8580 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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Not Applicable
Ginny Brummett
RFQ 8580
State Legislative Consultant
AUGUST 20, 2024
AUGUST 20, 2028
24-1568
City of Denton, Texas Contract 8580
Revised Date: 9/11/18
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PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 8580
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 Hance Scarborough, LLP, with its corporate
office at 400 W. 15th St., Ste. 950, Austin, TX 78701, hereinafter called “CONSULTANT,”
acting herein, by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
CONSULTANT AS INDEPENDENT CONTRACTOR
The OWNER has selected CONSULTANT on the basis of demonstrated competence and
qualifications to perform the services herein described for a fair and reasonable price pursuant to
Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the
CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER
will not assert control over the day-to-day operations of the CONSULTANT. The
CONSULTANT is customarily engaged to provide services as described herein independently
and on a nonexclusive basis in the course of its business. This Agreement does not in any way
constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby
agrees to perform the services described herein based on the skills required for the scope of work
in connection with the Project as stated in the sections to follow, with diligence and in
accordance with the highest professional standards customarily obtained for such services in the
State of Texas. The professional services set out herein are in connection with the following
described project:
The Project shall include, without limitation, State Legislative Consultant Services, as
described in Exhibit A, which is on file at the purchasing office and incorporated herein
(the “Project”).
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
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A. The CONSULTANT shall perform all those services as necessary and as described in the
OWNER’s RFQ 8580 – State Legislative Consultant which is on file at the purchasing
office and made a part hereof as Exhibit A as if written word for word herein.
B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is
attached hereto and made a part hereof as Exhibit B as if written word for word herein.
C. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit B, which shall be attached to this Agreement and made a part
hereof.
D. 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 B.
A. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
B. Preparing data and reports for assistance to OWNER in preparation for hearings before
regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or
by deposition, and preparations therefore before any regulatory agency, court, arbitration
panel or mediator.
C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration,
dispute review boards, or other legal and/or administrative proceedings in the defense or
prosecution of claims disputes with Contractor(s).
D. Assisting OWNER in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any, shall
be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside
of and in addition to this AGREEMENT.
E. Visits to the site in excess of the number of trips included in Exhibit B.
F. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
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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 B. The contract term will be two (2) year, effective from date
of award. The City and the Supplier shall have the option to renew this contract for an additional
two (2) year period to align with the legislative calendar.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate
detail at an hourly rate shown in Exhibit B 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 $369,600.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
from the OWNER. The CONSULTANT shall not proceed to perform the services listed
in Article III “Additional Services,” without obtaining prior written authorization from
the OWNER.
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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 B. Payments for additional services shall be due and payable upon
submission by the CONSULTANT and approval by the City staff, and shall be in accordance
with subsection B hereof. Statements shall not be submitted more frequently than monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed
statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with
the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving
seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the
CONSULTANT has been paid in full all amounts due for services, expenses, and charges.
Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably
determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,”
there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the
address or in the form as described in this Agreement. The OWNER will notify CONSULTANT
of any disputes within twenty-one (21) days of receipt of the invoice.
E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E
McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract
administrator. It is the intention of the City of Denton to make payment on completed orders
within thirty days after receipt of invoice or items; whichever is later, unless unusual
circumstances arise. Invoices must be fully documented as to labor, materials, and
equipment provided, if applicable, and must reference the City of Denton Purchase Order
Number in order to be processed. No payments shall be made on invoices not listing a
Purchase Order Number.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
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.
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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 C which is attached hereto
and made a part of this Agreement as if written word for word herein.
ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to mediation with each party bearing its own costs of mediation. No mediation arising
out of or relating to this Agreement, involving one party’s disagreement may include the other
party to the disagreement without the other’s approval. Mediation will not be a condition
precedent to suit.
ARTICLE XI
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days’ advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
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
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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:
Hance Scarborough, LLP City of Denton
Logan Spence Purchasing Manager –File 8580
400 W. 15th St., Ste. 950 901B Texas Street
Austin, TX 78701 Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days’ mailing.
ARTICLE XIV
ENTIRE AGREEMENT
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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.
