8275 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date Eͬ
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
Ginny Brummett
8275PSA
NonProfit Capacity Building Project
Not Applicable
N/A
23-1375
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 13
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 8275
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 The Center for Nonprofit Management, Inc. dba
CNM, with its corporate office at 6688 N. Central Expressway Ste. 1025, Dallas, TX 75206,
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 CONSULTANT
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 consultant 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, NONPROFIT CAPACTIY BUILDING
PROJECT, 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:
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
07/25/2023
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 13
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.
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.
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 Consultant(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.
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 13
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 fee
estimate detail 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 $115,000.
INVOICING: Consulting Project: $7,500 Due Upon Executed Contract
$7,500 Due Upon Completion of Consulting Project
Training: $25,000 Due Upon Executed Contract
$25,000 Due at End of Each 3 Training Sessions
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
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 13
in Article III “Additional Services,” without obtaining prior written authorization from
the OWNER.
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.
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 13
In the event the OWNER uses any of the information or materials developed pursuant to this
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
THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS
THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM
AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES,
LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS
AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY
THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE,
RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE
CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES
INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR
PERFORMANCE OF THIS AGREEMENT.
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.
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 6 of 13
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
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:
The Center for Nonprofit Management, Inc., dba CNM City of Denton
Tina Weinfurther Purchasing Manager –File 8275
6688 N. Central Expressway Ste. 1025 901B Texas Street
Dallas, TX 75206 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.
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 7 of 13
ARTICLE XIV
ENTIRE AGREEMENT
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.
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 8 of 13
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,
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 & Fees
Exhibit B – Consultant’s Insurance Requirements
Exhibit C- Form CIQ – 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 Tina Weinfurther and Wendy Ogren. However, nothing herein shall
limit CONSULTANT from using other equally qualified and competent members of its
firm to perform the services required herein.
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 9 of 13
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.
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 CONSULTANT
CONSULTANT shall provide services to OWNER as an independent consultant, 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT which must be payable within five business days of
receipt of an invoice.
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 10 of 13
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
Prohibition on Contracts with Companies Boycotting Israel
Consultant 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, Consultant certifies that Consultant’s signature
provides written verification to the City that Consultant: (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, Consultant certifies that Contractor’s signature provides written verification to the
City that Consultant, 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
Consultant 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, Consultant
certifies that Contractor’s signature provides written verification to the City that Consultant:
(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
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 11 of 13
Consultant acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity
or firearm trade association. The terms “discriminate against a firearm entity or firearm trade
association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to
those terms in Chapter 2274 of the Texas Government Code. By signing this agreement,
Consultant certifies that Consultant’s signature provides written verification to the City that
Consultant: (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 Consultant 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
Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the
Consultant 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 consultant 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
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 12 of 13
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.
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 Consultant 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:
JESUS SALAZAR, INTERIM CITY
SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
2023-1034997
President and CEO
214-580-1726
weinfurther@thecnm.org
Tina Weinfurther
City of Denton, Texas Contract 8275
Standard Agreement for Professional Services Revised Date: 12/5/18 Page 13 of 13
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
Danielle Shaw
Director of Community Services
Community Services
Exhibit A
P a g e | 1
CNM PROPOSAL FOR CITY OF DENTON
Project Overview
The City of Denton Community Development Division (City of Denton CDD) implements programs
and projects that strengthen families and neighborhoods by partnering with human service agencies.
The City of Denton CDD’s key focus area for safe, livable, and family friendly communities aligns well
with the federal Housing and Urban Development (HUD) requirements and goals for safe, stable
communities, including decent housing, a suitable living environment, and expanded economic
opportunities. In 2020, the City of Denton created a Consolidated Plan that included the following
focus areas: Affordable Housing, No Hunger, Good Health and Well-being, Family Stability, Special
Needs, Making Homelessness Rare, Brief, and Nonrecurring, Transportation Access, and Economic
Security.
CNM’s mission is to strengthen communities by working with nonprofits and other stakeholders to
focus on results through strategic management and data expertise and leading-edge technology
because we believe communities thrive when committed stakeholders are equipped to tackle issues
in a meaningful way. We are known throughout North Texas for partnering with nonprofit
organizations and other stakeholders for over 40 years to advance nonprofit leadership, scale impact,
and help the philanthropic community achieve its goals.
