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7850-008 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A Erica Garcia Audra Oaks Park Masterplan PSA Not Applicable 7850-008 N/A MARCH 19, 2024 24-544 City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 1 of 19 STANDARD AGREEMENT FOR LANDSCAPE ARCHITECTURAL RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and E Brooke Associates LLC. with its corporate office at 9015 Fringewood Drive, Dallas, TX 75228 and authorized to do business in Texas, ("LANDSCAPE ARCHITECT"), for a PROJECT generally described as: Site Planning for Audra Oaks Parks (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the LANDSCAPE ARCHITECT, and the LANDSCAPE ARCHITECT hereby agrees to perform, professional architectural services set forth in the CITY’s Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by LANDSCAPE ARCHITECT or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that LANDSCAPE ARCHITECT shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The LANDSCAPE ARCHITECT shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $51,465 in the manner and in accordance with the fee schedule as set forth in Attachment A. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. LANDSCAPE ARCHITECT shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 2 of 19 Payments to the LANDSCAPE ARCHITECT will be made as follows: A. Invoice and Payment (1) The Landscape Architect shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The LANDSCAPE ARCHITECT will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to LANDSCAPE ARCHITECT for billings contested in good faith within 60 days of the amount due, the LANDSCAPE ARCHITECT may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the LANDSCAPE ARCHITECT shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the LANDSCAPE ARCHITECT A. General The LANDSCAPE ARCHITECT will serve as the CITY's professional architect representative under this AGREEMENT, providing professional architectural consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The LANDSCAPE ARCHITECT shall perform its services: (1) with the professional skill and care ordinarily provided by competent architects DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 3 of 19 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 architect. C. Subsurface Investigations (1) The LANDSCAPE ARCHITECT shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and architectural work to be performed hereunder. The LANDSCAPE ARCHITECT shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the LANDSCAPE ARCHITECT. D. Preparation of Architectural Drawings The LANDSCAPE ARCHITECT will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the LANDSCAPE ARCHITECT shall not be liable for the use of such drawings for any project other than the PROJECT described herein. The transfer of copyright interest or ownership of Documents shall not extent to Consultant’s standard details, standard features of overall design, functional elements of overall design or individual aspects and components the Consultant has developed and/or used previously on other projects. E. Architect's Personnel at Construction Site (1) The presence or duties of the LANDSCAPE ARCHITECT 's personnel at a construction site, whether as on-site representatives or otherwise, do not make the LANDSCAPE ARCHITECT or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 4 of 19 of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The LANDSCAPE ARCHITECT and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the LANDSCAPE ARCHITECT or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and LANDSCAPE ARCHITECT be construed as requiring LANDSCAPE ARCHITECT to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the LANDSCAPE ARCHITECT makes on-site observation(s) of a deviation from the AGREEMENT Documents, the LANDSCAPE ARCHITECT shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the LANDSCAPE ARCHITECT shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The LANDSCAPE ARCHITECT shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the LANDSCAPE ARCHITECT has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the LANDSCAPE ARCHITECT makes no warranty that the CITY's actual DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 5 of 19 PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the LANDSCAPE ARCHITECT 's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the LANDSCAPE ARCHITECT to the CITY for periodic construction progress payments to the construction contractor will be based on the LANDSCAPE ARCHITECT 's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the LANDSCAPE ARCHITECT to ascertain that the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the LANDSCAPE ARCHITECT has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The LANDSCAPE ARCHITECT is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) LANDSCAPE ARCHITECT agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the LANDSCAPE ARCHITECT involving transactions relating to this AGREEMENT. LANDSCAPE ARCHITECT agrees that the CITY shall have access during normal working hours to all necessary LANDSCAPE ARCHITECT facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give LANDSCAPE ARCHITECT reasonable advance notice of intended audits. (2) LANDSCAPE ARCHITECT further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 6 of 19 any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) LANDSCAPE ARCHITECT and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse LANDSCAPE ARCHITECT for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 9 of 19 J. Independent Consultant The LANDSCAPE ARCHITECT agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. K. Disclosure The LANDSCAPE ARCHITECT acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The LANDSCAPE ARCHITECT further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. L. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the LANDSCAPE ARCHITECT will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the LANDSCAPE ARCHITECT to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. M. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 10 of 19 criteria and/or current architectural practice standards which the LANDSCAPE ARCHITECT should have been aware of at the time this AGREEMENT was executed, the LANDSCAPE ARCHITECT shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the LANDSCAPE ARCHITECT could not have been reasonably aware of, the LANDSCAPE ARCHITECT shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. N. Schedule LANDSCAPE ARCHITECT shall manage the PROJECT in accordance with the schedule developed per Attachment A to this AGREEMENT. O. Equal Opportunity (1) Equal Employment Opportunity: LANDSCAPE ARCHITECT and LANDSCAPE ARCHITECT’s agents shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: LANDSCAPE ARCHITECT and LANDSCAPE ARCHITECT’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data LANDSCAPE ARCHITECT may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the LANDSCAPE ARCHITECT as required for the LANDSCAPE ARCHITECT 's performance of its services. The CITY will perform, at no cost to the LANDSCAPE ARCHITECT, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 11 of 19 with the LANDSCAPE ARCHITECT 's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the LANDSCAPE ARCHITECT 's services or PROJECT construction. D. Timely Review The CITY will examine the LANDSCAPE ARCHITECT 's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the LANDSCAPE ARCHITECT whenever CITY observes or becomes aware of any development that affects the scope or timing of the LANDSCAPE ARCHITECT 's services or of any defect in the work of the LANDSCAPE ARCHITECT or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges LANDSCAPE ARCHITECT will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that LANDSCAPE ARCHITECT had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases LANDSCAPE ARCHITECT from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of LANDSCAPE ARCHITECT’s negligence or if LANDSCAPE ARCHITECT brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the LANDSCAPE ARCHITECT 's Personnel at Construction Site, and provisions DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 12 of 19 providing for contractor indemnification of the CITY and the LANDSCAPE LANDSCAPE for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the LANDSCAPE ARCHITECT, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the architectural services performed. Only the CITY will be the beneficiary of any undertaking by the LANDSCAPE ARCHITECT." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the LANDSCAPE ARCHITECT and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against LANDSCAPE ARCHITECT. I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide LANDSCAPE ARCHITECT a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the LANDSCAPE ARCHITECT for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the LANDSCAPE ARCHITECT, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 13 of 19 The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the LANDSCAPE ARCHITECT 's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed LANDSCAPE ARCHITECT shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the LANDSCAPE ARCHITECT, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the LANDSCAPE ARCHITECT will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. The transfer of copyright interest or ownership of Documents shall not extend to Consultants standard details, standard features of overall design, functional elements of overall design or individual aspects and components the Consultant has developed and/or used previously on other projects. C. Force Majeure The LANDSCAPE ARCHITECT is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the LANDSCAPE ARCHITECT that prevent LANDSCAPE ARCHITECT’s performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to LANDSCAPE ARCHITECT. b. by either the CITY or the LANDSCAPE ARCHITECT for cause if either party fails substantially to perform through no fault of the other and the DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 14 of 19 nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the LANDSCAPE ARCHITECT will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of LANDSCAPE ARCHITECT 'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the LANDSCAPE ARCHITECT 'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the LANDSCAPE ARCHITECT will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the LANDSCAPE ARCHITECT for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the LANDSCAPE ARCHITECT s personnel and subcontractors, and LANDSCAPE ARCHITECT 's compensation will be made. F. Indemnification IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE LANDSCAPE ARCHITECT SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE LANDSCAPE ARCHITECT OR LANDSCAPE