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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 – RFQ 8580 – State Legislative Consultant (on file at the purchasing office)
Exhibit B – Consultant’s Scope of Services Offer , Project Schedule and Rate Sheet
Exhibit C – Consultant’s Insurance Requirements
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 Logan Spence. However, nothing herein shall limit CONSULTANT
from using other equally qualified and competent members of its firm to perform the
services required herein.
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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 CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during the contract period
and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in
which case records shall be kept until all audit tasks are completed and resolved. These books,
records, documents and other evidence shall be available, within 10 business days of written
request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to this
agreement, and to allow the OWNER similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will
be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an
overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs,
must be borne by the CONTRACTOR which must be payable within five business days of
receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of
the terms "books", "records", "documents" and "other evidence", as used above, shall be
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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
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and
“company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this agreement, Contractor certifies that Contractor’s signature
provides written verification to the City that Contractor: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
ARTICLE XXV
PROHIBITION ON CONTRACTS WITH COMPANIES DOING BUSINESS WITH
IRAN, SUDAN, OR A FOREIGN TERRORIST ORGANIZATION
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with
companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this
agreement, Contractor certifies that Contractor’s signature provides written verification to the
City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this
agreement and will not become ineligible to receive payments under this agreement by doing
business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
ARTICLE XXVI
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN
ENERGY COMPANIES
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
“boycott energy company” and “company” shall have the meanings ascribed to those terms in
Section 809.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the
term of the agreement. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
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ARTICLE XXVII
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN
FIREARM ENTITIES AND FIREARM TRADE ASSOCIATIONS
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity
or firearm trade association. The terms “discriminate against a firearm entity or firearm trade
association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to
those terms in Chapter 2274 of the Texas Government Code. By signing this agreement,
Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
ARTICLE XXVIII
TERMINATION RIGHT FOR CONTRACTS WITH COMPANIES DOING BUSINESS
WITH CERTAIN FOREIGN-OWNED COMPANIES
The City of Denton may terminate this Contract immediately without any further liability if the
City of Denton determines, in its sole judgment, that this Contract meets the requirements under
Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or
other ownership interest of the company is held or controlled by individuals who are citizens of
China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the
Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is
headquartered in China, Iran, North Korea, Russia, or other designated country.
ARTICLE XXIX
CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
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
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3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject
line. (EX: Contract 1234 – Form 1295)
The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day
after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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 23-1165 and in the City Charter chapter 2 article
XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including
dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the
Contractor shall render the Contract voidable by the City. The Consultant shall complete and
submit the City’s Conflict of Interest Questionnaire.
The parties agree to transact business electronically. Any statutory requirements that
certain terms be in writing will be satisfied using electronic documents and signing. Electronic
signing of this document will be deemed an original for all legal purposes.
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
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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:
LAUREN THODEN, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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2024-1188030
Partner
Lspence@hslawmail.com
Logan Spence
512-479-8888
City Manager's Office
Assistant City Manager
Cassey Ogden
City of Denton, Texas Contract 8580
Revised Date: 9/11/18
Page 14 of 18
Exhibit A
RFQ 8580 State Legislative Consultant
(on file in the purchasing office)
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City of Denton, Texas Contract 8580
Revised Date: 9/11/18
Page 15 of 18
Exhibit B
Consultant’s Scope of Services Offer , Project Schedule and Rate Sheet
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Section One - Table of Contents
Section One - Table of Contents .......................................................................... 2
Section Two - Cover Letter .................................................................................. 3
Section Three - Firm History ................................................................................ 4
Section Four - Firm Capabilities ........................................................................... 9
Section Five – References ................................................................................. 13
Section Six – Client Communications ................................................................. 14
Section Seven – Cost of Services ...................................................................... 15
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Section Three - Firm History
The law firm of Hance Scarborough has been operating for 30 years, but many of our partners,
attorneys, and legislative consultants have been in the industry for much longer. The firm was
founded by Kent Hance, former Congressman, Texas State Senator, Chairman of the Texas
Railroad Commission, and Chancellor of Texas Tech University. Congressman Hance was joined
by Mike Woodward and Jay Stewart in the founding of the firm. Over the past 30 years, they have
expanded Hance Scarborough to include both an Austin, Texas office as well as a Washington,
D.C. office. This expansion included a merger with the Meyers and Associates Washington D.C.
lobby firm in 2021. Prior to merging with Hance Scarborough, Meyers and Associates successfully
operated a DC lobbying firm since 1980. Today, Hance Scarborough is proud to employ 21
professionals among our attorneys and legislative consultants, including three former members
of Congress and one current member of the Texas Legislature. The firm has extensive experience
and proven success working with federal, state, and local agency officials as well as trade
associations. Short biographies of our professionals demonstrating this experience are listed
below.
