at an hourly rate shown in Exhibit A which is attached hereto and made a
part of this Agreement as if written word for word herein, a total fee, including
reimbursement for direct non-labor expenses not to exceed $500,000.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
from the OWNER. The CONSULTANT shall not proceed to perform the services listed
in Article III “Additional Services,” without obtaining prior written authorization from
the OWNER.
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City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
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C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate shown in Exhibit A. Payments for additional services shall be
due and payable upon submission by the CONSULTANT and approval by the City staff,
and shall be in accordance with subsection B hereof. Statements shall not be submitted
more frequently than monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTANT’s
undisputed statement thereof, the amounts due the CONSULTANT will be paid interest
in accordance with the Texas Government Code 2251.025. Additionally, the
CONSULTANT may, after giving seven (7) days’ written notice to the OWNER,
suspend services under this Agreement until the CONSULTANT has been paid in full all
amounts due for services, expenses, and charges. Nothing herein shall require the
OWNER to pay the late charge if the OWNER reasonably determines that the work is
unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide
dispute concerning the amount due, or the invoice was not mailed to the address or in the
form as described in this Agreement. The OWNER will notify CONSULTANT of any
disputes within twenty-one (21) days of receipt of the invoice.
E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215
E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the
contract administrator. It is the intention of the City of Denton to make payment on
completed orders within thirty days after receipt of invoice or items; whichever is later,
unless unusual circumstances arise. Invoices must be fully documented as to labor,
materials, and equipment provided, if applicable, and must reference the City of
Denton Purchase Order Number in order to be processed. No payments shall be
made on invoices not listing a Purchase Order Number.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
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Standard Agreement for Professional Services Revised Date: 12/5/18
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Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
ARTICLE VIII
INDEMNITY AGREEMENT
IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,
THE CONSULTANT SHALL INDEMNIFY OR HOLD HARMLESS THE CITY
AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE CONSULTANT OR
CONSULTANT’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER
ENTITY OVER WHICH THE CONSULTANT EXERCISES CONTROL TO THE
EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF
NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY
INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY
IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES IN
PROPORTION TO THE CONSULTANT’S LIABILITY.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT
shall maintain insurance in compliance with the requirements of Exhibit B which is
attached hereto and made a part of this Agreement as if written word for word herein.
ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to mediation with each party bearing its own costs of mediation. No mediation arising
out of or relating to this Agreement, involving one party’s disagreement may include the other
party to the disagreement without the other’s approval. Mediation will not be a condition
precedent to suit.
ARTICLE XI
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days’ advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
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City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
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mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than fifteen (15) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V “Compensation.” Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
work; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
ARTICLE XIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing:
To CONSULTANT: To OWNER:
Freese and Nichols, Inc. City of Denton
Chris Johnson, P.E., CFM Purchasing Manager –File 7599-006
220 San Jacinto Blvd, Suite 330 901B Texas Street
Denton, Texas 76205 Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days’ mailing.
ARTICLE XIV
ENTIRE AGREEMENT
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City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
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This Agreement and related exhibits constitute the complete and final expression of this
Agreement of the parties, and is intended as a complete and exclusive statement of the terms of
their agreements, and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements which may have been made in
connection with the subject matter hereof.
ARTICLE XV
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as those laws may now
read or hereinafter be amended.
ARTICLE XVII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, sexual orientation, national origin or
ancestry, age, or physical handicap.
ARTICLE XVIII
PERSONNEL
A. The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XIX
ASSIGNABILITY
The CONSULTANT acknowledges that this Agreement is based on the demonstrated
competence and specific qualifications of the CONSULTANT and is therefore personal as to the
CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement,
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and shall not transfer any interest in this Agreement (whether by assignment, novation, or
otherwise) without the prior written consent of the OWNER.
