8684 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
Not Applicable
COOP
CIS & UB Feasibility Study
Gabby Leeper
8684
NOVEMBER 19, 2024
N/A
24-2226
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 15
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 8684
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 Berry, Dunn, McNeil & Parker, LLC dba
BerryDunn, with its corporate office at 2211 Congress Street, Portland, ME 04102, 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, CIS & UB Feasibility Study, as described in
Exhibit B, and incorporated herein (the “Project”).
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. The CONSULTANT shall perform all those services as necessary and as described in
The Interlocal Purchasing System (TIPS) Cooperative Program Contract #230601 -
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
11/19/2024
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 15
Consulting and Other Related Services, 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.
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 15
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 shall remain effective for a period which may
reasonably be required for the completion of the Project, acceptance by an authorized
representative of the OWNER, exhaustion of authorized funds, or termination as provided in this
Agreement, whichever occurs first.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail at an hourly rate shown in Exhibit 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 $83,700.
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
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 15
in Article III “Additional Services,” without obtaining prior written authorization from
the OWNER.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate shown in Exhibit 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
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 15
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.
ARTICLE VIII
INDEMNITY AGREEMENT
THE CONSULTANT AGREES, TO THE FULLEST EXTENT PERMITTED BY
LAW, TO INDEMNIFY THE CLIENT AGAINST DAMAGES, LIABILITIES, AND
COSTS ARISING FROM THE NEGLIGENT ACTS OF THE CONTRACTOR IN THE
PERFORMANCE OF PROFESSIONAL SERVICES UNDER THIS AGREEMENT, TO
THE EXTENT THAT THE CONTRACTOR IS RESPONSIBLE FOR SUCH DAMAGES,
LIABILITIES AND COSTS ON A COMPARATIVE BASIS OF FAULT AND
RESPONSIBILITY BETWEEN THE CONTRACTOR AND THE CLIENT. THE
CONTRACTOR SHALL NOT BE OBLIGATED TO INDEMNIFY THE CLIENT FOR
THE CLIENT’S OWN NEGLIGENCE.
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.
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 6 of 15
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than fifteen (15) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V “Compensation.” Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
work; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
ARTICLE XIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of seven (7) days’ mailing:
To CONSULTANT: To OWNER:
Berry, Dunn, McNeil & Parker, LLC, City of Denton
dba BerryDunn Purchasing Manager –File 8273
Seth Hedstrom 901B Texas Street
2211 Congress Street Denton, Texas 76201
Portland, ME 04102
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 15
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
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
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 15
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XIX
ASSIGNABILITY
The CONSULTANT acknowledges that this Agreement is based on the demonstrated
competence and specific qualifications of the CONSULTANT and is therefore personal as to the
CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement,
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 – The Interlocal Purchasing System (TIPS) Cooperative Program Contract
#230601 - Consulting and Other Related Services (on file at the purchasing
office)
Exhibit B – Consultant’s Scope of Services Offer, Project Schedule, and Compensation
Rate Sheet
Exhibit C – Consultant’s Insurance Requirements
Exhibit D - Form CIQ – Conflict of Interest Questionnaire
What is called for by one exhibit shall be as binding as if called for by all. In the event of
an inconsistency or conflict in this Agreement and any of the provisions of the exhibits,
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Page 9 of 15
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, key person who will oversee the performance of the
work hereunder shall be Seth Hedstrom, Principal. However, nothing herein shall limit
CONSULTANT from using other equally qualified and competent members of its firm to
perform the services required herein.
D. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
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.
