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Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
Docusign Envelope ID: A6B88796-77D7-425B-9948-884363627881
PSA
Cori Power
Not Applicable
Mayhill DCTA Trail Extension Design
8377-020
N/A
JUNE 16, 2026
36-0892
City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 1 of 16
CITY OF DENTON, TEXAS
STANDARD AGREEMENT FOR ENGINEERING RELATED
PROFESSIONAL SERVICES
(PSA 8377-020)
This AGREEMENT is between the City of Denton, a Texas home-rule municipality
("CITY"), and Freese and Nichols, Inc., with its corporate office at 801 Cherry St, Suite
2800, Fort Worth, TX 76102 and authorized to do business in Texas, ("ENGINEER"), for a
PROJECT generally described as: Mayhill DCTA Trail Extension (the "PROJECT").
SECTION 1
Scope of Services
A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees
to perform, professional engineering services set forth in the Scope of Services
attached hereto as Attachment A. These services shall be performed in connection
with the PROJECT.
B. Additional services, if any, will be requested in writing by the CITY. CITY shall not
pay for any work performed by ENGINEER or its consultants, subcontractors and/or
suppliers that has not been ordered in advance and in writing. It is specifically
agreed that ENGINEER shall not be compensated for any additional work resulting
from oral orders of any person.
SECTION 2
Compensation and Term of Agreement
A. The ENGINEER shall be compensated for all services provided pursuant to this
AGREEMENT in an amount not to exceed $249,660 in the manner and in accordance
with the fee schedule as set forth in Attachment A. Payment shall be considered full
compensation for all labor, materials, supplies, and equipment necessary to
complete the services described in Attachment A.
B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall
be for a term beginning upon the effective date, as described below, and shall continue
for a period which may reasonably be required for the completion of the PROJECT,
until the expiration of the funds, or completion of the PROJECT and acceptance by the
CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to
completion as described in the PROJECT schedule as set forth in Attachment A.
SECTION 3
Terms of Payment
Payments to the ENGINEER will be made as follows:
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A. Invoice and Payment
(1) The Engineer shall provide the City sufficient documentation, including but not
limited to meeting the requirements set forth in the PROJECT schedule as set
forth in Attachment A to reasonably substantiate the invoices.
(2) The ENGINEER will issue monthly invoices for all work performed under this
AGREEMENT. Invoices for the uncontested performance of the particular
services are due and payable within 30 days of receipt by City.
(3) Upon completion of services enumerated in Section 1, the final payment of any
balance for the uncontested performance of the services will be due within 30
days of receipt of the final invoice.
(4) In the event of a disputed or contested billing, only that portion so contested will
be withheld from payment, and the undisputed portion will be paid. The CITY
will exercise reasonableness in contesting any bill or portion thereof. No interest
will accrue on any contested portion of the billing until mutually resolved.
(5) If the CITY fails to make payment in full to ENGINEER for billings contested in
good faith within 60 days of the amount due, the ENGINEER may, after giving 7
days' written notice to CITY, suspend services under this AGREEMENT until
paid in full. In the event of suspension of services, the ENGINEER shall have
no liability to CITY for delays or damages caused the CITY because of such
suspension of services.
SECTION 4
Obligations of the Engineer
A. General
The ENGINEER will serve as the CITY's professional engineering representative under
this AGREEMENT, providing professional engineering consultation and advice and
furnishing customary services incidental thereto.
B. Standard of Care
The ENGINEER shall perform its services:
(1) with the professional skill and care ordinarily provided by competent engineers
practicing in the same or similar locality and under the same or similar
circumstances and professional license; and
(2) as expeditiously as is prudent considering the ordinary professional skill and
care of a competent engineer.
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C. Subsurface Investigations
(1) The ENGINEER shall advise the CITY with regard to the necessity for
subcontract work such as special surveys, tests, test borings, or other
subsurface investigations in connection with design and engineering work to be
performed hereunder. The ENGINEER shall also advise the CITY concerning
the results of same. Such surveys, tests, and investigations shall be furnished
by the CITY, unless otherwise specified in Attachment A.
(2) In soils, foundation, groundwater, and other subsurface investigations, the
actual characteristics may vary significantly between successive test points and
sample intervals and at locations other than where observations, exploration,
and investigations have been made. Because of the inherent uncertainties in
subsurface evaluations, changed or unanticipated underground conditions may
occur that could affect the total PROJECT cost and/or execution. These
conditions and cost/execution effects are not the responsibility of the
ENGINEER.
D. Preparation of Engineering Drawings
The ENGINEER will provide to the CITY the original drawings of all plans in ink on
reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by
CITY, which shall become the property of the CITY. CITY may use such drawings in any
manner it desires; provided, however, that the ENGINEER shall not be liable for the use of
such drawings for any project other than the PROJECT described herein.
E. Engineer's Personnel at Construction Site
(1) The presence or duties of the ENGINEER's personnel at a construction site,
whether as on-site representatives or otherwise, do not make the ENGINEER or
its personnel in any way responsible for those duties that belong to the CITY
and/or the CITY's construction contractors or other entities, and do not relieve
the construction contractors or any other entity of their obligations, duties, and
responsibilities, including, but not limited to, all construction methods, means,
techniques, sequences, and procedures necessary for coordinating and
completing all portions of the construction work in accordance with the
AGREEMENT Documents and any health or safety precautions required by
such construction work. The ENGINEER and its personnel have no authority to
exercise any control over any construction contractor or other entity or their
employees in connection with their work or any health or safety precautions.
(2) Except to the extent of specific site visits expressly detailed and set forth in
Attachment A, the ENGINEER or its personnel shall have no obligation or
responsibility to visit the construction site to become familiar with the progress
or quality of the completed work on the PROJECT or to determine, in general, if
the work on the PROJECT is being performed in a manner indicating that the
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PROJECT, when completed, will be in accordance with the AGREEMENT
Documents, nor shall anything in the AGREEMENT Documents or this
AGREEMENT between CITY and ENGINEER be construed as requiring
ENGINEER to make exhaustive or continuous on-site inspections to discover
latent defects in the work or otherwise check the quality or quantity of the work
on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation
from the AGREEMENT Documents, the ENGINEER shall inform the CITY.
(3) When professional certification of performance or characteristics of materials,
systems or equipment is reasonably required to perform the services set forth in
the Scope of Services, the ENGINEER shall be entitled to rely upon such
certification to establish materials, systems or equipment and performance
criteria to be required in the AGREEMENT Documents.
F. Opinions of Probable Cost, Financial Considerations, and Schedules
(1) The ENGINEER shall provide opinions of probable costs based on the current
available information at the time of preparation, in accordance with
Attachment A.