State Team
Honorable Kent Hance, Founding Partner, is an attorney and former elected official with a
legendary career in Texas and on Capitol Hill. His counsel is highly sought after, in large part
because of his ability to reach policy makers at the highest levels of federal and state government.
Mr. Hance will assist in advancing state priorities of the City.
Mr. Hance’s legal and regulatory expertise encompasses business/corporations, higher
education, city/county government, gaming laws, medicine/pharmaceutical development, nuclear
energy, telecommunications, real estate, and taxation. While in Congress, Mr. Hance had the
honor of carrying President Ronald Reagan’s tax cut bill, one of the largest tax cuts in American
history. In addition, Mr. Hance has been privileged to serve on corporate boards throughout his
distinguished career.
In addition to decades of personal experience as a public servant in Austin, Lubbock and in
Washington, DC, Mr. Hance maintains an active presence in both the state and federal political
arenas. Mr. Hance has developed many close relationships with Texas’ U.S. Senators, members
of Congress and federal judges, as well as knowing many national congressional leaders and
elected officials in other states.
In Texas, Mr. Hance is known as an ally of Gov. Greg Abbott and currently chairs Lt. Governor
Dan Patrick’s Economic Forecast Advisory Committee and served on his “Back to Work” Task
Force that was created following the Coronavirus pandemic. His close work with former Governor,
and Energy Secretary Rick Perry and Governor Greg Abbott has spanned two decades.
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A close ally of former President Ronald Reagan, Mr. Hance has also been involved in the
presidential campaigns of President George H. W. Bush, President George W. Bush and
President Donald J. Trump.
After over seven years of having the extreme honor of serving as the Chancellor of Texas Tech
University System, in 2014, Mr. Hance returned to his law practice in Austin where he continues
his focus representing clients before state and federal executive and regulatory agencies, and the
Texas Legislature and US Congress.
Logan Spence, Partner, joined the firm after serving as Chief of Staff to Lieutenant Governor
Dan Patrick. Mr. Spence began his career in state government in 1999 as an intern for State
Senator Robert Duncan. In 2001, he worked as the legislative assistant to State Rep. Warren
Chisum. While attending law school in Houston, Logan worked for Harris County Judge Robert
Eckels, District Judge Harvey Brown and the government affairs office of El Paso Energy.
Upon graduating from law school, he spent five years as a Policy Director in Gov. Rick Perry’s
Office of Budget, Planning and Policy covering a wide variety of issues and agencies. Mr. Spence
moved to the Texas State Senate in 2007 where he served as Sen. Dan Patrick’s Chief of Staff.
In 2013, Mr. Spence served as the manager for Dan Patrick’s campaign for Lieutenant Governor.
This ultimately successful effort, against three established statewide incumbents, gave Logan
first-hand experience in political communications, grassroots management and campaign
strategy. After leading the transition team, Logan served as Chief of Staff to the Lieutenant
Governor from 2015 to 2018.
Mr. Spence earned a B.S. in Communication from the University of Texas Tech in 1999 with a
minor in Political Science. He earned his Juris Doctorate degree from South Texas College of
Law in 2002.
Cheri Huddleston, Legislative Consultant, brings nearly three decades of legislative
experience to Hance Scarborough, including 15 years as a staffer in the Texas Senate. Ms.
Huddleston is well known and regarded for her experience and knowledge of diverse topics
including alcohol regulation, state budget matters, healthcare, pharmacy, insurance, workers’
compensation, public financing, economic development, the three-tier system, and transportation.
Over the past three decades, she has established solid relationships with key members of the
Legislature, the leadership of our State, and top administrators of numerous regulatory agencies.