ARCHITECT’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE LANDSCAPE ARCHITECT 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 LANDSCAPE ARCHITECT’S LIABILITY. G. Assignment DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 15 of 19 Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply LANDSCAPE ARCHITECT shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. LANDSCAPE ARCHITECT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act LANDSCAPE ARCHITECT shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by CITY, LANDSCAPE ARCHITECT shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. LANDSCAPE ARCHITECT shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any LANDSCAPE ARCHITECT employee who is not legally eligible to perform such services. LANDSCAPE ARCHITECT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY LANDSCAPE ARCHITECT, LANDSCAPE ARCHITECT’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 16 of 19 CITY, upon written notice to LANDSCAPE ARCHITECT, shall have the right to immediately terminate this AGREEMENT for violations of this provision by LANDSCAPE ARCHITECT. L. Prohibition On Contracts With Companies Boycotting Israel LANDSCAPE Architect 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, Landscape Architect certifies that Landscape Architect’s signature provides written verification to the City that Landscape Architect: (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. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Landscape Architect certifies that Landscape Architect’s signature provides written verification to the City that Landscape Architect, 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. N. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Landscape Architect 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, Landscape Architect certifies that Landscape Architect’s signature provides written verification to the City that Landscape Architect: (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 DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 17 of 19 breach. O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Landscape Architect 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, Landscape Architect certifies that Landscape Architect’s signature provides written verification to the City that Landscape Architect: (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. P. 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 Engineer 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. Q. 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. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 18 of 19 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 City 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. R. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A – Scope of Services, Project Schedule, and Compensation These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 19 of 19 Duly executed by each party’s designated representative to be effective on _____________________________ BY: CITY OF DENTON, TEXAS BY: LANDSCAPE ARCHITECT Sara Hensley, City Manager E Brooke Associates LLC. Erin Brooke Fredi Principal Date:____________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _________________________ Signature _________________________ Title _________________________ Department Date Signed: ______________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY By: ATTEST: JESUS SALAZAR, CITY SECRETARY By:______________________________ _______________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A 3/19/2024 Parks and Recreation Director of Parks and Recreation 3/19/2024 2023-1085675 03/19/2024 Proposal Proposal Date: 9/27/2023 Proposal #:187 City of Denton Caroline Seward E. Brooke Associates, LLC 3841 New Hope Road Aubrey, Texas 76227 Description Total RFQ 7850 AUDRA OAKS PARK: Conceptual Drawings Design and development of up to 2 conceptual landscape plans; to include up to 3 meetings 6,500.00 RFQ 7850 AUDRA OAKS PARK: Construction Cost Estimate Scope: Prepare a probable cost estimate to confirm the budget. Present to Staff for review and comments that include design adjustments based on Community and City feedback and preferences. Discuss budget and reach agreement on priorities if necessary; to include up to 3 meetings 2,000.00 RFQ 7850 AUDRA OAKS PARK: Construction Drawings Scope: Development of park master plan and construction documents for an existing 5.19-acre developed parcel named Audra Oaks Park, located at 1602 Audra Lane, Denton, TX 76209 to include: Playground; Seating;Trash receptacles; Shade Structures; Trail; Options for either solar or wired lighting (wired preferred in non-floodplain areas); Open Space; Identify irrigation and electrical opportunities for design & provide sleeves for future connection (electrical design is not included in scope); Identify all items requiring demo by contractor as part of contractors bid package - Provide SW3P design - Provide ADA/PTAS/RAS review with TDLR Registration - Standard specs for footers, walls under 36” are included. Any other requirements will entail a structure engineer, and additional rates will be provided if requested. - Review existing park inventory, assets, needs assessment surveys, and other related information and make recommendations on how the park could provide recreational opportunities for the community; - Develop 100% Landscape Construction Documents to be sent out to bid; include construction details, and City specifications including park equipment, furnishings, and lab test requirements; - Participate in coordination with City staff through Development Review Process; to include up to 6 meetings 26,000.00 Page 1 ATTACHMENT A DocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A Proposal Proposal Date: 9/27/2023 Proposal #:187 City of Denton Caroline Seward E. Brooke Associates, LLC 3841 New Hope Road Aubrey, Texas 76227 Description Total - Develop 100% Irrigation Construction Documents to be sent out to bid; include construction details, and City specifications; irrigation system to be designed using reclamation water; purple pipe and fixtures must be designated throughout the design. 