(2) In providing opinions of cost, financial analyses, economic feasibility projections,
and schedules for the PROJECT, the ENGINEER has no control over cost or
price of labor and materials; unknown or latent conditions of existing equipment
or structures that may affect operation or maintenance costs; competitive
bidding procedures and market conditions; time or quality of performance by
third parties; quality, type, management, or direction of operating personnel; and
other economic and operational factors that may materially affect the ultimate
PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that
the CITY's actual PROJECT costs, financial aspects, economic feasibility, or
schedules will not vary from the ENGINEER's opinions, analyses, projections, or
estimates.
G. Construction Progress Payments
Recommendations by the ENGINEER to the CITY for periodic construction progress
payments to the construction contractor will be based on the ENGINEER's knowledge,
information, and belief from selective sampling and observation that the work has
progressed to the point indicated. Such recommendations do not represent that
continuous or detailed examinations have been made by the ENGINEER to ascertain that
the construction contractor has completed the work in exact accordance with the
AGREEMENT Documents; that the final work will be acceptable in all respects; that the
ENGINEER has made an examination to ascertain how or for what purpose the
construction contractor has used the moneys paid; that title to any of the work, materials,
or equipment has passed to the CITY free and clear of liens, claims, security interests, or
encumbrances; or that there are not other matters at issue between the CITY and the
construction contractor that affect the amount that should be paid.
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H. Record Drawings
Record drawings, if required, will be prepared, in part, on the basis of information compiled
and furnished by others, and may not always represent the exact location, type of various
components, or exact manner in which the PROJECT was finally constructed. The
ENGINEER is not responsible for any errors or omissions in the information from others
that is incorporated into the record drawings.
I. Right to Audit
(1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after
final payment under this AGREEMENT, have access to and the right to
examine and photocopy any directly pertinent books, documents, papers and
records of the ENGINEER involving transactions relating to this AGREEMENT.
ENGINEER agrees that the CITY shall have access during normal working
hours to all necessary ENGINEER facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the
provisions of this section. The CITY shall give ENGINEER reasonable advance
notice of intended audits.
(2) ENGINEER further agrees to include in all its subconsultant agreements
hereunder a provision to the effect that the subconsultant agrees that the CITY
shall, until the expiration of five (5) years after final payment under the
subcontract, have access to and the right to examine and photocopy any
directly pertinent books, documents, papers and records of such subconsultant,
involving transactions to the subcontract, and further, that the CITY shall have
access during normal working hours to all subconsultant facilities, and shall be
provided adequate and appropriate work space, in order to conduct audits in
compliance with the provisions of this section together with subsection (3)
hereof. CITY shall give subconsultant reasonable advance notice of intended
audits.
(3) ENGINEER and subconsultant agree to photocopy such documents as may be
requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost
of copies at the rate published in the Texas Administrative Code in effect as of
the time copying is performed.
J. INSURANCE
During the performance of the services under this Agreement, ENGINEER shall
maintain insurance in compliance with the requirements of Attachment B which is
attached hereto and made a part of this Agreement as if written word for word herein.
K. Independent Consultant
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The ENGINEER agrees to perform all services as an independent consultant and not as a
subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior
shall not apply.
L. Disclosure
The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of
any existing conflicts of interest or potential conflicts of interest, including personal financial
interest, direct or indirect, in property abutting the proposed PROJECT and business
relationships with abutting property cities. The ENGINEER further acknowledges that it will
make disclosure in writing of any conflicts of interest that develop subsequent to the
signing of this AGREEMENT and prior to final payment under the AGREEMENT.
M. Asbestos or Hazardous Substances
(1) If asbestos or hazardous substances in any form are encountered or suspected,
the ENGINEER will stop its own work in the affected portions of the PROJECT
to permit testing and evaluation.
(2) If asbestos or other hazardous substances are suspected, the CITY may
request the ENGINEER to assist in obtaining the services of a qualified
subcontractor to manage the remediation activities of the PROJECT.
N. Permitting Authorities - Design Changes
If permitting authorities require design changes so as to comply with published design
criteria and/or current engineering practice standards which the ENGINEER should have
been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise
plans and specifications, as required, at its own cost and expense. However, if design
changes are required due to the changes in the permitting authorities' published design
criteria and/or practice standards criteria which are published after the date of this
AGREEMENT which the ENGINEER could not have been reasonably aware of, the
ENGINEER shall notify the CITY of such changes and an adjustment in compensation will
be made through an amendment to this AGREEMENT.
O. Schedule
ENGINEER shall manage the PROJECT in accordance with the schedule developed per
Attachment A to this AGREEMENT.
P. Equal Opportunity
(1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents
shall not engage in any discriminatory employment practice. No person shall,
on the grounds of race, sex, sexual orientation, age, disability, creed, color,
genetic testing, or national origin, be refused the benefits of, or be otherwise
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subjected to discrimination under any activities resulting from this
AGREEMENT.
(2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and
ENGINEER’s agents shall not engage in any discriminatory employment
practice against individuals with disabilities as defined in the ADA.
SECTION 5
Obligations of the City
A. City-Furnished Data
ENGINEER may rely upon the accuracy, timeliness, and completeness of the information
provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the ENGINEER as required for the
ENGINEER's performance of its services. The CITY will perform, at no cost to the
ENGINEER, such tests of equipment, machinery, pipelines, and other components of the
CITY's facilities as may be required in connection with the ENGINEER's services. The
CITY will be responsible for all acts of the CITY's personnel.
C. Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and
pay for all advertisements for bids; permits and licenses required by local, state, or federal
authorities; and land, easements, rights-of-way, and access necessary for the
ENGINEER's services or PROJECT construction.
D. Timely Review
The CITY will examine the ENGINEER's studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as the
CITY deems appropriate; and render in writing decisions required by the CITY in a timely
manner in accordance with the PROJECT schedule prepared in accordance with
Attachment A.
E. Prompt Notice
The CITY will give prompt written notice to the ENGINEER whenever CITY observes or
becomes aware of any development that affects the scope or timing of the ENGINEER's
services or of any defect in the work of the ENGINEER or construction contractors.
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F. Asbestos or Hazardous Substances Release.
(1) CITY acknowledges ENGINEER will perform part of the work at CITY's
facilities that may contain hazardous materials, including asbestos containing
materials, or conditions, and that ENGINEER had no prior role in the
generation, treatment, storage, or disposition of such materials. In
consideration of the associated risks that may give rise to claims by third
parties or employees of City, City hereby releases ENGINEER from any
damage or liability related to the presence of such materials.
(2) The release required above shall not apply in the event the discharge, release
or escape of hazardous substances, contaminants, or asbestos is a result of
ENGINEER’s negligence or if ENGINEER brings such hazardous substance,
contaminant or asbestos onto the PROJECT.
G. Contractor Indemnification and Claims
The CITY agrees to include in all construction contracts the provisions of Article IV.E.
regarding the ENGINEER's Personnel at Construction Site, and provisions providing for
contractor indemnification of the CITY and the ENGINEER for contractor's negligence.