As chief legislative consultant, her expertise in legislative strategy, bill drafting, message
development, legislative and regulatory affairs, public policy, and knowledge of the Senate and
House Rules offers a specialized prowess to her clients. Ms. Huddleston has played a pivotal
role in shaping public policy for numerous Fortune 100 and 500 companies, Texas businesses,
and influential trade associations.
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While Ms. Huddleston holds a Bachelor of Science in Speech Communication from the University
of Texas at Austin, she also has an extensive background in biology and chemistry. Outside of
her legislative work, Ms. Huddleston volunteers for a number of organizations, but spends most
of her time volunteering for The Rock of Ages Foundation which is a 501c3 organization
established to help senior citizens, in need, pay for their prescription drugs.
Louie Sanchez, Legislative Consultant, has 14 years of legislative experience having served
since 2011 as Chief of Staff to Senator Eddie Lucio, Jr. (D -Brownsville), Vice-Chairman of the
Senate Committee on Finance and third in seniority in the Texas Senate. He joined Hance
Scarborough in 2021 and represents a variety of clients including trade associations, local
governments, and corporations in the aerospace, energy, healthcare, and technology sectors.
While on staff in the Texas Senate, Mr. Sanchez was assigned stewardship of several pieces of
legislation that will have long-lasting contributions to the State of Texas. Included are bills which
authorized space launch operations at Boca Chica Beach; state incentives for establishing a
spaceport in south Texas; bills that established the University of Texas Rio Grande Valley and its
school of medicine; and legislation authorizing the construction of a second access causeway to
South Padre Island.
A native of the Rio Grande Valley, and raised in San Antonio, Mr. Sanchez is a 12th generation
Texan descended from some of Texas’ earliest pioneering families. In addition to his professional
responsibilities, he is a longtime volunteer of the American Diabetes Association and serves as
co-chair for the National Advocacy Committee in Washington, D.C. which sets all federal and
state public policy priorities for the organization.
Petrus ‘Trey’ Wassdorf, Attorney, comes to Hance Scarborough, LLP from the Public Utility
Commission of Texas where he served in the Commission Advising division directly advising each
of the Commissioners on the legal and policy implications of issues before the Commission.
These wide variety of issues included electrical rate cases, water utility complaints, STMs, rate
case appeals, etc. At Hance Scarborough, Mr. Wassdorf works on a variety of legislative and
administrative law issues including energy, transportation, water, and alcohol among many
others. His formal education focused on energy, water, and environmental issues.
Born and raised around the Texas government, Mr. Wassdorf graduated with a BS in Political
Science with Honors from the University of Houston. Upon graduation, Mr. Wassdorf entered a
Master's program at Texas State University and began work with the Texas Senate. After
graduating with a MA in Political Science, and four years at the Senate, Mr. Wassdorf attended
Texas Tech University School of Law where he graduated Summa Cum Laude, Order of the Coif.
Sawyer Hennig, Legislative Consultant, has a Bachelor of Science degree in Criminal Justice
from Tarleton State University. Sawyer provides strategic advice and guidance to clients of the
firm, including businesses, organizations, and trade associations, regarding the Texas
Legislature. Ms. Hennig has the responsibility to track legislation, monitor all media reports, and
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any developments relating to the firm's clients. Ms. Hennig pairs this legislative and media tracking
together to analyze the potential impact and help clients navigate the legislative process.
Ms. Hennig is also responsible for managing the firm’s and clients’ political action committees,
including advising and making recommendations on contribution strategies. Additionally, Ms.
Hennig assisted Mr. Hance with fundraising for President Donald J. Trump and continues with
many other state and congressional campaigns. Prior to joining the firm, she worked for a member
of the Texas House of Representatives.
Jay Stewart, Managing Partner, has been with the firm since its inception in 1994, Mr. Stewart
focuses his practice before state and federal agencies, covering a wide range of topics such as
environmental, oil and gas, energy, oil and gas waste management and licensing, gaming, Indian
gaming, pharmacy, open records, all occupational licenses at TDLR, housing, and insurance.