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 15
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during the contract period
and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in
which case records shall be kept until all audit tasks are completed and resolved. These books,
records, documents and other evidence shall be available, within 10 business days of written
request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to this
agreement, and to allow the OWNER similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will
be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an
overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs,
must be borne by the CONTRACTOR which must be payable within five business days of
receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of
the terms "books", "records", "documents" and "other evidence", as used above, shall be
construed to include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
ARTICLE XXIV
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL
Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and
“company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this agreement, Consultant certifies that Consultant’s signature
provides written verification to the City that Consultant: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
ARTICLE XXV
PROHIBITION ON CONTRACTS WITH COMPANIES DOING BUSINESS WITH
IRAN, SUDAN, OR A FOREIGN TERRORIST ORGANIZATION
Section 2252 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Consultant certifies that Consultant’s signature provides written verification to the City that
Consultant, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 15
not become ineligible to receive payments under this agreement by doing business with Iran,
Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
ARTICLE XXVI
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN
ENERGY COMPANIES
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
“boycott energy company” and “company” shall have the meanings ascribed to those terms in
Section 809.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the
term of the agreement. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
ARTICLE XXVII
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN
FIREARM ENTITIES AND FIREARM TRADE ASSOCIATIONS
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity
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
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 15
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/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject
line. (EX: Contract 1234 – Form 1295)
The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day
after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
ARTICLE XXX
PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer, employee, independent consultant, or elected official of the City who is involved in
the development, evaluation, or decision-making process of the performance of any solicitation
shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as
defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics).
Any willful violation of this section shall constitute impropriety in office, and any officer or
employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any
violation of this provision, with the knowledge, expressed or implied, of the Contractor shall
render the Contract voidable by the City. The Consultant shall complete and submit the City’s
Conflict of Interest Questionnaire.
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 15
ARTICLE XXXI
FORCE MAJEURE
We will endeavor and use commercially reasonable efforts to complete all work contemplated
under this Agreement, However, neither party shall be liable to the other for any failure or delay
of performance of any obligation under this Agreement to the extent such failure or delay shall
have been wholly or principally caused by acts or events beyond its reasonable control rendering
performance illegal or impossible. As used in this section, force majeure means any cause
beyond the reasonable control of a party, including, but not limited to, an act of God, nature, act
of aggression, fire, strike, flood, riot, war, delay of transportation, terrorism, pandemics or other
widespread outbreaks of infectious diseases or inability due to the aforementioned causes to
obtain necessary labor, material, or facilities. The Consultant shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within seven (7) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 14 of 15
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
CONSULTANT
BY:______________________________
AUTHORIZED SIGNATURE
Printed Name:_____________________
Title:____________________________
__________________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _____________________________
SARA HENSLEY
CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
Seth Hedstrom
shedstrom@berrydunn.com
207-541-2212
2024-1231087
Principal
Leisha Meine
Chief Technology Officer
Tehcnology Services
11/19/2024
City of Denton, Texas Contract #8684
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 15 of 15
EXHIBIT A
The Interlocal Purchasing System (TIPS) Cooperative Program Contract #230601 -
Consulting and Other Related Services (on file at the purchasing office)
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
September 25, 2024
City of Denton
Attn: Leisha Meine, Chief Technology Officer
215 E McKinney Street
Denton, TX 76201
Sent via email to leisha.meine@cityofdenton.com
Dear Leisha Meine:
On behalf of Berry Dunn McNeil & Parker, LLC (BerryDunn), we are pleased to submit this letter to the City of
Denton (the City) as it plans for its upcoming Customer Information System (CIS) and Utility Billing (UB)
Feasibility Study. Below and on the following pages, we share the key benefits BerryDunn offers as the City’s
agnostic partner, a detailed work plan, and costs associated with a project of this nature.
WHY WORK WITH THE BERRYDUNN TEAM?
With the City as an existing client, we would consider it a great privilege to further our relationship by way of its
upcoming work effort. As we enter our 50th year as a nationally recognized consulting firm, we bring extensive
experience leading efforts across the full system replacement life cycle, including serving as project manager
on large-scale, enterprise-wide projects. Complemented by the following key benefits of partnering with the
BerryDunn team, we will help ensure the City’s upcoming work effort is efficient, effective, and successful.
Our existing relationship with the City.
We take pride in our relationship with the City and bring existing familiarity that will be unmatched
by others. We are familiar with the City’s culture and systems as part of our involvement in the
City’s ERP assessment project and appreciate the opportunity to continue to hep the City meet its goals and
objectives.
Our in-house experts and team approach.
With BerryDunn, the City will be served by a team of business process experts who have in-depth
familiarity with the functionalities desired for the City’s work effort. Further, we are proud to offer a
pool of over 335 consulting resources. We approach staff engagements through the lens of providing
maximum value to our clients.
Our tailored and flexible approach.
Our team members are responsive, and we make every attempt possible to help ensure the
stability of personnel assigned to the City. We work efficiently and effectively, know how to best
engage City stakeholders, and are able to contribute best practices when and where it will benefit the City most
through a proven but flexible approach.