H. Contractor Claims and Third-Party Beneficiaries
(1) The CITY agrees to include the following clause in all contracts with
construction contractors and equipment or materials suppliers:
"Contractors, subcontractors and equipment and materials
suppliers on the PROJECT, or their sureties, shall maintain no
direct action against the ENGINEER, its officers, employees, and
subcontractors, for any claim arising out of, in connection with, or
resulting from the engineering services performed. Only the CITY
will be the beneficiary of any undertaking by the ENGINEER."
(2) This AGREEMENT gives no rights or benefits to anyone other than the CITY
and the ENGINEER and there are no third-party beneficiaries.
(3) The CITY will include in each agreement it enters into with any other entity or
person regarding the PROJECT a provision that such entity or person shall
have no third-party beneficiary rights under this AGREEMENT.
(4) Nothing contained in this Section H. shall be construed as a waiver of any right
the CITY has to bring a claim against ENGINEER.
I. CITY's Insurance
(1) The CITY may maintain property insurance on certain pre-existing structures
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associated with the PROJECT.
(2) The CITY may secure Builders Risk/Installation insurance at the replacement
cost value of the PROJECT. The CITY may provide ENGINEER a copy of the
policy or documentation of such on a certificate of insurance.
J. Litigation Assistance
The Scope of Services does not include costs of the ENGINEER for required or requested
assistance to support, prepare, document, bring, defend, or assist in litigation undertaken
or defended by the CITY. In the event CITY requests such services of the ENGINEER, this
AGREEMENT shall be amended or a separate agreement will be negotiated between the
parties.
K. Changes
The CITY may make or approve changes within the general Scope of Services in this
AGREEMENT. If such changes affect the ENGINEER's cost of or time required for
performance of the services, an equitable adjustment will be made through an amendment
to this AGREEMENT with appropriate CITY approval.
SECTION 6
General Legal Provisions
A. Authorization to Proceed
ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a
written Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of the
ENGINEER, whether in hard copy or in electronic form, are instruments of service for this
PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by
the CITY or by others acting through or on behalf of the CITY of any such instruments of
service without the written permission of the ENGINEER will be at the CITY's sole risk.
The CITY shall own the final designs, drawings, specifications and documents.
C. Force Majeure
The ENGINEER is not responsible for damages or delay in performance caused by acts of
God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER
that prevent ENGINEER’s performance of its obligations hereunder.
D. Termination
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(1) This AGREEMENT may be terminated:
a. by the City for its convenience upon 30 days' written notice to
ENGINEER.
b. by either the CITY or the ENGINEER for cause if either party fails
substantially to perform through no fault of the other and the
nonperforming party does not commence correction of such
nonperformance within 5 days’ written notice or thereafter fails to
diligently complete the correction.
(2) If this AGREEMENT is terminated for the convenience of the City, the
ENGINEER will be paid for termination expenses as follows:
a. Cost of reproduction of partial or complete studies, plans, specifications
or other forms of ENGINEER'S work product;
b. Out-of-pocket expenses for purchasing electronic data files and other
data storage supplies or services;
c. The time requirements for the ENGINEER'S personnel to document the
work underway at the time of the CITY'S termination for convenience so
that the work effort is suitable for long time storage.
(3) Prior to proceeding with termination services, the ENGINEER will submit to the
CITY an itemized statement of all termination expenses. The CITY'S approval
will be obtained in writing prior to proceeding with termination services.
E. Suspension, Delay, or Interruption to Work
The CITY may suspend, delay, or interrupt the services of the ENGINEER for the
convenience of the CITY. In the event of such suspension, delay, or interruption, an
equitable adjustment in the PROJECT's schedule, commitment and cost of the
ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be
made.
F. Indemnification
IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,
THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST
LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S
AGENT, ENGINEER UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE
ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS
CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL
TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
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SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS
REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S
LIABILITY.
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the prior written
consent of the other party.
H. Jurisdiction
The law of the State of Texas shall govern the validity of this AGREEMENT, its
interpretation and performance, and any other claims related to it. The venue for any
litigation related to this AGREEMENT shall be Denton County, Texas.
I. Severability and Survival
If any of the provisions contained in this AGREEMENT are held for any reason to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
will not affect any other provision, and this AGREEMENT shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F.,
6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause.
J. Observe and Comply
ENGINEER shall at all times observe and comply with all federal and State laws and
regulations and with all City ordinances and regulations which in any way affect this
AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws
ordinances and regulations which may exist or may be enacted later by governing bodies
having jurisdiction or authority for such enactment. No plea of misunderstanding or
ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY
AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND
EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF
THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION,
WHETHER IT BE BY ITSELF OR ITS EMPLOYEES.
K. Immigration Nationality Act
ENGINEER shall verify the identity and employment eligibility of its employees who
perform work under this AGREEMENT, including completing the Employment Eligibility
Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with
copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and
State laws as well as establish appropriate procedures and controls so that no services
will be performed by any ENGINEER employee who is not legally eligible to perform
such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
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FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS,
AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the
right to immediately terminate this AGREEMENT for violations of this provision by
ENGINEER.
L. Prohibition on Contracts with Companies Boycotting Israel
Engineer 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, Engineer certifies that Engineer’s signature provides written
verification to the City that Engineer: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
M. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or
a Foreign Terrorist Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting
with companies that do business with Iran, Sudan, or a foreign terrorist organization.
By signing this agreement, Engineer certifies that Engineer’s signature provides
written verification to the City that Engineer, pursuant to Chapters 2252 and 2270,
is not ineligible to enter into this agreement and will not become ineligible to
receive payments under this agreement by doing business with Iran, Sudan, or a
foreign terrorist organization. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
N. Prohibition on Contracts with Companies Boycotting Certain Energy
Companies
Engineer 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, Engineer certifies that
Engineer’s signature provides written verification to the City that Engineer: (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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O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities
and Firearm Trade Associations
Engineer 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, Engineer certifies
that Engineer’s signature provides written verification to the City that Engineer:
(1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade
association. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
P. Termination Right for Contracts with Companies Doing Business with Certain
Foreign-Owned Companies
The City of Denton may terminate this Contract immediately without any further liability
if the City of Denton determines, in its sole judgment, that this Contract meets the
requirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned by
or the majority of stock or other ownership interest of the company is held or controlled
by individuals who are citizens of China, Iran, North Korea, Russia, or other designated
country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia,
or other designated country.
Q. 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 Contractor shall complete and submit the City’s
Conflict of Interest Questionnaire.
R. Certificate of Interested Parties Electronic Filing
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City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 14 of 16
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908
of the Government Code. The law states that the City may not enter into this contract
unless the Contractor submits a disclosure of interested parties (Form 1295) to the City
at the time the Contractor submits the signed contract. The Texas Ethics Commission
has adopted rules requiring the business entity to file Form 1295 electronically with the
Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract
is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/filinginfo/1295/
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th
day after Council award. Once a Form 1295 is acknowledged, it will be posted to the
Texas Ethics Commission’s website within seven business days.