The City of Denton Community Development Division has approached CNM to provide Outcomes
and Evaluation Services, as well as Education Services. Information about our suggested approach
to assist the City of Denton, timeline and deliverables, the CNM Team to be assigned, and fees are
provided below.
Suggested Approach
Our suggested approach was developed based on information gathered from conversations between
City of Denton and CNM, which determined that the City of Denton is in need of Outcomes and
Evaluation Services for the Community Development Funding (CDF) application and Education
Services in the form of management training for nonprofit leaders. First, we will describe how we
might assist the City of Denton with its evaluation needs, then we will provide details about our
Nonprofit Management Certificate Program for the training.
Evaluation Project
CNM will work with the City of Denton to create a Community Development Funding application that
will align output and outcome measures around the social determinants of health framework and
include common measures that will assist the City of Denton with streamlined tracking and reporting.
The steps for how we might assist the City of Denton are described on the pages that follow.
CNM will revise the current City of Denton CDF application, utilizing information provided by City staff,
community feedback, and best practices and conduct application training for potential grantees.
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
Exhibit A
P a g e | 2
Conduct Initial Meeting
CNM will meet with the City of Denton Community Development Division to review the scope of work
for the project, discuss the project timeline (including deliverable dates), and gather information
needed for CNM to revise the CDF application.
Assumptions: The initial meeting will take approximately one hour with a one hour follow-
up meeting.
Perform Funding Application Analysis
CNM will review documentation and information regarding the City of Denton’s current funding
application process. CNM will research best practices for similar applications to inform our
recommendations.
Assumptions: Reviewing documents and information from the City of Denton will take
approximately one hour. Researching best practices and assessing how any may be
applied to the City of Denton’s funding application process will take approximately two
hours.
Gather Community Feedback
CNM will also gather feedback from the Denton nonprofit community to inform CDF application
revisions. Feedback will be collected through a survey given to nonprofit leaders. CNM will
incorporate survey feedback into the creation of common measures and other revisions for the City
of Denton’s funding application.
Assumptions: Creating feedback collection tools will take approximately 10 hours.
Gathering feedback from the community will take approximately 10 hours and aggregating
the data collected will take approximately three hours. It will take approximately five hours
to complete the revised grant application. This time may also include email and phone
calls about the specifics of each measurement and necessary revisions.
Develop Revised Funding Application
CNM will work with the City of Denton to create a revised funding application for community nonprofits
that will:
• Align with the City of Denton’s strategic focus on the social determinants of health framework
• Provide options for common measures for each area of emphasis
• Maintain current required output measures, as required by funders
Assumptions: It will take approximately five hours to complete the revised grant application. This
time may also include email and phone calls about the specifics of each measurement and
necessary revisions based on feedback from City of Denton staff.
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
Exhibit A
P a g e | 3
Develop and Conduct Grantee Training
Following the activities described above, CNM will develop and provide training to potential grantees.
This training will cover the importance of outcomes and how to create them, which will lead to more
complete and higher quality funding applications. Training will occur in person at a time and place
convenient for the City of Denton staff and potential grantees.
Assumptions: Creating a training for potential grantees on best practices in creating
outputs and outcomes will take approximately 12 hours. Conducting the training including
follow-up with participants will take approximately three hours.
Nonprofit Management Training
CNM will organize and deliver its Nonprofit Management Certificate Program (NMCP) for up to four
cohorts of nonprofit leaders. Each cohort can have up to 20 attendees made up of City of Denton
partners. It is anticipated that CNM will have the current contracted instructors for NMCP serve as
the instructors for the City of Denton project, provided that they are available. If not, CNM will identify
other instructors to develop the course content.
Conduct Initial Planning Meeting
CNM will meet with the City of Denton to identify and learn about their partners and their expectations
for the training. Following the initial planning meeting, CNM will work with the City of Denton to notify
the selected partners about the program and coordinate their participation. It is anticipated that the
NMCP cohorts will be hosted at a convenient location in Denton.