ARTICLE XX
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A – Consultant’s Scope of Services Offer, Project Schedule, and Compensation
Rate Sheet
Exhibit B – Consultant’s Insurance Requirements
Exhibit C – Conflict of Interest Questionnaire
What is called for by one exhibit shall be as binding as if called for by all. In the event of
an inconsistency or conflict in this Agreement and any of the provisions of the exhibits,
the inconsistency or conflict shall be resolved by giving precedence first to this
Agreement then to the exhibits in the order in which they are listed above.
B. This Agreement shall be governed by, construed, and enforced in accordance with, and
subject to, the laws of the State of Texas or federal law, where applicable, without regard
to the conflict of law principles of any jurisdiction. In the event there shall be any dispute
arising out of the terms and conditions of, or in connection with, this Agreement, the
party seeking relief shall submit such dispute to the District Courts of Denton County or
if federal diversity or subject matter jurisdiction exists, to the United States District Court
for the Eastern District of Texas-Sherman Division.
C. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Chris Johnson. However, nothing herein shall limit CONSULTANT
from using other equally qualified and competent members of its firm to perform the
services required herein.
D. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
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E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
F. The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
G. 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.
ARTICLE XXII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during the contract period
and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in
which case records shall be kept until all audit tasks are completed and resolved. These books,
records, documents and other evidence shall be available, within 10 business days of written
request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to this
agreement, and to allow the OWNER similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will
be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an
overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs,
must be borne by the CONTRACTOR which must be payable within five business days of
receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of
the terms "books", "records", "documents" and "other evidence", as used above, shall be
construed to include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
ARTICLE XXIV
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PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL
Contractor 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 company that it: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and
“company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this agreement, Contractor certifies that Contractor’s signature
provides written verification to the City that Contractor: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
ARTICLE XXV
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, Contractor certifies that Contractor’s signature provides written verification to the
City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this
agreement and will not become ineligible to receive payments under this agreement by doing
business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
ARTICLE XXVI
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN
ENERGY COMPANIES
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
“boycott energy company” and “company” shall have the meanings ascribed to those terms in
Section 809.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the
term of the agreement. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
ARTICLE XXVII
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN
FIREARM ENTITIES AND FIREARM TRADE ASSOCIATIONS
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity
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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 Chapter 2274 of the Texas Government Code. By signing this agreement,
Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
ARTICLE XXVIII
TERMINATION RIGHT FOR CONTRACTS WITH COMPANIES DOING BUSINESS
WITH CERTAIN FOREIGN-OWNED COMPANIES
The City of Denton may terminate this Contract immediately without any further liability if the
City of Denton determines, in its sole judgment, that this Contract meets the requirements under
Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or
other ownership interest of the company is held or controlled by individuals who are citizens of
China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the
Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is
headquartered in China, Iran, North Korea, Russia, or other designated country.
ARTICLE XXIX
CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules
requiring the business entity to file Form 1295 electronically with the Commission.
Consultant will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/filinginfo/1295/
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject
line. (EX: Contract 1234 – Form 1295)
The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day
after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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ARTICLE XXX
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 Contract resulting 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 be subject to disciplinary action up to and including dismissal. Any
violation of this provision, with the knowledge, expressed or implied, of the Contractor shall
render the Contract voidable by the City. The Consultant shall complete and submit the City’s
Conflict of Interest Questionnaire.
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.
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
CONSULTANT
BY: ______________________________
AUTHORIZED SIGNATURE
Printed Name: ______________________
Title: _____________________________
__________________________________
PHONE NUMBER
__________________________________
EMAIL ADDRESS
__________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: ______________________________
SARA HENSLEY, CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
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2022-883773
817-735-7378
Vice-President
Scott.Hubley@freese.com
Scott Hubley
06/07/2022
City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
Page 13 of 22
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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Capital Projects - Engineering
Director of Capital Projects/City Engineer
Rebecca Diviney
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ATTACHMENT SC
CITY OF DENTON STORMWATER MASTERPLAN NEEDS ASSESSMENT
SCOPE OF SERVICES AND RESPONSIBILITIES OF CLIENT
PROJECT UNDERSTANDING
The City of Denton has initiated the development of a Stormwater Master Plan. The purpose of the
Stormwater Master Plan is to prepare a strategic direction for the stormwater utility that includes inventory
and condition assessment of stormwater infrastructure, hydrologic and hydraulic modeling of watersheds,
capital project identification and prioritization, funding levels and budget allocation, and a review of
maintenance and development practices. This first effort is a needs assessment which will help FNI and the
City define future phases required to develop a comprehensive stormwater masterplan. The needs
assessment will include staff and stakeholder interviews; identification and prioritization of watersheds and
hotspot flooding areas in need of detailed study; limited field investigations to characterize the nature of the
stormwater infrastructure; initial prioritization of known capital needs; review and evaluation of
programmatic practices such as business operations, maintenance practices, and development management;
and strategy development for future phases of work.