S. Agreement Documents
This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, which supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. This AGREEMENT may be
executed in one or more counterparts and each counterpart shall, for all purposes, be
deemed an original, but all such counterparts shall together constitute but one and the
same instrument. The following attachments and schedules are hereby made a part of
this AGREEMENT:
Attachment A - Scope of Services, Compensation, and Schedule
Attachment B – Insurance Requirements
These documents make up the AGREEMENT documents and what is called for by one
shall be as binding as if called for by all. In the event of an inconsistency or conflict in
any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall
be resolved by giving precedence first to the written AGREEMENT then to the
AGREEMENT documents in the order in which they are listed above.
The parties agree to transact business electronically. Any statutory requirements that
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City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 15 of 16
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.
Duly executed by each party’s designated representative to be effective on
_____________________________.
BY:
ENGINEER
FREESE AND NICHOLS, INC.
Authorized Agent, Title
Full Name: ________________________
TEXAS ETHICS COMMISSION CERTIFICATE NUMBER
BY:
CITY OF DENTON, TEXAS
Cassey Ogden, Interim City Manager
ATTEST:
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: ______________________________
Docusign Envelope ID: A6B88796-77D7-425B-9948-884363627881
James Naylor
06/16/2026
2026-1460939
KRISTI FOGLE, INTERIM CITY SECRETARY
City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 16 of 16
THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
___________________________
SIGNATURE
___________________________
TITLE
___________________________
DEPARTMENT
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Capital Projects
Director of Capital Projects
City of Denton Page 1 of 16
Attachment A
ATTACHMENT “A”
Scope for Engineering Design Related Services for
Mayhill Shared Use Trail
The scope set forth herein defines the work to be performed by Freese and Nichols, Inc.
(ENGINEER) and City of Denton (CLIENT) in completing the project. Both the CLIENT and
ENGINEER have attempted to clearly define the work to be performed and address the
needs of the Project.
PROJECT DESCRIPTION AND ASSUMPTIONS
This project will include the design of a new shared use trail in two locations:
1. On the northeast side of the DCTA rail from MedPark Station to Edwards Road (Old
Mayhill Road rail crossing) including a new pedestrian bridge over PEC-5.
2. From the Mayhill Rd. / Colorado Blvd. intersection to the existing trail at the old
Mayhill Road rail crossing within existing City ROW. Most existing pavement in this
area will be removed, while maintaining access to adjacent properties. Drainage
patterns will be maintained, and existing drainage structures will be utilized as
necessary.
This project is funded through the DCTA Transportation Reinvestment Program. Where
feasible, the trail alignment will utilize City property and existing ROW, and preparation of
easement acquisition documents for two parcels is included in this scope. The design of the
trail and bridge is anticipated to span the floodplain of PEC-5, and no H&H modeling
services are included in this scope. It is assumed that DCTA will design and construct all
improvements within DART ROW. Bidding and construction general representation services
are included.
Design assumptions:
- Project will be designed according to current City of Denton design guidelines.
- CLIENT will conduct franchise utility coordination efforts.
- The project will be designed to meet current permitting and design standards based
on the date of the signing of this contract.
- Topographic survey obtained from the design of the Mayhill Road project will be
utilized for the design portion of the project from Colorado Blvd. to the old Mayhill
Road crossing.
- DCTA will design and construct all improvements within DART ROW.
- ROW and easement needs as well as the survey documents will be determined and
produced by the ENGINEER, and the CLIENT will perform the acquisition services.
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Attachment A
WORK TO BE PERFORMED
Basic Services
Task 1. Design Management
Task 2. Conceptual Design (30%)
Task 3. Final Design (90% and 100%)
Task 4. Bid Phase Services
Task 5. Construction Phase Services
Special Services
Task 6. Topographic and Boundary Survey
Task 7. Accessibility Plan Review and Inspection
ENGINEER will render the following professional engineering services in connection with
the development of the project:
BASIC SERVICES
TASK 1. DESIGN MANAGEMENT
ENGINEER will manage the work outlined in this scope to ensure efficient and effective use
of ENGINEER’s and CLIENT’s time and resources. ENGINEER will manage change,
communicate effectively, coordinate internally and externally as needed, and proactively
address issues with the CLIENT’s Project Manager and others as necessary to make
progress on the work. ENGINEER will:
A. Complete internal project setup.
B. Conduct pre-design project kickoff meeting with CLIENT.
C. Conduct and document up to six (6) project update or review meetings with CLIENT
Project Manager (not including post-submittal meetings).
D. Conduct monthly internal design team coordination meetings.
E. Prepare and submit monthly invoices with project status reports (up to 6).
F. Prepare baseline design schedule and schedule updates as needed.
G. Make up to three (3) site visits to become familiar with site and observe existing
conditions.
DELIVERABLES
i. Meeting summaries with decisions and action items
ii. Baseline design schedule and necessary updates
iii. Monthly Invoices and Project Status Reports
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Attachment A
TASK 2. CONCEPTUAL DESIGN (30%)
A. ENGINEER will collect relevant project data (such as contour data, aerial imagery,
and record drawings) from CLIENT and other available sources.
B. In addition to data obtained from the CLIENT, ENGINEER will research and make
efforts to obtain pertinent information to aid in coordination of the proposed
improvements with any planned future improvements that may influence the project.
C. ENGINEER will develop one (1) conceptual design for two trail alignment
alternatives, one for each segment of the trail. The conceptual design will include a
location map, plan view, profile view, typical sections, and limits of construction
boundaries.
D. ENGINEER will determine the right-of-way and easement needs necessary for the
construction of the project and furnish information to the CLIENT.
E. ENGINEER will detail the necessary land survey, Deed and Abstract Records
search, right-of-way maps, and descriptions of properties to be acquired.
F. ENGINEER will develop an opinion of probable construction cost (OPCC). Sources
of data used in the preparation of the OPCC include construction data aggregation
services, similar past project performed by ENGINEER, bid results from previous
CLIENT projects of similar type, and ENGINEER experience and engineering
judgement.
G. ENGINEER will conduct QA/QC of the design deliverables.
DELIVERABLES
i. Conceptual design showing design alternatives
ii. OPCC for conceptual design
TASK 3. FINAL DESIGN (90% AND 100%)
A. After review and approval of the 30% Design by the CLIENT, ENGINEER will provide
90% Design services.