8,500.00 Allowance Option for Construction Administrative Services* The following options to be charged at a rate of $155 per hour as needed/requested by City Staff: - Site Visit for Final walk-through - Clarify Questions - Review Submittals - Review Shop Drawings Approve, Issue, and/or Respond to: - ASI's - RFI's - Change orders - Pay applications - Submittals - Slump test *this is an "up to" option; not to exceed this amount 6,975.00 The following service to be charged at 3rd party rate of service and to be coordinated by E. Brooke Associates as requested by City Staff. Pricing to be approved by City Staff before 3rd party work is begun: - 3rd Party HIC test on various locations of playground surfacing 2,200.00 Page 2 ATTACHMENT ADocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A Proposal Proposal Date: 9/27/2023 Proposal #:187 City of Denton Caroline Seward E. Brooke Associates, LLC 3841 New Hope Road Aubrey, Texas 76227 SIGNATURE _____________________________________ Please sign to accept the proposal per the above listed scope Total Description Total The following service to be charged at 3rd party rate of service and to be coordinated by E. Brooke Associates as requested by City Staff. Pricing provided on proposal is an allowance amount and final amount to be approved by City Staff before 3rd party work is begun: - Electrical Design of lighting elements 2,000.00 Municipal Courtesy Discount (-5%)-2,710.00 Page 3 $51,465.00 ATTACHMENT ADocuSign Envelope ID: AE5AD735-01FD-4151-9698-F53722F5062A 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: AE5AD735-01FD-4151-9698-F53722F5062A E Brooke Associates LLC. 3/19/2024 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: AE5AD735-01FD-4151-9698-F53722F5062A Certificate Of Completion Envelope Id: AE5AD73501FD41519698F53722F5062A Status: Completed Subject: Please DocuSign: City Council Contract 7850-008 Audra Oaks Park Masterplan Source Envelope: Document Pages: 23 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 3/19/2024 8:45:00 AM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 3/19/2024 8:48:45 AM Viewed: 3/19/2024 8:53:03 AM Signed: 3/19/2024 8:54:02 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: 198.49.140.10 Sent: 3/19/2024 8:54:04 AM Viewed: 3/19/2024 8:54:53 AM Signed: 3/19/2024 8:54:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 35.135.179.188 Signed using mobile Sent: 3/19/2024 8:55:00 AM Viewed: 3/19/2024 9:23:15 AM Signed: 3/19/2024 9:24:33 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Erin Brooke Fredi erin@ebrooke.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.58.180.172 Signed using mobile Sent: 3/19/2024 9:24:36 AM Viewed: 3/19/2024 9:25:52 AM Signed: 3/19/2024 9:26:11 AM Electronic Record and Signature Disclosure: Accepted: 3/19/2024 9:25:52 AM ID: d2b4dbe3-f365-4608-9af5-09d42acbdcc4 Signer Events Signature Timestamp Gary Packan Gary.Packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 166.198.250.45 Signed using mobile Sent: 3/19/2024 9:26:14 AM Viewed: 3/19/2024 9:50:35 AM Signed: 3/19/2024 9:51:24 AM Electronic Record and Signature Disclosure: Accepted: 3/19/2024 9:50:35 AM ID: 6a82d1db-b3b9-40e6-84cb-6ce4b3e1465d Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 3/19/2024 9:51:27 AM Viewed: 3/20/2024 9:15:02 AM Signed: 3/20/2024 9:15:16 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: 47.190.47.120 Signed using mobile Sent: 3/20/2024 9:15:19 AM Viewed: 3/20/2024 9:15:52 AM Signed: 3/20/2024 9:16:30 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: 3/20/2024 9:16:33 AM Viewed: 3/20/2024 12:05:29 PM Signed: 3/20/2024 12:11:30 PM Electronic Record and Signature Disclosure: Accepted: 3/20/2024 12:05:29 PM ID: dc3c94b7-6fa0-4d31-9e0d-7ac3b5a2c333 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: 3/19/2024 8:54:04 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: 3/19/2024 9:51:26 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 3/20/2024 12:11:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Caroline Seward caroline.seward@cityofdenton.com Business Administration Manager Security Level: Email, Account Authentication (None) Sent: 3/20/2024 12:11:34 PM Electronic Record and Signature Disclosure: Accepted: 3/7/2024 2:04:24 PM ID: 09614bda-759a-4caa-9ed0-d0639d263692 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/19/2024 8:48:45 AM Certified Delivered Security Checked 3/20/2024 12:05:29 PM Signing Complete Security Checked 3/20/2024 12:11:30 PM Completed Security Checked 3/20/2024 12:11:34 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. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Erin Brooke Fredi, Gary Packan, Jesus Salazar, Caroline Seward 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.. 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