Exhibit B
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
September 25, 2024 | Page 2
WORK PLAN
BerryDunn strives to be flexible when it comes to development and execution of an effective work plan. We
understand that no two projects are exactly alike and believe that one of the primary reasons we have been
successful with similar projects is our willingness to be flexible in adapting to our clients’ unique needs.
The overarching benefits the City can expect of our approach include:
• A methodology based on our extensive experience conducting similar projects
• Quality assurance processes that incorporate the City’s review and approval of all deliverables and key
milestones
• Built-in project management and change management best practices—focused on keeping the project
on time, on budget, and progressing at a healthy pace
Below and on the following pages, we provide details of our work plan to effectively and efficiently support the
City’s implementation effort in a full-time project management capacity.
Phase 0: Project Initiation and Planning
0.1 Conduct initial project planning. BerryDunn will conduct an initial project planning teleconference with the
City's project management team to review our proposed plan of services and schedule, clarify goals and
objectives, identify known project constraints, and refine dates and/or tasks as appropriate. As part of this
meeting, BerryDunn will discuss our approach for managing communications between BerryDunn and the City,
outline our approach to monitoring project scope, risks, and resource management, facilitate a discussion on the
format for project deliverables, request the assistance of City staff to assist in scheduling interviews, circulating
deliverables for review, and identifying appropriate employees to interview, either individually or as
representatives from key user groups.
0.2 Develop Draft Project Work Plan and Project Schedule. Based on the information gathered from initial
project planning, we will develop the Project Management Plan and Project Schedule, which will define the overall
organizational structure of the project, the project team’s responsibilities and reporting relationships, project
approach, and work breakdown structure. After providing draft versions of these materials in advance, we will
then facilitate a teleconference to review the drafts. This teleconference will serve as an opportunity to solicit
feedback before updating the Project Management Plan and Project Schedule to final.
D1. Project Management Plan and Project Schedule
0.3 Develop Ongoing Status Updates and Communications. On an ongoing basis, we will develop and provide
the City with ongoing status summaries and facilitate ongoing status calls. The purpose of these Ongoing Status
Updates and Communications is to provide the City with clarity and awareness as to the activities and
accomplishments for the reporting period, plans for the upcoming month, risks or issues encountered during the
reporting period, and anticipated problems that might impact any project deliverable.
D2. Biweekly Status Updates and Ongoing Project Management
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
September 25, 2024 | Page 3
Phase 1: Current State Assessment
1.1 Develop Project Initiation Documents. These will include provisioning a SharePoint project portal to facilitate
management of project documentation and include development of an Information Request and a project
Announcement Memo.
1.2 Develop and administer a document request and review results to prepare for work sessions. Using the
information gathered during the ERP Assessment project as a starting point, we will provide the City with an
additional document request sheet to gather additional available documentation that will be helpful to us during
the project (e.g., any further documentation on existing processes and system configuration summaries). We will
respectfully request the City provide the information in advance of our work sessions, as this information will
enable us to be more efficient, and make best use of City's personnel’s time.
1.3 Facilitate fact-finding meetings. We will conduct fact-finding sessions to explore the City’s experiences in
daily interaction with the City’s UB/CIS systems. The purpose of these meetings is to review, evaluate, and
document the City's existing processes and systems. We anticipate beginning discussions in group and focus-
group style formats with follow-on observations and individual interviews. Our approach is to do what we can to
accommodate any needed schedule changes or follow-up sessions, providing the opportunity for all stakeholders
to contribute their thoughts and ideas.
1.4 Current State Analysis Verification. Drawing on the information gathered through our review of
documentation and fact-finding and business process analysis sessions, we will prepare a Current State
Assessment Memo. This memo will include but not be limited to: high-level summary description of the current
state and future state processes; gaps between current state and future state; current state and future state
integration, conversion, and reporting needs; primary challenges and areas for improvement provided by a new
UB/CIS system; high-level preliminary functional and technical requirements, and recommended key decisions
points. Once reviewed, we will update this memo to final.