This scope of work includes the following tasks:
Task Service Type Basis of Compensation Fee Allocation
1 – Data Collection and Review Basic Lump Sum $15,000.00
2 – Flooding Hotspot Analysis and
Watershed Prioritization
Basic Lump Sum $50,000.00
3 – Infrastructure Condition
Assessment Pilot
Basic Lump Sum $140,000.00
4 – Initial Capital Project Prioritization Basic Lump Sum $45,000.00
5 – Review and Evaluation of Current
Program and Practices
Basic Lump Sum $90,000.00
6 – Masterplan Strategy Development
and Deliverables
Basic Lump Sum $40,000.00
7 – PM and Meetings Special Hourly plus expenses,
not to exceed
$39,000.00
8 – Staff and Stakeholder Interviews Special Hourly plus expenses,
not to exceed
$11,000.00
9 – As-needed Services (only if
authorized by client)
Special Hourly plus expenses,
not to exceed
$70,000.00
Total Contract Value $500,000.00
Exhibit A
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ARTICLE I
BASIC SERVICES: FNI shall render the following professional services in connection with the development of
the Project:
Task 1 – Data Collection and Review
FNI will attempt to collect and review the following information:
1) Previous models, watershed studies, and reports from the City
2) GIS data, including but not limited to topographic maps, zoning maps, storm drain system mapping,
easements, property lines, drainage complaints, NFIP policies and claims, maintenance records,
future land use maps and aerial imagery from the City for base map development.
3) Any infrastructure condition assessment information including inventory, CCTV, criticality
assessments, or historical maintenance data
4) Capital planning documents, stormwater utility financial information, current and recent stormwater
budget allocations
5) Development management documents such as ordinances and criteria
6) Stormwater program organizational charts and staffing information
7) Stormwater maintenance program records, backlog and planning information
Task 2 – Flooding Hotspot Analysis and Watershed Prioritization
The purpose of this task is to utilize readily available information to develop an understanding of priority
locations within the City in need of detailed study. Development of new hydrologic and hydraulic models is
not included.
1) FNI will summarize the flooding risk to property and life safety by utilizing the City wide rain on mesh
results and intersecting with building footprints and roadway overtopping locations.
2) Flood risk will be summarized on a city-wide basis and at a watershed/hotspot level as appropriate.
FNI will delineate watersheds within the City as needed at a scale appropriate to prioritize future
study efforts.
3) FNI will develop a watershed prioritization system to potentially include factors such as flood risk
indicators, drainage complaints, NFIP policies and claims, repetitive loss areas, existence of prior
studies/capital projects, infrastructure condition needs, development trends, and other relevant
factors. The prioritization system will be developed jointly with City staff input. The purpose of the
watershed prioritization system is to identify areas at most need of further detailed study.
4) FNI will identify areas within the City that would be potentially most vulnerable (up to 5 areas) to
increased flood risk due to anticipated future development activity. This assessment will be based
on current and future land use information provided by the City and the previously prepared rain on
mesh results.
5) FNI will develop plan to develop studies including detailed hydrologic and hydraulic modeling and
capital project development for the most chronic flooding areas. The plan will incorporate planning
constraints such as schedule and budget with consultation of City staff.