Mr. Stewart provides his clients with experienced and successful representation regarding all of
their needs regarding their permitting, enforcement and regulatory matters. He regularly practices
before the Texas Railroad Commission, Texas Commission on Environmental Quality, Texas
Lottery Commission, U.S. Environmental Protection Agency, Texas Department of Housing and
Community Affairs, Federal Election Commission, Texas Board of Pharmacy, Texas Department
of Insurance and the Public Utility Commission of Texas.
Mr. Stewart also represents many clients in matters before the Texas Attorney General's Office,
including the Texas Public Information Act (formerly Texas Open Records Act) and agency
appeals. Mr. Stewart provides appellate representation for his clients, including those before the
Texas Supreme Court. In addition to his legal representation, Mr. Stewart provides lobbying and
government relations representation of the firm's clients before the Texas Legislature, United
State Congress and state and federal administrative agencies, including bill drafting and
legislative strategy and success.
Jay graduated from the University of Texas at Austin in 1987 and Texas Tech School of Law in
1990. Mr. Stewart serves as an officer on many non-profit boards in Austin, including the Austin
Opera and Austin Symphony Orchestra.
Mike Woodward, Senior Partner, has provided representation in the areas of environmental and
administrative law since 1985. As the former Assistant Chief Hearings Examiner and Staff
Attorney of the Texas Water Commission (the predecessor agency to the Texas Commission on
Environmental Quality), Mr. Woodward has an extensive background in enforcement and
permitting in the areas of hazardous waste, radioactive waste, water quality, and water utility
matters.
Mr. Woodward has represented industrial and municipal clients in a wide range of environmental
permitting, enforcement, and regulatory matters. Mr. Woodward's expertise extends to the areas
of commercial hazardous waste facilities, municipal solid waste landfills, recycling and waste
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minimization, underground injection, management and disposal of radioactive materials, and
wastewater discharges.
Mr. Woodward maintains an active practice representing clients before the Texas Commission on
Environmental Quality, Texas Railroad Commission, Texas Department of Health, and the U.S.
Environmental Protection Agency. Mr. Woodward's broad experience allows him to provide clients
with practical and efficient on-going environmental regulatory representation and assistance.
Barton Hejny, Attorney, is an alumnus of St. Edward’s University and Baylor Law, Barton J.
Hejny’s background in administrative law began with work at the Texas Commission on
Environmental Quality, the Travis County District Attorney's Office Environmental Crimes
Division, and the Texas Parks and Wildlife Department. Barton joined the Hance Scarborough
team in 2017 and now represents clients in administrative matters before the Railroad
Commission and other state agencies.
Lilian Morales, Office and Ethics Compliance Manager, is responsible for preparing all lobby
reports and ethics compliance requirements by the Texas Ethics Commission. She also is the
administrator for the firm’s political action committee, HS Law PAC. She is a graduate of Stanford
University.
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Section Four - Firm Capabilities
Government Relations and Expertise
Hance Scarborough’s bipartisan government relations and public policy group has represented
major U.S. and international corporations, trade associations, nonprofits, local governments,
municipalities, transportation coalitions, universities, and others. The firm operates at the
intersection of public policy and law, providing strategic advice and counsel and direct legislative
and executive branch government relations services at the local, state, and federal levels, on a
host of issues critical to our clients’ successes. Our attorneys and lobbyists have served in key
positions in the government and maintain strong ties with key policymakers, including
congressional, state and local officials in the Denton area. The firm brings a sophisticated
understanding of the integral relationship between the process and politics to help achieve our
clients’ objectives.
Our seasoned legislative and public policy team achieves results because the firm offers clients:
● Experience. Our firm has represented clients on complex and high-profile policy matters
for 30 years.
● Judgment. The complex "hot button" issues the firm tackles often require deft political
handling and sensitivity to the impact that policy battles have in other areas, such as risk
management and business reputation.
● Seasoned Team. Our policy team has extensive experience working with local officials,
the Texas Legislature, U.S. Congress, and state and federal agencies. The group includes
a former chairman of the Texas Railroad Commission and three former members of
Congress from Texas, two of whom also served as Texas State Senators. Members of
our team also include former senior legislative and congressional staff and executive
branch officials. In addition, the team draws upon the substantive experience and
expertise of 10 lawyers and additional lobbyists throughout the firm who have worked in
government.