B. ENGINEER will provide 90% Design services to the CLIENT with the following design
plans. All information listed will be provided on the design plans:
GENERAL
o COVER SHEET
o INDEX OF SHEETS
o PROJECT LAYOUT AND SURVEY CONTROL
o HORIZONTAL ALIGNMENT DATA
o TYPICAL SECTIONS
o ROW AND EASEMENT PLAN
o GENERAL NOTES
o EXISTING UTILITY LAYOUT
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Attachment A
o SUMMARY SHEETS
TRAIL
o REMOVAL PLAN
o TRAIL PLAN AND PROFILE
o TRAIL STANDARDS
BRIDGE
o BRIDGE LAYOUT
o TYPICAL CROSS SECTION
o BEARING SEAT ELEVATIONS
o ABUTMENT PLANS, ELEVATIONS, DETAILS
o FOUNDATION DETAILS
o APPLICABLE DETAILS AND TXDOT STANDARDS
EROSION CONTROL
o EROSION CONTROL PLAN
o SW3P – STORM WATER POLLUTION PREVENTION PLAN
o CITY OF DENTON STANDARDS
CROSS SECTIONS
C. Bridge Design:
a. The bridge is assumed to be a single-span prefabricated truss bridge (e.g.,
Contech), with an anticipated span length of up to approximately 130 feet,
supported on TxDOT-style abutments with drilled shaft foundations and
wingwalls.
b. ENGINEER will coordinate with a representative prefabricated bridge vendor
to obtain interface dimensions, load reactions, and anchorage requirements.
FNI will not be responsible for design of the bridge superstructure itself beyond
specifying code requirements and performance specifications.
c. ENGINEER will not perform design of the prefabricated bridge superstructure.
Contractor is responsible for coordinating with the vendor for structural design
and developing shop drawings of the prefabricated bridge.
d. ENGINEER assumes the railing will be integrated into the pedestrian bridge
structure. No separate railings will be designed or called out on the plans.
Decorative or custom transitions are excluded unless authorized as additional
services.
D. After review and approval of the 90% Design by the CLIENT, ENGINEER will provide
100% Design services.
E. ENGINEER will develop an opinion of probable construction cost (OPCC) based on
each design submittal. Sources of data used in the preparation of the OPCC include
construction data aggregation services, similar past project performed by ENGINEER,
bid results from previous CLIENT projects of similar type, and ENGINEER experience
and engineering judgement.
F. ENGINEER will prepare construction specification documents utilizing CLIENT
standard documents for the 90% and 100% Design.
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Attachment A
G. ENGINEER will conduct QA/QC and constructability review of the design deliverables
for each submittal.
H. ENGINEER will attend one (1) post-submittal meeting (in person) with CLIENT after
each submittal.
I. Design Plans, OPCC, and specifications deliverables will be delivered to CLIENT in
pdf format.
DELIVERABLES
i. 90% and 100% Design Plans
ii. 90% and 100% Specifications
iii. 90% and 100% Opinion of Probable Costs (OPCC)
iv. QA/QC Documentation
TASK 4. BID PHASE SERVICES
A. CLIENT will host and upload, or post, all bid documents to online bidding site.
B. ENGINEER will provide a copy of the Notice to Bidders for CLIENT to use in notifying
construction news publications and publishing appropriate legal notice. The cost for
publications will be paid by CLIENT.
C. ENGINEER will attend one (1) in person pre-bid meeting and assist to create a pre-
bid meeting agenda.
D. ENGINEER will assist CLIENT by responding to questions and interpreting bid
documents. ENGINEER will prepare and issue up to two (2) addenda to the bid
documents to CLIENT, if necessary. CLIENT will upload addenda to online bidding
site.
E. ENGINEER will assist in the tabulation and review of all bids received for the
construction of the improvements and shall make recommendations for award to the
CLIENT.
F. ENGINEER will furnish CLIENT with issued for construction sets including four (4)
copies of half size (11”x17”) drawings, four (4) copies of the project specifications, and
PDF copy of the above items.
G. The project will only be bid once. Any additional bidding efforts would be considered
Additional Services.
DELIVERABLES
i. Recommendation of Award
ii. Issued for construction planset
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Attachment A
TASK 5. CONSTRUCTION PHASE SERVICES
Upon completion of the bid or negotiation phase services, ENGINEER will proceed with the
performance of construction phase general representation services as described below:
A. In performing these services, it is understood that ENGINEER does not guarantee the
CONTRACTOR’s performance, nor is ENGINEER responsible for the supervision of
the CONTRACTOR’s operation and employees. ENGINEER shall not be responsible
for the means, methods, techniques, sequences or procedures of construction
selected by the CONTRACTOR, or any safety precautions and programs relating in
any way to the condition of the premises, the work of the CONTRACTOR or any
Subcontractor. ENGINEER shall not be responsible for the acts or omissions of any
person (except its own employees or agents) at the Project site or otherwise
performing any of the work of the Project.
B. These services are based on the use of ENGINEER’s standard General Conditions
for construction projects. Modifications to these services required by use of other
general conditions or contract administration procedures are an additional service. If
General Conditions other than ENGINEER’s standard are used, the CLIENT agrees
to include provisions in the General Conditions that require CONTRACTOR to include
ENGINEER: (1) as an additional insured and in any waiver of subrogation rights with
respect to such liability insurance purchased and maintained by CONTRACTOR for
the Project (except workers’ compensation and ENGINEER liability policies); and (2)
as an indemnified party in the CONTRACTOR’s indemnification provisions where the
CLIENT is named as an indemnified party.
C. ENGINEER will assist CLIENT in conducting pre-construction conference(s) with the
CONTRACTOR (s), review construction schedules prepared by the CONTRACTOR
(s) pursuant to the requirements of the construction contract and prepare a proposed
estimate of monthly cash requirements of the Project from information provided by the
CONTRACTOR.
D. ENGINEER will establish and maintain a project documentation system consistent
with the requirements of the construction contract documents. ENGINEER will monitor
the processing of CONTRACTOR’s submittals and provide for filing and retrieval of
project documentation. ENGINEER will produce monthly reports indicating the status
of all submittals in the review process. ENGINEER will review up to three (3) rounds
of CONTRACTOR’s submittals, including, requests for information, modification
requests, shop drawings, schedules, and other submittals in accordance with the
requirements of the construction contract documents for the projects. ENGINEER will
monitor the progress of the CONTRACTOR in sending and processing submittals to
see that documentation is being processed in accordance with schedules. Requests
for information required to clarify ENGINEER’s drawings or intent will be addressed as
required and are not included in the CONTRACTOR submittals.
a. Timeline for Review: ENGINEER shall review the Contractor’s submittal
schedule and shall not unreasonably delay or withhold approval of the
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Attachment A
schedule. ENGINEER’s action in reviewing submittals shall be taken in
accordance with the approved submittal schedule or, in the absence of an
approved submittal schedule, with reasonable promptness while allowing
sufficient time, in ENGINEER’s professional judgment, to permit adequate
review.
b. Shop Drawings: ENGINEER shall review and approve, or take other
appropriate action upon, the Contractor’s submittals such as Shop Drawings,
Product Data and Samples, but only for the limited purpose of checking for
conformance with information given and the design concept expressed in the
Contract Documents. Review of such submittals is not for the purpose of
determining the accuracy and completeness of other information such as
dimensions, quantities, and installation or performance of equipment or
systems, which are the Contractor’s responsibility. ENGINEER’s review shall
not constitute approval of safety precautions or construction means, methods,
techniques, sequences or procedures. ENGINEER’s approval of a specific
item shall not indicate approval of an assembly of which the item is a
component.
c. Delegated Design: If the Contract Documents specifically require the
Contractor to provide professional design services or certifications by a design
professional related to systems, materials, or equipment, ENGINEER shall
specify the appropriate performance and design criteria that such services
must satisfy. ENGINEER shall review and take appropriate action on Shop
Drawings and other submittals related to the Work designed or certified by the
Contractor’s design professional, provided the submittals bear such
professional’s seal and signature when submitted to ENGINEER.