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Task 3 – Infrastructure Condition Assessment Pilot
The purpose of this task is to develop an initial understanding of the nature and condition of the stormwater
infrastructure within the City. It is anticipated that this task will include both natural and constructed
stormwater infrastructure.
1) Desktop Review
a. Review and characterize any condition assessment data collected in Task 1
b. Identify and document gaps within the condition assessment data.
2) Field Visit
a. Conduct one half day field visit with City staff to observe a representative sample of
infrastructure within the City.
3) Pilot Condition Assessment (to help define and prioritize future authorized condition assessments)
a. Develop a pilot data collection plan to include condition assessment data for approximately
the following features:
i. 10,000 LF of closed storm drain (CCTV) main lines (or a separately negotiated
reduced length combination of storm drain main lines and laterals).
ii. The condition of up to 5 detention facilities will be reviewed during a site visit in
which the conditions will be observed and photo documented.
iii. The condition of up to 3 miles of open channel will be assessed by walking discrete
sections of channel chosen following the desktop data review. Conditions of the
open channels (streams) and infrastructure present within the channel corridor will
be photo documented. Potential future erosion on channel banks will be mapped
and evaluated using the Bank Erosion Hazard Index (BEHI), a rapid field assessment
that rates erosion potential based on geomorphic variables present in the channel.
b. Review plan with City to jointly approve locations for pilot data collection
c. Conduct field condition assessments for identified features and document in technical
memorandum with supporting backup information.
d. Identify and summarize any deficient features in need of repair.
4) Based on the desktop review, field visit and pilot condition assessment, develop a stormwater asset
condition index and/or criticality assessment.
5) Using the asset condition index and/or criticality assessment, develop a strategy for future condition
assessment data collection and capital planning related to stormwater infrastructure. This strategy
does not include specific tactic, such as reviewing specific workflows, data management, software
recommendations, or integration of processes with other Departments/Divisions.
Task 4 – Initial Capital Project Prioritization
Utilize available information to develop a near term capital plan while masterplan efforts continue during
future phases.
1) Review prior studies/project candidates and identify projects that meet the City’s current objectives
and combine with any capital needs identified in Task 3 to develop an initial capital project list for
prioritization.
2) Discuss parameters of capital program with City staff potentially to include:
a. Scale of annual capital program
b. Scale of typical project
c. Number of years of backlog desired
d. Assumptions on timing for staff to complete design and construction for project phasing
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e. Types of projects to include
3) In conjunction with City staff, develop a capital project prioritization system. FNI will make up to one
round of revisions to scoring system based on City comments.
4) Document prioritization system and summarize results.
Task 5 – Review and Evaluation of Current Program and Practices
This task includes review of business and operational practices of the stormwater utility program.
1) Operations and Maintenance Review
a. Review and summarize current O&M staffing levels, equipment and practices based on staff
interviews, maintenance records, and other available information.
b. Based on the O&M review, perform a gap analysis between existing and preferred
capabilities and make recommendations as appropriate.
2) Development Review Processes
a. Review and summarize current design criteria, ordinances and development review
processes.
b. Based on the development process review and staff interviews, perform a gap analysis
between existing and preferred capabilities and make recommendations as appropriate.
3) Business Operations
a. Review financial data, current policies, procedures and processes, regulatory compliance
activities
b. Determine current and future business goals and core services to be provided based on input
from staff interviews in Task 8.
c. Based on the results of prior tasks, develop a summary characterization of the current
business practices of the stormwater utility program.
d. Perform a gap analysis between existing and preferred capabilities and make
recommendations as appropriate.
4) Funding Resources Assessment
a. High-level/strategic evaluation
b. Collaborative look (with City staff) at what Denton believes the drainage utility fee should
cover, considering potential infrastructure renewal principles and financing for capital
projects
c. Comparison of Denton drainage utility fee rates with other Texas cities
d. Consideration of functionality and scope of drainage enterprise fund as compared to water
enterprise fund
e. Address the question, “Should Denton pursue a rate increase, modify the rate structure, or
both to be able to meet anticipated future needs?”