Our team has the experience, knowledge, and relationships to effectively advocate for the City in
Austin, Texas. Our attorneys and professionals are widely respected, and they bring to our clients
an insider's understanding of the legal and policy framework in which issues in government arise,
as well as the processes in which decisions in these areas are made. The firm works regularly
with both Democrat and Republican members of the Texas Legislature on those issues and are
strong advocates for every client the firm represents. Our law firm’s deep Texas roots and strong
ties to local, and state elected Texas officials make us a unique fit to represent your interests in
Austin.
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The firm addresses each client’s specific challenges and opportunities with a tailored approach
and a distinctive strategy crafted to meet that client’s individual timeline and goals. The firm will
work closely with the City to research, develop, and execute a strategic plan for its state priorities.
Success requires timely and responsive communication to make sure that the City is fully
informed of key developments to allow it to proactively guide strategic decisions. Communication
is the key to any business relationship, and the firm will work aggressively to ensure the City is
always aware of political opportunities, issues, developments, and how these may impact its
goals.
The firm understands that the City has specific strengths, abilities, and opportunities that it intends
to leverage to achieve success. The attorneys and professionals on the Hance Scarborough team
for the City of Denton will work with the City to develop a strategic plan to: (a) proactively identify
and take advantage of opportunities for the City to grow its footprint and expand relationships with
state elected officials to enable your team to achieve policy objectives important to the City of
Denton and its residents; and (b) continue to look for new opportunities to improve the City in
priority areas that will help the City improve its competitiveness as it seeks to attract new business
and improve the quality of life for those that live in the community.
Issue Understanding and Analysis
As discussed in further detail below, our State team works with clients to identify issues of
importance to them. After those issues have been identified, we combine our legislative and
media tracking to identify issues that are moving through the system that could impact the City
and ensure our client is well informed and prepared. Further, even when issues have not yet been
identified by our clients, our attorneys and professionals will be your eyes and ears in a rapidly
moving environment such as the Texas Legislative session. We then immediately bring those
issues to our client's attention to get their opinion. Those issues are then added to our tracking
system.
Legislative tracking at the State level is a key part of our lobby practice. With over 10,000 bills
filed every legislative session, it would be a daunting task for the City to handle advocacy on its
own. Legislative tracking begins during the interim with interim charges. Our team analyzes the
interim charges for potential impacts on our clients and works with them to convey their issues to
the appropriate legislative committees. For example, several issues came to our attention in the
recently released 2024 Senate and House Interim Committee Charges: Property Taxes, Extra-
territorial Jurisdiction, Housing Affordability, Protecting Local Taxpayers, Transportation Funding,
Communications Interoperability, and Alleviating Road Traffic.
Next, we will work with the City to identify legislative priorities. It is important to begin this process
as soon as possible so that we can begin working with stakeholders and legislative offices on
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drafting requests. Because we are a full-service law firm, our attorneys are experts in drafting
legislative proposals and amendments.
When bill filing begins in November, each of our team members reads every bill that is filed to
determine potential impacts on our clients. We maintain a bill tracking list for every one of our
individual clients. This list will be circulated periodically to our clients so that they can review and
be aware of the status of all bills that the firm is tracking for the client. Regarding bills we are
tracking for the Client, our team will alert the necessary point of contact when they begin moving
through the legislative process and hearings are scheduled. At this time, we will discuss the
possibility of testimony and/or legislative strategies to advance or deter the bill(s) from moving
forward.
As legislative deadlines begin approaching, our team will work with the client to use these
deadlines to our advantage. The end of the legislative session is not the end of our work. We also
work with clients during the veto period, as this is a critical time and the last chance to kill any bills
detrimental to the client. After the legislative session, our team will work with the appropriate state
agencies to ensure that legislation is properly interpreted and implemented.
The professional staff at Hance Scarborough has formed and maintained countless relationships
with decision makers in Austin during their collective years advocating for clients in the capital.
The firm will focus on members who will serve as natural allies due to Denton’s geographic
footprint.
Hance Scarborough’s professional staff in Austin has decades of experience and close
relationships with members of the legislature, including Senators Tan Parker and Drew Springer
and Representatives Richard Hayes, Lynn Stucky, Kronda Thimesch, and Jared Patterson.