D3. Current State Assessment
Phase 2: Market Research
2.1 Develop Draft Request for Information (RFI). We will develop an RFI and response template using a proven
format that incorporates information pertaining to the history of the project and a high-level description of the
City's desired features and functions. The RFI will focus on how vendors are able to address system and process
challenges, the related system modules and functionality, cost, work effort, deployment considerations, and
timelines to implement solutions. The response template will help ensure that vendors’ responses are easy to
compare as all responses will follow a particular format and provide like information. We will review the draft RFI
and response template with the City's project team, collecting any feedback or additional terms for inclusion,
before updating to final.
2.2 Analyze RFI responses and develop summary memorandum. Using information gathered from the RFI, we
will compile findings in a Market Research summary memo. This memo will identify current market considerations
and provide the City with the insights necessary to move through the rest of the process with clarity and
familiarity.
D4. Market Research Memo
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
September 25, 2024 | Page 4
Phase 2: Market Research
2.3 Facilitate vendor outreach information sessions. Our project team will assist the City project team in
promoting, planning for, and facilitating high-level yet meaningful vendor demonstrations. The objective will be to
invite those vendors identified by City to high-level sessions based on an agenda for the purpose of informing the
selection committee of viable options. BerryDunn will prepare a notice document, support the City in identifying
UB/CIS vendors to invite based upon our extensive marketplace knowledge, prepare an agenda for the
demonstrations, and facilitate the demonstrations. We assume demonstrations will be completed in up to five
days.
2.4 Facilitate debrief session. At the conclusion of these sessions, we will conduct a debrief survey to solicit
feedback from participants of desired functionality to be included in a future system. Following the informal
vendor demonstrations, we will facilitate a debrief work session with the City PMT to gather feedback and next
steps.
D5. Informal Vendor Demonstrations
Phase 3: Future State Planning Tools
3.1 Develop an Action Plan Memo. We will develop an Action Plan Memo to capture and present the
recommended course of action for the City as it relates to achieving its desired future UB/CIS systems
environment. This memo will also contain key considerations, such as modules for inclusion, timing, budget, and
resources.
D6. Action Plan Memo
3.2 Facilitate Action Plan Executive Summary Presentation. We will develop an Action Plan Executive Summary
Presentation outlining the process, outcomes, and recommended next steps in helping the City achieve its desired
future state. Once drafted, we will facilitate a teleconference with the City’s PMT to review the presentation and
make refinements before considering it final. This presentation will be delivered to City leadership and key
decision-makers to promote buy-in and consensus for the work effort.
D7. Action Plan Executive Summary Presentation
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
September 25, 2024 | Page 5
ESTIMATED PROJECT COSTS
Table 1 presents our proposed costs for completing the City’s initiative. These fees are based on our
experience conducting projects of similar size and scope, and the assumption that satisfying a deliverable is
based on the City’s signed acceptance. That said, the City will not incur any additional costs associated with
the process of reaching deliverable acceptance. BerryDunn does not charge for time spent traveling, so these
fees reflect only the time BerryDunn team members will be working on the City’s project. We will progress bill
the City on a monthly basis for work completed against each deliverable.
Table 1: Feasibility Study Fees
Phase Fee
Phase 0: Project Initiation and Planning $14,000
Phase 1: Current State Assessment $24,400
Phase 2: Market Research $19,200
Phase 3: Future State Planning $16,600
Grand Total $74,200
Travel expense estimate, billed as incurred $9,500
All work will be conducted in accordance with our agreement with the Texas Interlocal Purchasing System
Vendor Agreement, TIPS RFP 230601 Consulting and Other Related Services. The following table shows our
planned project roles, estimated hours by role, and proposed costs to indicate alignment within the TIPS rates.
Table 3: Project Role Allocations
Project Role Estimated Hours Proposed Rate TIPS Rate
Project Principal 20 $375 $485
Project Manager 80 $260 $286
Lead Business Analyst 80 $240 $252
Lead Technical Analyst 40 $240 $252
Business Analyst 85 $202 $213
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
September 25, 2024 | Page 6
IN CLOSING
We value the City’s openness and flexibility to discussing our proposed services. No matter how many clients
we assist, we always take care to ensure the experience is tailored to the nuanced needs and resources of our
clients. Thank you again for the chance to present our approach and desire to continue work with the City.
Should you have any questions, or if you would like to discuss this proposal, please feel free to contact either
of us directly.