Task 6 – Masterplan Strategy Development and Deliverables
1) Based on the results of the prior tasks, summarize the overall program goals and direction.
2) Make recommendations on near term and long-term actions as appropriate including future phases
of a stormwater masterplan development.
3) Summarize findings in a draft report and submit for City review.
4) Make up to one (1) round of revisions to the draft report based on City comments.
5) Submit final report.
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ARTICLE II
SPECIAL SERVICES: FNI shall render the following professional services in connection with the development
of the Project:
Task 7 – PM and Meetings
1) Project Management - FNI will provide Project Management services including project coordination and
communications with the City and monthly status reporting (at a minimum).
2) Meetings - FNI will conduct up to a total of thirteen (13) team meetings with City staff. These meetings
are anticipated as follows:
a) Kickoff and data collection meeting (1)
b) Data Collection Review meeting (1)
c) Staff and Stakeholder interviews are included in Task 8
d) Flooding hotspot analysis meeting (1)
e) Infrastructure condition assessment meetings (2)
f) Initial capital project prioritization meetings (2)
g) Review and evaluation of current program and practices meetings (2)
h) Masterplan strategy development meeting (1)
i) Up to three (3) additional team meeting as needed
Task 8 – Staff and Stakeholder Interviews
1) FNI will interview management, staff, and development review consultants to develop an
understanding of current processes with respect to data management, equipment and capabilities,
customer service, regulatory compliance, internal policies, and known problem areas.
2) This effort is anticipated to include up to five (5) two-hour interviews.
3) The list of interviews will be jointly approved in advance.
4) It is assumed that interviews will be conducted in person at City of Denton offices.
5) FNI will provide a summary of interviews with individual meeting minutes.
Task 9 - As-Needed Services: A total budget allowance of $70,000.00 has been set aside to cover services
that have been identified as potentially needed to support the project but are currently not well defined. If
needed, the scope will be negotiated and authorized separately by Client. Compensation will be in
accordance with Attachment CO. These services include activities such as, but not limited to:
1. Traffic control in support of CCTV condition assessments
2. Pipeline cleaning in support of CCTV condition assessments
3. Benchmarking activities with other communities
4. Additional condition assessments to better inform strategy development
5. Other similar activities that support the overall objectives of the Needs Assessment
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ARTICLE III
ADDITIONAL SERVICES: Any services performed by FNI that are not included in the Basic Services or Special
Services described above are Additional Services. Additional Services to be performed by FNI, if authorized
by Client, are described as follows:
1. Development of grant applications
2. Detailed modeling or watershed studies
3. Development of stormwater impact fees
4. Field Survey
5. Assistance with legal proceedings
6. Coordination with FEMA including a CLOMR or LOMR
ARTICLE IV
TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution of this
Agreement and agrees to complete the services in 12 months from Notice to Proceed.
If FNI’s services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule
consistent with the number of days of delay. These delays may include but are not limited to delays in Client
or regulatory reviews, delays on the flow of information to be provided to FNI, governmental approvals, etc.
These delays may result in an adjustment to compensation as outlined on the face of this Agreement and in
Attachment CO.
ARTICLE V
RESPONSIBILITIES OF CLIENT: Client shall perform the following in a timely manner so as not to delay the
services of FNI:
A. Designate in writing a person to act as Client’s representative with respect to the services to be
rendered under this Agreement. Such person shall have contract authority to transmit instructions,
receive information, interpret and define Client’s policies and decisions with respect to FNI’s services
for the Project.
B. Provide all criteria and full information as to Client’s requirements for the Project, including design
objectives and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations; and furnish copies of all design and construction
standards which Client will require to be included in the drawings and specifications.
C. Assist FNI by placing at FNI’s disposal all available information pertinent to the Project including
previous reports and any other data relative to design or construction of the Project.
D. Arrange for access to and make all provisions for FNI to enter upon public and private property as
required for FNI to perform services under this Agreement.
E. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents
presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as Client
deems appropriate for such examination and render in writing decisions pertaining thereto within a
reasonable time so as not to delay, or cause rework in, the services of FNI.