Additionally, we maintain close relationships with the Governor, Lt. Governor, Texas Attorney
General, and Speaker of the House, and State Comptroller. Hance Scarborough’s staff has
worked with the officials currently holding these offices since their early days in state government.
The officials in these offices may change, but Hance Scarborough strives to develop relationships
with new members as soon as possible. Further, because many of our personnel are active
attorneys in the administrative law area, we have strong relationships with state agencies such
as the Texas Department of Transportation, Public Utility Commission, the Texas Commission on
Environmental Quality, and the Texas Water Development Board. Many of our personnel worked
at these agencies earlier in their careers. As the City’s representative we will continue to cultivate
these relationships and form new ones to aid in elevating the City’s priorities.
As mentioned before, in addition to working with members of the legislature and other state
government officials, our team also works closely with entities such as the Texas Municipal
League. In the current legislative environment in Austin, it is especially important that while a City
can rely on the resources of the entities such as TML, that they not depend solely upon them.
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Such entities are currently disfavored by the legislature, and it is imperative that cities can
distinguish themselves from those organizations as the situation presents.
Strategic Planning and Advocacy
While we always recommend a client testify before committees of the Texas Legislature
themselves, we understand that time and travel constraints do not always allow. As such, our
attorneys and lobbyists regularly testify on behalf of our clients before both legislative committees
and state agencies.
As a fixed fee-based client, the City of Denton will have access to the entire team (listed above)
at any time, as needed. Logan Spence will be the point of contact. He will assist with defining
policy goals and all legislative needs. In this way, our team will become members of your team
and your advocates in Austin. You will have our cell phone numbers and full access to our support
staff. The firm strongly recommends regular contact with you to retain coordinated messaging
and help ensure the team is updated on all issues. To do so, the firm suggests regular conference
calls and face-to-face meetings with you to remain in coordination on all efforts and to provide
regular intelligence regarding progress and actions on your issues. Naturally, any reconnaissance
the firm ascertains in between these calls will be sent to you via email or the firm will simply pick
up the phone and discuss it directly with you.
As your representative, the firm regularly meets and maintains communication with key
lawmakers and officials and their staff. This communication is key to establishing beneficial
working relationships, however we believe that the City’s participation in the process by having a
delegation come to the Capitol at least once a year is critical to ensuring the City’s issues are
strategically represented before members of the legislature.
Our team will work with the City of Denton on briefing materials as well as external messaging for
use with the Texas Legislature, the executive branch, and with the Denton community. As you
know, it is critical for the City of Denton to have one-to-two-page documents that quickly and
easily communicate the community’s goals and priorities. Our team will help prepare new
documents or edit current documents for the City of Denton that will help communicate your goals
and legislative priorities concisely.
Our experienced bipartisan government and regulatory affairs team, with deep lobbying
experience on behalf of major municipalities, port authorities, and related transportation entities,
stands ready to assist in advancing the City’s legislative and regulatory agenda in Austin, TX.
As a representative for the City, our firm will seek to support the advancement of priority projects
and initiatives through opportunities at the state level. Our team will act as the liaison on behalf of
the City and identify opportunities primed for pursuit as well as potential threats.
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Section Five - References
Our firm has a long history of effectively assisting clients in achieving state funding and legislative
provisions to advance their projects. The Hance Scarborough team is purposeful in seeking to
represent mid-sized Texas cities with geographic distribution. The firm has demonstrated
success in developing tailored strategies for municipalities that have achieved results - in terms
of both funding and legislative provisions. The following is a list of some of the firm’s clients with
similar interests to the City.