Facilitate Nonprofit Management Training
CNM will deliver seven full-day sessions from 9:00am to 4:00pm for up to 20 attendees at the chosen
location. The topics to be covered in this program are listed below.
• Nonprofit Sector, Board Governance, and Strategic Planning: Details on the nonprofit
sector as an industry, basics of board governance, and processes related to strategic planning
• Financial Management: Best practices for nonprofit accounting structures and statutes,
accountability, internal controls, financial risk management, budgeting, and role of technology
• Fund Development: Essentials to finding and cultivating financial resources that support
delivering on the organization's mission
• Branding, Marketing, and PR: Basic elements of branding and marketing process including
messaging, marketing plan, social media, and media relations
• Program Planning, Evaluation, and Outcomes: Programmatic components of nonprofit
operations, including agency's mission, and how to measure outcomes and communicate
impact
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
Exhibit A
P a g e | 4
• Human Resources and Volunteer Management: Essentials for employment law,
procedures, and hiring processes, as well as best practices for volunteer recruitment,
retention, and risk management
• Risk Management and Legal Structures: Strategies and tools to ensure preparation for
threat, and legal structures/practices to protect nonprofits and ensure operational efficiency
Prior to conducting the NMCP, CNM will administer a survey to assess the partners’ level of
knowledge for purposes of incorporating their feedback into the program design and delivery. Upon
completion of the NMCP, partners will be asked for their feedback about the program, including
degree to which it increased their knowledge, and the organizational impact they expect after applying
what they have learned.
Timeline and Deliverables
Project timelines will be confirmed at the initial meeting.
We expect the Evaluation Project to start in July, assuming approval by the City of Denton by June
30, 2023, and to complete the Project by November 30, 2023.
The deliverables for the Evaluation Project will be:
• One revised CDF funding application
• One nonprofit leader survey
• One report of information gathered through nonprofit leader feedback
• Training for nonprofit staff who will be completing the CDF application
We expect the Training to be conducted as follows:
• First Certificate Program delivered by December 31, 2023
• Second, Third, and Fourth Certificate Programs to be delivered over the course of 2024.
The deliverables for the Training will be:
• Up to four NMCP cohorts, consisting of seven full-day sessions for up to 80 total partners
• Materials for each session of the Nonprofit Management Certificate Program
• Certificates for all nonprofit leaders who complete the program
CNM Team
CNM will utilize a mix of internal and external instructors for the Nonprofit Management Certificate
Program. Education Services will be managed by:
• Tina Weinfurther, President and CEO
The Outcomes and Evaluation staff assigned to the project will be:
• Wendy Ogren, Vice President of Services
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
Exhibit A
P a g e | 5
Tina Weinfurther
Tina Weinfurther joined CNM in 2014 with extensive experience in both the social and private sectors.
As President and CEO, she works to strengthen communities by connecting nonprofits, corporations
and other stakeholders where their social priorities intersect and engaging them in addressing issues
through a laser-like focus on results.
Before coming to CNM, Tina was Vice President of Leadership Development for Big Brothers Big
Sisters of America. She also founded the organization-effectiveness consulting firm, Benchmarx
Solutions, where she advised nonprofits on strategy leading to stronger relationships with supporters
and long-term growth.
Previously, Tina was Senior Vice President of Corporate Strategy at Saba Software and President
and CEO of TNS Prognostics, a global customer satisfaction research, software and consulting firm.
Tina’s management consulting experience includes National Practice Director for Alexander &
Alexander Consulting Group, and Corporate Director of Account Management with Watson Wyatt
Worldwide. She gained her initial experience with GTE’s Financial Associate Development Program.
Tina has served on the Board of The First Tee of San Francisco, a youth development organization
and also volunteered as an Account Director with the Taproot Foundation. She earned a Bachelor of
Science in Accounting from Fairfield University, a Jesuit college in Fairfield, Connecticut.
Wendy Ogren
Wendy Ogren came to CNM in 2022 with over 30 years of experience working with nonprofits and
congregations on program development, implementation, and evaluation. Her work has seen her
leading teams of internal and external stakeholders in children and family services, food insecurity,
and early learning spaces. She is currently responsible for quality service delivery for CNM partners.