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F. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project
and such approvals and consents from others as may be necessary for completion of the Project.
G. Client shall make or arrange to have made all subsurface investigations, including but not limited to
borings, test pits, soil resistivity surveys, and other subsurface explorations. Client shall also make or
arrange to have made the interpretations of data and reports resulting from such investigations. All
costs associated with such investigations shall be paid by Client.
H. Provide such accounting, independent cost estimating and insurance counseling services as may be
required for the Project, such legal services as Client may require or FNI may reasonably request with
regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such
auditing service as Client may require to ascertain how or for what purpose any Contractor has used
the moneys paid under the construction contract, and such inspection services as Client may require
to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order
applicable to their furnishing and performing the work.
I. Give prompt written notice to FNI whenever Client observes or otherwise becomes aware of any
development that affects the scope or timing of FNI’s services, or any defect or nonconformance of
the work of any Contractor.
J. Furnish, or direct FNI to provide, Additional Services as stipulated in Attachment SC, Article III of this
Agreement or other services as required.
K. Bear all costs incident to compliance with the requirements of this Article V.
ARTICLE VI
DESIGNATED REPRESENTATIVES: FNI and Client designate the following representatives:
Client’s Designated Representative – Michael Linder, P.E., 401 N Elm Street, Denton, TX 76201; 940-349-
8942, Michael.linder@cityofdenton.com
Client’s Accounting Representative –
FNI’s Designated Representative – Chris Johnson, P.E., CFM; 2200 San Jacinto Blvd, Suite 330; Denton,
Texas 76205; 940-208-0630; chris.johnson@freese.com
FNI’s Accounting Representative – Kyle Kennedy, 801 Cherry Street, Suite 2800; Fort Worth, Texas 76102;
817-735-7423; kyle.kennedy@freese.com
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ATTACHMENT CO
Min Max
Professional 1 80 148
Professional 2 100 157
Professional 3 122 228
Professional 4 152 244
Professional 5 185 350
Professional 6 197 398
Construction Manager 1 89 176
Construction Manager 2 109 190
Construction Manager 3 167 224
Construction Manager 4 205 289
CAD Technician/Designer 1 71 147
CAD Technician/Designer 2 104 158
CAD Technician/Designer 3 133 208
Corporate Project Support 1 52 126
Corporate Project Support 2 73 175
Corporate Project Support 3 105 266
Intern / Coop 42 107
Rates for In-House Services and Equipment
Mileage Bulk Printing and Reproduction Equipment
Standard IRS Rates B&W Color Valve Crew Vehicle (hour)$75
Small Format (per copy)$0.10 $0.25 Pressure Data Logger (each)$200
Technology Charge Large Format (per sq. ft.)Water Quality Meter (per day)$100
$8.50 per hour Bond $0.25 $0.75 Microscope (each)$150
Glossy / Mylar $0.75 $1.25 Pressure Recorder (per day)$100
Vinyl / Adhesive $1.50 $2.00 $275
Coating Inspection Kit (per day)$275
Mounting (per sq. ft.)$2.00 Flushing / Cfactor (each)$500
Binding (per binding)$0.25 Backpack Electrofisher (each)$1,000
Survey Grade Standard
Drone (per day)$200 $100
GPS (per day)$150 $50
OTHER DIRECT EXPENSES:
These ranges and/or rates will be adjusted annually in February. Last updated 2022.
350022022
Position
Other direct expenses are reimbursed at actual cost times a multiplier of 1.15.They include outside printing and
reproduction expense,communication expense,travel,transportation and subsistence away from the FNI office.For
other miscellaneous expenses directly related to the work,including costs of laboratory analysis,test,and other work
required to be done by independent persons other than staff members,these services will be billed at a cost times a
multipler of 1.15.For Resident Representative services performed by non-FNI employees and CAD services performed In-
house by non-FNI employees where FNI provides workspace and equipment to perform such services,these services will
be billed at cost times a multiplier of 2.0.This markup approximates the cost to FNI if an FNI employee was performing
the same or similar services.