ENGINEER’s review shall be for the limited purpose of checking for
conformance with information given and the design concept expressed in the
Contract Documents. ENGINEER shall be entitled to rely upon, and shall not
be responsible for, the adequacy and accuracy of the services, certifications,
and approvals performed or provided by such design professionals.
d. Requests for Information: ENGINEER shall review and respond to requests for
information about the Contract Documents. ENGINEER shall set forth, in the
Contract Documents, the requirements for requests for information. Requests
for information shall include, at a minimum, a detailed written statement that
indicates the specific Drawings or Specifications in need of clarification and the
nature of the clarification requested. ENGINEER’s response to such requests
shall be made in writing within any time limits agreed upon, or otherwise with
reasonable promptness. If appropriate, ENGINEER shall prepare and issue
supplemental Drawings and Specifications in response to the requests for
information.
E. ENGINEER shall review and certify the amounts due to the Contractor and shall issue
certificates in such amounts. ENGINEER’s certification for payment shall constitute a
representation to CLIENT, based on ENGINEER’s evaluation of the Work as provided
in and on the data comprising the Contractor’s Application for Payment, that, to the
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Attachment A
best of ENGINEER’s knowledge, information and belief, the Work has progressed to
the point indicated, the quality of the Work is in accordance with the Contract
Documents, and that the Contractor is entitled to payment in the amount certified. The
foregoing representations are subject to (1) an evaluation of the Work for conformance
with the Contract Documents upon Substantial Completion, (2) results of subsequent
tests and inspections, (3) correction of minor deviations from the Contract Documents
prior to completion, and (4) specific qualifications expressed by ENGINEER.
a. The issuance of a Certificate for Payment shall not be a representation that
ENGINEER has (1) made exhaustive or continuous on-site inspections to
check the quality or quantity of the Work, (2) reviewed construction means,
methods, techniques, sequences or procedures, (3) reviewed copies of
requisitions received from Subcontractors and suppliers and other data
requested by CLIENT to substantiate the Contractor’s right to payment, or (4)
ascertained how or for what purpose the Contractor has used money
previously paid on account of the Contract Sum.
F. ENGINEER will make up to six [6] (1 per month for 6 months) visits to the construction
site (as distinguished from the continuous services of a Resident Project
Representative) to observe the progress and the quality of work and to attempt to
determine in general if the work is proceeding in accordance with the Construction
Contract Documents. In this effort ENGINEER will report any observed deficiencies
to CLIENT. Visits to the site in excess of the specified number are an Additional
Service.
G. ENGINEER’s responsibility to provide Construction Phase Services commences with
the award of the Contract for Construction and terminates on the date ENGINEER
issues the final Certificate for Payment.
a. Construction Phase Services provided more than 60 days after (1) the date of
Substantial Completion of the Work or (2) the initial date of Substantial
Completion identified in the original agreement between CLIENT and
Contractor, whichever is earlier, shall be compensated as Additional Services
to the extent ENGINEER incurs additional cost in providing those Construction
Phase Services.
H. ENGINEER will notify the CLIENT of non-conforming work observed on site visits.
ENGINEER will review quality related documents provided by the CONTRACTOR
such as test reports, equipment installation reports or other documentation required
by the Construction contract documents.
I. ENGINEER will coordinate the work of testing laboratories and inspection bureaus
required for the testing or inspection of materials, witnessed tests, factory testing, etc.
for quality control of the Project. The cost of such quality control shall be paid by
CLIENT and is not included in the services to be performed by ENGINEER.
J. ENGINEER will interpret the drawings and specifications for CLIENT and
CONTRACTOR(s). Investigations, analyses, and studies requested by the
CONTRACTOR(s) and approved by CLIENT, for substitutions of equipment and/or
materials or deviations from the drawings and specifications is an additional service.
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Attachment A
K. ENGINEER will establish procedures for administering constructive changes to the
construction contracts. ENGINEER will process up to two (2) change orders and
negotiate with the CONTRACTOR on behalf of the CLIENT to determine the cost and
time impacts of these changes. ENGINEER will prepare change order documentation
for approved changes for execution by the CLIENT. Documentation of field orders,
where cost to CLIENT is not impacted, will also be prepared. Investigations, analyses,
studies or design for substitutions of equipment or materials, corrections of defective
or deficient work of the CONTRACTOR or other deviations from the construction
contract documents requested by the CONTRACTOR and approved by the CLIENT
are an Additional Service. Substitutions of materials or equipment or design
modifications requested by the CLIENT are an additional service. Errors and
omissions by ENGINEER will be addressed as required for no additional
compensation.
L. ENGINEER will prepare documentation for contract modifications required to
implement modifications in the design of the project. ENGINEER will receive and
evaluate notices of CONTRACTOR claims and make recommendations to the CLIENT
on the merit and value of the claim on the basis of information submitted by the
CONTRACTOR or available in project documentation. ENGINEER will endeavor to
negotiate a settlement value with the CONTRACTOR on behalf of the CLIENT if
appropriate. Providing these services to review or evaluate construction
CONTRACTOR(s) claim(s), supported by causes not within the control of ENGINEER
are an additional service.
M. ENGINEER will conduct, in company with CLIENT’s representative, a final review of
the Project for conformance with the design concept of the Project and general
compliance with the Construction Contract Documents. ENGINEER will prepare a list
of deficiencies to be corrected by the CONTRACTOR before recommendation of final
payment. ENGINEER will assist the CLIENT in obtaining legal releases, permits,
warranties, spare parts, and keys from the CONTRACTOR. ENGINEER will review
and comment on the certificate of completion and the recommendation for final
payment to the CONTRACTOR(s). Visiting the site to review completed work in excess
of two (2) trips is an Additional Service.
a. ENGINEER’s Review shall be conducted with CLIENT for the limited purpose
of checking conformance of the Work with the requirements of the Contract
Documents and to verify the accuracy and completeness of the list submitted
by the Contractor of Work to be completed or corrected.