Before coming to CNM, Wendy served as the VP of Early Childhood Programs at ChildCareGroup,
where she was responsible for providing high quality early learning experiences for approximately
1,500 low-income children through three service models. Previously, Wendy worked at Second
Harvest Heartland, a large food bank in St. Paul, MN, where she led outreach programs for food
insecure populations and capacity building efforts for community partners. Wendy holds a Bachelor
of Arts in Christian Ministry and a Master of Science in Christian Ministry from Abilene Christian
University in Abilene, Texas.
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
Exhibit A
P a g e | 6
Fees
The following table outlines the total fees.
Itemized Fees Amount Comments
Evaluation Project $15,000
• Revise City of Denton application
• Collect community feedback to inform
revisions and create common measures
• Develop and conduct grantee training
Four Nonprofit
Management Certificate
Programs
100,000
• Provide training for up to 80 partners,
including instructor fees for content
design and delivery, and CNM program
management
Total Amount Due $115,000
Both projects will begin upon execution of a Services Agreement. The schedule for payment of
invoices for both projects will be as follows:
• Upon receiving an Executed Contract, an invoice will be issued for $32,500 as follows:
o Evaluation Project: $7,500
o Training Project – First Certificate Program: $25,000
• Upon completion of the Evaluation Project, an invoice will be issued for $7,500.
• Upon completion of the Training Project – Second Certificate Program, an invoice will be issued
for $25,000.
• Upon completion of the Training Project – Third Certificate Program, an invoice will be issued for
$25,000.
• Upon completion of the Training Project – Fourth Certificate Program, an invoice will be issued
for $25,000.
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
Nonprofit Capacity Building Project– 8275
Exhibit B
CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Respondent’s attention is directed to the insurance requirements below. It is highly
recommended that respondents confer with their respective insurance carriers or brokers to
determine in advance of Proposal/Bid submission the availability of insurance certificates and
endorsements as prescribed and provided herein. If an apparent low respondent fails to comply
strictly with the insurance requirements, that respondent may be disqualified from award of the
contract. Upon c o n t r a c t award, all i n s u r a n c e requirements shall become
contractual obligations, which the successful contractor 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 contract award, Contractor shall file with the
Purchasing Department satisfactory certificates of insurance including any applicable
addendum or endorsements, containing the contract 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 proposal/bid opening, since the insurance requirements may not be
modified or waived after proposal/bid opening unless a written exception has been submitted
with the proposal/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+ or better.
• Any deductibles or self-insured retentions shall be declared in the 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,
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
Nonprofit Capacity Building Project– 8275
claim administration and defense expenses.
• Liability policies shall be endorsed to provide the following:
o Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
o 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.
o 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 or materially changed before the expiration
date.
• Should any of the required insurance be provided under a claim 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 specifications, and shall be maintained in compliance with these
additional specifications throughout the duration of the Contract, or longer, if so noted:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance including, but not limited to,
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
Nonprofit Capacity Building Project– 8275
Premises/Operations, Personal & Advertising Injury, Products/Completed Operations,
Independent Contractors, and Contractual Liability with minimum combined bodily
injury (including death) and property damage limits of $1,000,000.00 per occurrence
and $2,000,000.00 general aggregate.
B. WORKERS’ COMPENSATION and EMPLOYERS LIABILITY INSURANCE
Workers’ Compensation within the regulations of the Texas Workers’ Compensation
Act. The minimum policy limits for Employers Liability are:
Bodily Injury by Accident: $100,000.00 Each Accident
Bodily Injury by Disease: $100,000.00 Each Employee
Bodily Injury by Disease: $500,000,000.00 Policy Limit
NOTES:
a. If CONTRACTOR will not be providing services under the contract at a City
facility, has no employees and/or is operating as a sole owner and single operator,
CONTRACTOR shall provide a signed letter, with the current date, on official
letterhead stating such to meet the requirement.
b. If CONTRACTOR is a non-subscriber or is self-insured CONTRACTOR shall
provide a copy of its Certificate of Authority to Self-Insure from the Texas
Department of Insurance, Division of Workers’ Compensation Self Insurance
Regulation Program, evidence of alternative coverage and internal safety and injury
coverage policies and procedures.
SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the
CONTRACTOR shall require each Subcontractor performing work under the contract, at the
Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits
of insurance that are appropriate for the services/work being performed, comply with all applicable
laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name
CONTRACTOR as an additional insured.
(2) CONTRACTOR shall obtain and monitor the certificates of insurance from each
Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the
contract and shall have the responsibility of enforcing insurance requirements among its
subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies
of these certificates.
DocuSign Envelope ID: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
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: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
THE CENTER FOR NONPROFIT MANAGEMENT, INC dba CNM
EXHIBIT C-CIQ
X
X
City of Denton
X
6/29/2023
X
X
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: BF5A5BD5-6CC4-4671-B73F-57966C2C8D74
Certificate Of Completion
Envelope Id: BF5A5BD56CC44671B73F57966C2C8D74 Status: Completed
Subject: Please DocuSign: City Council Contract 8275 NonProfit Capacity Building Project
Source Envelope:
Document Pages: 25 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Ginny Brummett
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Ginny.Brummett@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
6/27/2023 8:48:10 AM
Holder: Ginny Brummett
Ginny.Brummett@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Ginny Brummett
ginny.brummett@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 6/27/2023 9:03:32 AM
Viewed: 6/27/2023 9:03:44 AM
Signed: 6/27/2023 9:04:00 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
Using IP Address: 198.49.140.104
Sent: 6/27/2023 9:04:03 AM
Viewed: 6/27/2023 12:38:22 PM
Signed: 6/27/2023 12:38:49 PM
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)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 6/27/2023 12:38:51 PM
Viewed: 6/28/2023 4:18:45 PM
Signed: 6/28/2023 4:23:06 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tina Weinfurther
weinfurther@thecnm.org
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 66.64.22.115
Sent: 6/28/2023 4:23:09 PM
Resent: 6/29/2023 10:26:45 AM
Viewed: 6/29/2023 10:27:04 AM
Signed: 6/29/2023 10:29:46 AM
Electronic Record and Signature Disclosure:
Accepted: 6/29/2023 10:04:14 AM
ID: 5c1c15b3-18b1-4c93-8d16-985210167e18
Signer Events Signature Timestamp
Danielle Shaw
Danielle.Shaw@cityofdenton.com
Director of Community Services
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 47.188.93.107
Sent: 6/29/2023 10:29:49 AM
Viewed: 6/29/2023 1:37:39 PM
Signed: 6/29/2023 1:38:32 PM
Electronic Record and Signature Disclosure:
Accepted: 6/29/2023 1:37:39 PM
ID: ddab16f5-5c72-4233-a8c4-e494f90631fa
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 6/29/2023 1:38:35 PM
Viewed: 7/26/2023 8:05:56 AM
Signed: 7/26/2023 8:06:25 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
Using IP Address: 107.77.222.19
Signed using mobile
Sent: 7/26/2023 8:06:28 AM
Viewed: 7/26/2023 8:21:33 AM
Signed: 7/26/2023 8:22:07 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jesus Salazar
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/26/2023 8:22:10 AM
Viewed: 7/26/2023 12:13:42 PM
Signed: 7/26/2023 12:15:36 PM
Electronic Record and Signature Disclosure:
Accepted: 7/26/2023 12:13:42 PM
ID: d5e02e94-4236-4e4e-ae88-acbfa0e6f95a
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
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/27/2023 9:04:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/29/2023 1:38:35 PM
Viewed: 7/5/2023 1:24:52 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 7/26/2023 12:15:38 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Courtney Douangdara
courtney.douangdara@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 7/26/2023 12:15:40 PM
Electronic Record and Signature Disclosure:
Accepted: 7/20/2023 4:14:50 PM
ID: a4f4b2cf-5d31-4920-9796-dd9bf57c135d
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/27/2023 9:03:32 AM
Envelope Updated Security Checked 6/29/2023 10:24:55 AM
Certified Delivered Security Checked 7/26/2023 12:13:42 PM
Signing Complete Security Checked 7/26/2023 12:15:36 PM
Completed Security Checked 7/26/2023 12:15:40 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.
(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 of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive 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
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the 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: Tina Weinfurther, Danielle Shaw, Jesus Salazar, Courtney Douangdara
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.