Hourly Rate
Compensation to FNI for Basic Services in Attachment SC shall be the lump sum of Three Hundred Eighty Thousand
Dollars ($380,000).
Compensation to FNI for Special Services in Attachment SC shall be computed on the basis of the following Schedule of
Charges, but shall not exceed One Hundred Twenty Thousand Dollars ($120,000).
If FNI sees the Scope of Services changing so that Additional Services are needed,including but not limited to those
services described as Additional Services in Attachment SC,FNI will notify OWNER for OWNER's approval before
proceeding. Additional Services shall be computed based on the following Schedule of Charges.
COMPENSATION
Ultrasonic Thickness Guage (per day)
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City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
Page 15 of 22
Exhibit B
CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended
that bidders confer with their respective insurance carriers or brokers to determine in advance
of Bid submission the availability of insurance certificates and endorsements as prescribed
and provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirements, that bidder may be disqualified from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder
shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall
provide and maintain until the contracted work has been completed and accepted by the City of
Denton, Owner, the minimum insurance coverage as indicated hereinafter.
As soon as practicable after notification of bid award, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid number and title of the
project. Contractor may, upon written request to the Purchasing Department, ask for
clarification of any insurance requirements at any time; however, Contractors are strongly
advised to make such requests prior to bid opening, since the insurance requirements may not be
modified or waived after bid opening unless a written exception has been submitted with the bid.
Contractor shall not commence any work or deliver any material until he or she receives
notification that the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A- VII or better.
• Any deductibles or self-insured retentions shall be declared in the bid proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees and
volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
• Liability policies shall be endorsed to provide the following:
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City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
Page 16 of 22
• Name as additional insured the City of Denton, its Officials, Agents,
Employees and volunteers.
• That such insurance is primary to any other insurance available to the
additional insured with respect to claims covered under the policy and that this
insurance applies separately to each insured against whom claim is made or
suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
• Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled before the expiration date.
• Should any of the required insurance be provided under a claims-made form,
Contractor shall maintain such coverage continuously throughout the term of
this contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give
rise to claims made after expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
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City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
Page 17 of 22
used:
• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU)
exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and use of
all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned, hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with
§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's
Compensation Commission (TWCC).
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City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
Page 18 of 22
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an "occurrence" basis, and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
combined bodily injury and property damage per occurrence with a aggregate.
[X] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
Page 19 of 22
ATTACHMENT 1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner-operators, employees of any such entity, or
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1) a certificate of coverage, prior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage
for all persons providing services on the project; and
DocuSign Envelope ID: B1F55BED-0622-4230-88DD-AE2E3A01D9A6
City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
Page 20 of 22
2) no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1) provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3) provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4) obtain from each other person with whom it contracts, and provide to the
contractor:
a) certificate of coverage, prior to the other person beginning work on the
project; and
b) a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5) retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
DocuSign Envelope ID: B1F55BED-0622-4230-88DD-AE2E3A01D9A6
City of Denton, Texas Contract 7599-006
Standard Agreement for Professional Services Revised Date: 12/5/18
Page 21 of 22
6) notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
7) Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing
false or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
DocuSign Envelope ID: B1F55BED-0622-4230-88DD-AE2E3A01D9A6
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton
Ethics 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 the
date 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 a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
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 day
after 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.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government 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?
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 governmental entity?
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?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: B1F55BED-0622-4230-88DD-AE2E3A01D9A6Exhibit C
Freese and Nichols, Inc.