N. ENGINEER will revise the construction drawings in accordance with the information
furnished by construction CONTRACTOR(s) reflecting changes in the Project made
during construction. ENGINEER will furnish CLIENT one (1) electronic copy (.pdf
format) of “Record Drawings.”
O. This phase does not include the services of a construction manager or inspector.
DELIVERABLES
i. Preconstruction meeting minutes
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Attachment A
ii. Monthly progress reports
iii. Up to two (2) change orders
iv. Record drawings
SPECIAL SERVICES
TASK 6. TOPOGRAPHIC AND BOUNDARY SURVEY
A. Topographic and boundary survey shall be obtained for the portion of the project
extending from Medpark Station to Edwards Road, approximately 1,400 linear feet.
All survey services will be based on NAD-83 State Plane Coordinate System, Texas
North Central Zone (4202), with data derived from the Alterra VRS Network. Data shall
be provided in surface coordinates obtained by using a Denton County grid to surface
adjustment factor. The survey may be referenced to City of Denton survey control
monuments, if available. All services shall be in accordance with the Rules and Acts
of the Texas Board of Professional Engineering and Land Surveying. All work will
comply with the railroad safety standards for work conducted near the DCTA right of
way. Field crews will not perform work on the tracks or ballast.
B. Right of entry will be obtained by letter via Certified Mail and/or by verbal authorization
for affected and adjacent property owners. Documented right of entry will be obtained
and logged into a spreadsheet prior to entering any private property or private
properties.
C. Primary control shall be established around the entire project area. Control shall be
located in stable locations (i.e. iron rods) located outside future construction areas.
Each control point will have Northing, Easting, and elevation established. Vertical
control will be established utilizing a closed level loop. Control data sheets for primary
control points will be prepared.
D. Boundary Recovery and Delineation
a. Research County records for ownership deeds and/or plats describing property
boundaries.
b. Search and recover sufficient monuments marking property corners and right
of way together with any other evidence necessary to assist with the
reconstruction of the property boundaries.
c. The right of way and private property boundaries will be verified, reconstructed
and delineated using evidence obtained from records research and from field
measurements of the boundary monuments found. Authority (i.e. deed,
dedication, or easement) of right of way will be provided. Deliverables will
reflect the recording information (if applicable) of all rights of way, plats, and
vesting deeds.
E. Design Survey
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Attachment A
a. A standard topographic survey will include cross-sections generally at 50-foot
intervals. Features shall include, but not limited to, edges of pavements, crown
of road, fences, traffic signs, grade breaks, toe of slope, top of bank, drainage
ditches, drainage pipes, headwalls, utility signs, overhead electric lines and
guy wires, manholes, water valves, and gas valves.
b. The topography survey shall also include the locations of the bridge columns
and the riprap under the bridge abutment south of the DCTA tracks.
c. Measure the elevations of wastewater manhole flowlines, storm drain manhole
flowlines, storm drain pipe flowlines, and top of nut of water valves.
d. Place one (1) request of Texas811 to locate franchise utilities. Map pin flags
and paints marks set by Texas811 locators. We do not guarantee if and where
Texas811 locators will mark underground franchise utilities.
e. Map the locations of trees 6 inches or greater and provide the common name
of tree species if known by the survey crew. Tree assessment services beyond
common species name and caliber size or services requiring an arborist are
excluded from this scope of survey and will be considered additional scope of
work for additional fees.
F. Parcel Documents
a. Prepare parcel exhibit documents (parcel map with parcel description) for new
sidewalk easements up to 2 parcels.
b. Monument new sidewalk easements with a 1/2" iron rod with red cap stamped
“PJB SURVEYING” unless noted otherwise.
DELIVERABLES
i. Copies of the right of entry letters mailed to the property owners, copies of the
signed right of entry letters returned by the property owners, and/or any notes
related to accessing the properties.
ii. PDF’s of control point sketches.
iii. PDF’s of all field sketches including all manhole measure down data. Measure
down data includes X,Y,Z values of top of structure, measure to flowline(s),
material, and pipe sizes (as best determined).
iv. Survey data point list in ASCII format.
v. CAD file containing all survey data including planimetrics, contours, boundary
lines, railroad right of way lines and street right of way lines.
vi. TIN file.
vii. Copies of plats, deeds, easements, or other research uncovered and used to
delineate boundary lines.
viii. Two (2) signed and sealed copies of new sidewalk easement parcel exhibits.
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Attachment A
TASK 7. ACCESSIBILITY PLAN REVIEW AND INSPECTION
A. ENGINEER will register the project with Texas Department of Licensing and
Regulation (TDLR).
B. ENGINEER will provide permitting support for the CLIENT and will prepare plan
layouts for Americans with Disabilities Act (ADA) and TDLR compliant pedestrian
improvements.
C. ENGINEER will retain the services of a TDLR Registered Accessibility Specialist
(RAS) Inspector approved by the CLIENT.
D. ENGINEER will be responsible for completing and submitting the inspection forms,
paperwork, and RAS plan review during the design phase as required by the TDLR.
E. During the construction phase, the ENGINEER will coordinate one (1) RAS
inspection with the CLIENT and RAS Inspector no later than thirty (30) calendar days
after construction substantial completion.
F. ENGINEER will be compensated for the RAS Inspector costs by the CLIENT as a
reimbursable expense.
DELIVERABLES
i. TDLR project registration
ii. RAS plan review
iii. RAS project inspection
ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES
Additional Services not included in the existing Scope of Services – CLIENT and ENGINEER
agree that the following services are beyond the Scope of Services described in the tasks
above. However, ENGINEER can provide these services, if needed, upon the CLIENT’s
written request. Any additional amounts paid to the ENGINEER as a result of any material
change to the Scope of the Project shall be agreed upon in writing by both parties before the
services are performed. These additional services include the following:
· Franchise utility coordination. CLIENT has committed to performing any franchise
utility coordination needed for the project.
· Services required to resolve bid protests or to rebid the projects for any reason.
· Construction management or inspection services.
· Materials testing or specialty testing services.
· Land acquisition or negotiation services.
· Condemnation support services (eminent domain, prepare condemnation package,
testify as an expert witness in eminent domain proceedings, complex appraisals, etc.).
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Attachment A
· Subsurface Utility Engineering (SUE) services.
· Environmental analysis services.
· Geotechnical services.
· Public involvement or outreach services.
· Landscape architecture or urban design services.
· Grant application or grant administration services.
· Traffic analysis services.
· GIS mapping services or assistance with these services.
· LOMR or CLOMR related services.
· Providing value engineering studies or reviews
· Tree survey or mitigation.
· Nationwide permit pre-construction notification (PCN) submittal to the USACE
· Meetings or consultation with the USACE or other resource agencies, except as
specifically noted in the scope of services.
· Additional field investigations or analysis required to respond to public or regulatory
agency comments.
· Phase I/II/III Environmental Site Assessment (ESA).
· Other environmental services not included in the scope of work.