Sincerely,
Seth Hedstrom, PMP®, LSSGB, Principal
Local Government Practice Group
207-541-2212 |shedstrom@berrydunn.com
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
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 contract 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:
o Name as Additional Insured the City of Denton, its Officials, Agents,
Exhibit C
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
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:
1. PROFESSIONAL LIABILITY INSURANCE
If CONTRACTOR is a licensed or certified person who renders professional
services, then Professional Liability Insurance to provide coverage against any
claim which the CONTRACTOR becomes legally obligated to pay as damages
arising out of the performance of professional services caused by any negligent
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
error, omission or act with minimum limits of $1,000,000.00 per claim,
$2,000,000.00 annual aggregate.
SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the
CONTRACTOR shall require each Subcontractor performing work under the
contract, at the Subcontractor's own expense, to maintain during the engagement
with the CITY, types and limits of insurance that are appropriate for the
services/work being performed, comply with all applicable laws and are
consistent with industry standards. The Subcontractor’s liability insurance shall
name CONTRACTOR as an additional insured.
(2) CONTRACTOR shall obtain and monitor the certificates of insurance from each
Subcontractor. CONTRACTOR must retain the certificates of insurance for the
duration of the contract and shall have the responsibility of enforcing insurance
requirements among its subcontractors. The CITY shall be entitled, upon
request and without expense, to receive copies of these certificates.
Docusign Envelope ID: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
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: 94BE10D9-505D-4D3B-917C-3C6783BB2ADCExhibit D- Form CIQ
Berry, Dunn, McNeil & Parker, LLC
dba BerryDunn
10/25/2024
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: 94BE10D9-505D-4D3B-917C-3C6783BB2ADC
Certificate Of Completion
Envelope Id: 94BE10D9505D4D3B917C3C6783BB2ADC Status: Completed
Subject: Please DocuSign: City Council Contract 8684 CIS & Feasibility Study
Source Envelope:
Document Pages: 27 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
10/25/2024 10:46:13 AM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 10/25/2024 10:47:31 AM
Viewed: 10/25/2024 10:47:38 AM
Signed: 10/25/2024 10:48:26 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: 10/25/2024 10:48:29 AM
Viewed: 10/25/2024 10:58:41 AM
Signed: 10/25/2024 11:11:48 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
Sent: 10/25/2024 11:11:50 AM
Viewed: 10/25/2024 11:47:59 AM
Signed: 10/25/2024 11:54:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Seth Hedstrom
shedstrom@berrydunn.com
Principal
Berry Dunn McNeil & Parker, LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 69.49.157.66
Sent: 10/25/2024 11:54:04 AM
Viewed: 10/25/2024 11:54:35 AM
Signed: 10/25/2024 12:36:45 PM
Electronic Record and Signature Disclosure:
Accepted: 10/25/2024 11:54:35 AM
ID: ba717483-b5bb-48bc-be21-a1720091c54a
Signer Events Signature Timestamp
Leisha Meine
leisha.meine@cityofdenton.com
Chief Technology Officer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.188.159.215
Sent: 10/25/2024 12:36:48 PM
Viewed: 10/25/2024 12:38:16 PM
Signed: 10/25/2024 12:38:34 PM
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: 10/25/2024 12:38:37 PM
Viewed: 11/20/2024 10:41:02 AM
Signed: 11/20/2024 10:41:25 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 11/20/2024 10:41:27 AM
Viewed: 11/20/2024 12:04:37 PM
Signed: 11/20/2024 12:04:42 PM
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: 11/20/2024 12:04:46 PM
Viewed: 11/20/2024 2:32:43 PM
Signed: 11/20/2024 2:32:56 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: 10/25/2024 10:48:28 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: 10/25/2024 12:38:37 PM
Viewed: 10/28/2024 9:14:44 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 11/20/2024 2:32:59 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Stephanie Padgett
Stephanie.Padgett@cityofdenton.com
TS Administration Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 11/20/2024 2:33:00 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/25/2024 10:47:31 AM
Certified Delivered Security Checked 11/20/2024 2:32:43 PM
Signing Complete Security Checked 11/20/2024 2:32:56 PM
Completed Security Checked 11/20/2024 2:33:00 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: Seth Hedstrom
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.