5/13/2022
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.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 $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after 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 governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real 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 ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
DocuSign Envelope ID: B1F55BED-0622-4230-88DD-AE2E3A01D9A6
Certificate Of Completion
Envelope Id: B1F55BED0622423088DDAE2E3A01D9A6 Status: Completed
Subject: Please DocuSign: City Council Contract 7599-006 Stormwater Master Plan PSA
Source Envelope:
Document Pages: 31 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
5/11/2022 3:03:35 PM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Signed by link sent to cori.power@cityofdenton.com
Using IP Address: 198.49.140.10
Sent: 5/12/2022 8:59:55 AM
Viewed: 5/12/2022 9:00:06 AM
Signed: 5/12/2022 9:00:47 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to lori.hewell@cityofdenton.com
Using IP Address: 198.49.140.10
Sent: 5/12/2022 9:00:51 AM
Viewed: 5/12/2022 11:46:54 AM
Signed: 5/12/2022 12:50:47 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to
marcella.lunn@cityofdenton.com
Using IP Address: 47.24.6.135
Sent: 5/12/2022 12:50:50 PM
Viewed: 5/13/2022 1:48:12 PM
Signed: 5/13/2022 1:49:17 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Scott Hubley
Scott.Hubley@freese.com
Vice-President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Signed by link sent to Scott.Hubley@freese.com
Using IP Address: 97.75.108.6
Sent: 5/13/2022 1:49:21 PM
Viewed: 5/13/2022 4:33:12 PM
Signed: 5/13/2022 4:34:18 PM
Electronic Record and Signature Disclosure:
Accepted: 5/13/2022 4:33:12 PM
ID: bb2c5011-a367-4497-a8c5-f6dec2dff38d
Signer Events Signature Timestamp
Rebecca Diviney
Rebecca.Diviney@cityofdenton.com
Director of Capital Projects/City Engineer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Signed by link sent to
Rebecca.Diviney@cityofdenton.com
Using IP Address: 198.49.140.10
Sent: 5/13/2022 4:34:21 PM
Viewed: 5/13/2022 4:39:06 PM
Signed: 5/13/2022 4:39:26 PM
Electronic Record and Signature Disclosure:
Accepted: 5/13/2022 4:39:06 PM
ID: 76a68973-b900-4678-a532-a9df58fbaaa7
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Signed by link sent to
cheyenne.defee@cityofdenton.com
Using IP Address: 198.49.140.10
Sent: 5/13/2022 4:39:29 PM
Viewed: 6/8/2022 8:32:37 AM
Signed: 6/8/2022 8:33:06 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to
sara.hensley@cityofdenton.com
Using IP Address: 198.49.140.10
Sent: 6/8/2022 8:33:10 AM
Viewed: 6/8/2022 8:35:55 AM
Signed: 6/8/2022 8:36:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Signed by link sent to rosa.rios@cityofdenton.com
Using IP Address: 198.49.140.10
Sent: 6/8/2022 8:36:07 AM
Viewed: 6/9/2022 2:58:17 PM
Signed: 6/9/2022 2:58:39 PM
Electronic Record and Signature Disclosure:
Accepted: 6/9/2022 2:58:17 PM
ID: 01bb4c2c-e97f-4bba-af25-abaf68992c2d
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 5/12/2022 9:00:51 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 5/13/2022 4:39:29 PM
Viewed: 5/16/2022 8:52:20 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 6/9/2022 2:58:42 PM
Viewed: 6/9/2022 3:09:23 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Michael Linder
Michael.Linder@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 6/9/2022 2:58:43 PM
Electronic Record and Signature Disclosure:
Accepted: 3/18/2021 6:04:59 PM
ID: 1b14f858-2def-44be-9950-3c27176578c1
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/9/2022 2:58:44 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/12/2022 8:59:55 AM
Certified Delivered Security Checked 6/9/2022 2:58:17 PM
Signing Complete Security Checked 6/9/2022 2:58:39 PM
Completed Security Checked 6/9/2022 2:58:44 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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.
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and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
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documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
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required notices and disclosures electronically from us and you will no longer be able to use your
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Scott Hubley, Rebecca Diviney, Rosa Rios, Michael Linder
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
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To request delivery from us of paper copies of the notices and disclosures previously provided
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To inform us that you no longer want to receive future notices and disclosures in electronic
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consequences of your withdrawing consent for online documents will be that transactions
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NetScape 7.2 (or above)
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** These minimum requirements are subject to change. If these requirements change, we will
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