· Site visits and meetings in excess of the number of trips included.
· Providing renderings, models, and mock-ups requested by the CLIENT not already
included in the project scope.
· Providing services to investigate existing conditions or facilities, or to make measured
drawings thereof, or to verify the accuracy of drawings or other information furnished
by CLIENT.
· Assisting CLIENT in claims disputes with CONTRACTOR(s).
· Assisting CLIENT in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any,
will be furnished by ENGINEER on a fee basis negotiated by the respective parties
outside of and in addition to this AGREEMENT.
· Performing investigations, studies, and analysis of work proposed by construction
CONTRACTOR(s) to correct defective work.
· Design, contract modifications, studies, or analysis required to comply with local,
State, Federal or other regulatory agencies that become effective after the date of this
agreement.
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Attachment A
· Providing services to review or evaluate construction CONTRACTOR(s) claim(s),
provided said claims are supported by causes not within the control of ENGINEER.
· Investigations, analyses, and studies requested by the CONTRACTOR and approved
by the CLIENT, for substitutions of equipment and/or materials or deviations from the
drawings and specifications.
· Services related to disputes over pre-qualification, bid protests, bid rejection and re-
bidding of the contract for construction.
· Field layouts or the furnishing of construction line and grade surveys (to be provided
by the CONTRACTOR).
· Services related to warranty claims, enforcement and inspection after final completion.
· Revising design/documents when such revisions are 1) inconsistent with approvals or
instructions previously given by the CLIENT or 2) due to other causes not solely within
the control of ENGINEER.
CLIENT RESPONSIBILITIES
CLIENT’s responsibilities shall include the following:
A. Designate in writing a person to act as CLIENT’s representative with respect to the
services to be rendered under this Agreement. Such person shall have contract
authority to transmit instructions, receive information, interpret and define the
CLIENT’s policies and decisions with respect to the ENGINEER’s services for the
Project.
B. Provide all criteria and full information as to CLIENT’s requirements for the Project,
including design objectives and constraints, space, capacity and performance
requirements, flexibility and expandability, and any budgetary limitations; and furnish
copies of all design and construction standards which CLIENT will require to be
included in the plans and specifications.
C. Assist ENGINEER by placing at ENGINEER’s disposal all available information
pertinent to the Project including previous reports and any other data relative to the
Project.
D. Provide construction inspection on the Project.
E. Arrange for access to and make all provisions for Engineer to enter upon public and
private property as required for Engineer to perform services under this Agreement.
F. Examine all studies, reports, sketches, drawings, specifications, proposals and other
documents presented by Engineer, obtain advice of an attorney, insurance counselor
and other consultants as CLIENT deems appropriate for such examination and render
in writing decisions pertaining thereto within a reasonable time so as not to delay the
services of Engineer.
G. Provide such accounting, independent cost estimating, and insurance counseling
services as may be required for the Project, such legal services as CLIENT may
require or ENGINEER may reasonably request with regard to legal issues pertaining
to the Project.
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Attachment A
DESIGNATED REPRESENTATIVES:
ENGINEER and CLIENT designate the following representatives:
CLIENT’s Designated Representative – Tracy Beck, PE, PMP, PMI-CP, Construction
Projects Manager, 401 N. Elm Street, Denton, TX 76201, 940-349-8925,
Tracy.Beck@cityofdenton.com
ENGINEER’s Project Manager – Adam Cross, PE, RAS, ENV SP, 6136 Frisco Blvd., Suite
375, Frisco, TX 75034, 214-217-2245, adam.cross@freese.com
ENGINEER’s Accounting Representative – Erin Westbrook, Lead Operations Analyst, 801
Cherry St., Ste. 2800, Fort Worth, TX 76102, 817-735-7395, erin.westbrook@freese.com
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Attachment A
PAYMENT FOR SERVICES:
CLIENT agrees to pay ENGINEER for all ENGINEER services rendered under this Agreement
for time and materials in accordance with Attachment CO – Compensation which is attached
and made a part of this Agreement.
Progress payments shall be made monthly upon receipt of an invoice from ENGINEER
outlining the work tasks performed and an estimated percent completion of the work along
with itemized charges for services performed during the period in accordance with the
standard hourly rates described in Exhibit “A”.
If ENGINEER sees the Scope of Services changing so that additional services are needed,
ENGINEER will notify the CLIENT before proceeding. Additional services shall be
negotiated on an individual basis should they become necessary. ENGINEER assumes that
proposed budget may be re-allocated between Tasks 1 through 5 as needed to cover actual
effort.
FEE SUMMARY
Task Number Task Description Fee
Basic Services
Task 1 Design Management $17,950
Task 2 Conceptual Design (30%) $28,180
Task 3 Final Design (90% and 100%) $133,450
Task 4 Bid Phase Services $8,860
Task 5 Construction Phase Services $29,590
Basic Services Total $218,030
Special Services
Task 6 Topographic and Boundary Survey $25,880
Task 7 Accessibility Plan Review and Inspection $5,750
Special Services Total $31,630
Basic Services and Special Services Total $249,660
Basic services shall be billed as lump sum (LS). Special services shall be billed as cost plus
maximum (CPM).
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Proposed Shared
Use Trail
Colorado Blvd Mayhill Rd.Docusign Envelope ID: A6B88796-77D7-425B-9948-884363627881
Attachment B
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 ENGINEER
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 ENGINEER, the
ENGINEER 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, ENGINEER 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. ENGINEER may, upon written request to the Purchasing
Department, ask for clarification of any insurance requirements at any time;
however, ENGINEERs 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. ENGINEER shall not commence any work or deliver any
material until he or she receives notification that the contract has been accepted,
approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements
shall comply with the following general specifications, and shall be maintained in
compliance with these general specifications throughout the duration of the
Contract, or longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the
State of Texas with an A.M. Best Company rating of at least A- or better.
• Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees,
and volunteers; or, the ENGINEER 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,
Employees, and volunteers.
o That such insurance is primary to any other insurance available to the
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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,
ENGINEER 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
ENGINEER shall either double the occurrence limits or obtain Owners and
ENGINEER 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 ENGINEER, and Contractual Liability with minimum
combined bodily injury (including death) and property damage limits of
$1,000,000.00 per occurrence and $2,000,000.00 general aggregate.
B. PROFESSIONAL LIABILITY INSURANCE
If ENGINEER is a licensed or certified person who renders professional
services, then Professional Liability Insurance to provide coverage against
any claim which the ENGINEER becomes legally obligated to pay as damages
arising out of the performance of professional services caused by any
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negligent 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 ENGINEER, the
ENGINEER 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 ENGINEER as an
additional insured.
(2) ENGINEER shall obtain and monitor the certificates of insurance from each
Subcontractor. ENGINEER 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.
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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: A6B88796-77D7-425B-9948-884363627881
Freese and Nichols, Inc.
Attachment CIQ
5/26/2026
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
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