Ports to Plains Alliance
● 2018 - Current
● John Osborne, Chairman, 1500 Broadway, 6th Floor, Lubbock, TX 79401, (806)
749 - 4500, john.osborne@lubbockeda.org
South Padre Island
● 2023-Current
● Patrick McNulty, Mayor, 4601 Padre Blvd, South Padre Island, TX 78597, (956)
761-8109, pmcnulty@myspi.org
Texas Travel Alliance
● 2018-Current
● Erika Boyd, President and CEO, 9600 Escarpment Blvd., Ste. 745-40, Austin, TX
78749, ((830) 624-6169, erika@texastravelalliance.org
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Section Six - Cost of Services
Hance Scarborough is compensated by clients on a flat-fee basis, billed monthly, enabling the
client to accurately project its costs on an annual basis. While discussion with the City’s executives
on further details of representation is anticipated, we propose a flat fee of $7,000 per month for
the first year of state representation. Travel and expenses will be billed additionally, but for any
monthly expenses exceeding $500 the firm will seek your prior approval. This fee covers the local,
and state government relations and lobbying services of the Hance Scarborough team as listed
in this proposal. Any legal work by Hance Scarborough will be billed separately, but only with your
prior approval.
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City of Denton, Texas Contract 8580
Revised Date: 9/11/18
Page 16 of 18
Exhibit C
INSURANCE REQUIREMENTS
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 insurance 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 - o r b e t t e r .
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, claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
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City of Denton, Texas Contract 8580
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Page 17 of 18
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 claims made form,
Contractor shall maintain such coverage continuously throughout the term of this
contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give rise
to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following 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,
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.
Docusign Envelope ID: 418E3077-DB5C-4CFD-A2B0-B2898B7541F9
Docusign Envelope ID: 418E3077-DB5C-4CFD-A2B0-B2898B7541F9
Hance Scarborough, LLP
Certificate Of Completion
Envelope Id: 418E3077DB5C4CFDA2B0B2898B7541F9 Status: Completed
Subject: Please DocuSign: City Council Contract 8580 State Legislative Consultant
Source Envelope:
Document Pages: 33 Signatures: 5 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
7/23/2024 11:36:48 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: 7/23/2024 11:43:00 AM
Viewed: 7/23/2024 11:43:09 AM
Signed: 7/23/2024 11:43:24 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: 7/23/2024 11:43:26 AM
Viewed: 7/23/2024 1:04:16 PM
Signed: 7/23/2024 1:05:11 PM
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: 198.49.140.10
Sent: 7/23/2024 1:05:13 PM
Viewed: 7/24/2024 4:55:42 PM
Signed: 7/24/2024 5:05:55 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Logan Spence
lspence@hslawmail.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 12.75.117.114
Signed using mobile
Sent: 7/24/2024 5:05:57 PM
Viewed: 7/25/2024 5:25:48 PM
Signed: 7/26/2024 10:36:18 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2024 5:25:48 PM
ID: 537753f6-417a-41f5-8a6b-fa2bf4cd2b5a
Signer Events Signature Timestamp
Cassey Ogden
Cassandra.Ogden@cityofdenton.com
Assistant City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/26/2024 10:36:20 AM
Resent: 7/29/2024 9:34:27 AM
Viewed: 7/29/2024 10:00:44 AM
Signed: 7/29/2024 10:01:18 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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: 7/29/2024 10:01:21 AM
Viewed: 8/21/2024 8:32:04 AM
Signed: 8/21/2024 8:32:23 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: 107.77.196.182
Signed using mobile
Sent: 8/21/2024 8:32:26 AM
Viewed: 8/21/2024 9:07:24 AM
Signed: 8/21/2024 9:07:33 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lauren Thoden
lauren.thoden@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 8/21/2024 9:07:36 AM
Viewed: 8/21/2024 2:40:20 PM
Signed: 8/21/2024 2:40:28 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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: 7/23/2024 11:43:26 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: 7/29/2024 10:01:20 AM
Viewed: 7/29/2024 11:22:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 8/21/2024 2:40:31 PM
Viewed: 8/21/2024 4:36:25 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kristi Fogle
Kristi.Fogle@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 8/21/2024 2:40:33 PM
Electronic Record and Signature Disclosure:
Accepted: 8/12/2024 7:31:39 PM
ID: 3bbf1685-b479-4c4d-9e02-1b5e8e7146ad
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/23/2024 11:43:00 AM
Certified Delivered Security Checked 8/21/2024 2:40:20 PM
Signing Complete Security Checked 8/21/2024 2:40:28 PM
Completed Security Checked 8/21/2024 2:40:33 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: Logan Spence, Kristi Fogle
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.