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23-1201ORDINANCENO. 23-1201 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH MEND COLLABORATIVE, INC., FOR ASSISTANCE INTHE UPDATE OF THE DOWNTOWN MASTER PLAN ON BEHALF OF THE CITY OFDENTON FOR THE PLANNING DEPARTMENT; PROviDnqG FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 8 147 - PROFESSIONALSERVICES AGREEMENT FOR PLANNING SERVICES AWARDED TO MEND COLLABORATIVE, INC. IN THE NOT-TO-EXCEED AMOUNT OF $241,340.00). WHEREAS, Mend Collaborative, Inc., the professional services provider (the “Provider”) set forth in this ordinance, is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, this procurement was undertaken as part of the City’s governmental function [Zoning, planning, and plat approval] ; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider’s profession, and such fees do not exceed the maximumprovided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is authorized to enter into the service contract attached hereto with Mend Collaborative, Inc., for assistance in the update of the Downtown Master Plan for the Planning Department. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein byreference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. s e c o n d eT;y m o #: \ t o &F : I}=c }h i s o r d i n a n c e vv a s TITshinE:==t= ed and approved b yaafollowing vote L-L - AJ : Aye Nay Abstain Absent Mayor Gerard Hudspeth:\rJVicki Byrd, District 1 : Brian Beck, District 2: Paul Meltzer, District 3 : Joe Holland, District 4:-L L/1Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED thi, th, 17 th d,y ,f Ju„e ' 2023. G(GHZ ATTEST: JESUS SALAZAR, INTERIM CITY SECRETARY b\\\\11111111 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella LunnDN: cn=Marcella Lunn, o,LAb_':on.com, c=US Date: 2023.06.1216:52:37 -05'00' XIBY:WputMJ\ Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A Not Applicable Downtown Master Plan 8147RFQ Ginny Brummett 06/27/2023 N/A 23-1201 City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 18 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 8147 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 Mend Collaborative, Inc. , with its corporate office at 3400 Bryant Avenue South, Minneapolis, Minnesota 55408 , 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, Downtown Master Plan, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 06/27/2023 City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 18 A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFQ 8147– Downtown Master Plan, 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 & Exhibit C, 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 D. 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 & C. 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: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 18 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 D. 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 D 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 $241,340.00. 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: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 18 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 D. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 18 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 SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit E 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: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 18 B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Mend Collaborative, Inc. City of Denton Zakcq Lockrem Purchasing Manager –File 8147 3400 Bryant Avenue South 901B Texas Street Minneapolis, Minnesota 55408 Denton, Texas 76201 DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 18 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 OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 18 ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFQ 8147 – Downtown Master Plan Projects for the City of Denton (on file at the purchasing office) Exhibit B – Consultant’s Scope of Work Offer Exhibit C- Project Management Plan Exhibit D – Cost Proposal & Project Schedule Exhibit E – Consultant’s Insurance Requirements What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 18 C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Zakcq Lockrem. 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. 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, DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 18 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 Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 18 ARTICLE XXVII Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVIII Termination Right for Contracts with Companies Doing Business with Certain Foreign- Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. ARTICLE XXIX CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the Consultant submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The consultant shall: DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 18 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 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. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 06/27/2023 City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 18 CONSULTANT BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT CITY OF DENTON, TEXAS BY: _____________________________ SARA HENSLEY CITY MANAGER ATTEST: JESUS SALZAR, INTERIM CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 2023-1000202 Partner Zechariah Lockrem zakcq@mendcollaborative.com 6,127,022,453.00 Director Scott McDonald Development Services City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 14 of 18 Exhibit A RFQ 8147 – Downtown Master Plan (on file in the purchasing office) DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 1 DNTN2301 Denton Downtown Plan Scope Phase 0: Organize Timeline: Months 1-12 Phase 0 lays the groundwork for the success of the project through establishment of project standards. Task 0.1 Project Management Plan Our team will develop a Project Management Plan (PMP) that establishes the team leads, communication protocols, material production standards, and quality control standards. It will contain the draft project schedule that will be reviewed and validated, and adjusted as needed with City Staff. Task 0.2 Project Kickoff Meeting and Site Visit In a three-day team visit to Denton, our team will review the project management plan with the City Staff, conduct a vision setting exercise with the City Staff and the Mend Collaborative (Mend) team, take part in staff-led tours, brainstorm public engagement participation goals and Advisory Group composition, and conduct up to six (6) initial stakeholder interviews with key project partners and elected officials, with up to six (6) additional interviews to be conducted virtually. Stakeholder participants will be identified in consultation with City Staff and the consultant team. Stakeholder interviews will be conducted in groups of no more than three (3) participants. We will also initiate a door-to-door business owner survey in order to establish contact with these key stakeholders. The Mend Team will participate in two (2) hours of door- to door business owner survey, with City Staff conducting follow up to businesses that are not reached in the initial canvas. Following the kickoff meeting and site visit, we will produce a summary that includes an updated project schedule of deliverables and the results of the vision setting exercise. Task 0.3 Biweekly Project Management Calls The Mend team will establish a schedule for biweekly (once every two weeks) virtual project management calls between the Mend team and the City Staff throughout the length of the project. Task 0.4 Monthly Project Team Calls The Mend team will establish a schedule for monthly check-in calls for the project team throughout the length of the project. DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A Exhibit B 2 Task 0.5 Data Request Building on the results of the project kickoff meeting and site visit, the Mend team will develop and submit an initial data request to the City Staff in an excel spreadsheet format. Task 0.6 Public Engagement Plan Within two weeks of the kickoff meeting, the Mend team will submit a draft Public Engagement Plan (PEP) that aligns with goals and milestones discussed during the kickoff meeting. The document will explain in detail the target audiences, methods of engagement, timeline for activities, Advisory Group composition, and performance goals - such as number of individuals participating and levels of public input. The PEP will help to organize the Mend team and City Staff who will be focused on engagement and process with engagement events and tasks happening throughout the duration of the Downtown Plan process. It will also confirm the final composition of the 16-20 members of the Advisory Group, which must also be formally accepted by the City Council through a resolution. Task 0.7 Project Branding Upon initiation of the process, and with the input of the City Staff, the Mend team will work to engage a local artist to assist in the development of the project brand. The Mend team intends to utilize the UNT CoLab to facilitate an introduction to a local artist. This will include selection of a project name and associated graphics. The artist’s design will then be adapted into a series of graphic standards, including document and map templates, as well as materials for engagement, as called for by the Public Engagement Plan, to ensure the key information and findings will be consistently formatted throughout the course of the project and between the multiple teams. Expectations and Responsibilities for City Staff Unless noted in the scope of work, the Mend Team is responsible for the fulfillment of each task. While roles will be further clarified through the Project Management Plan and the Public Engagement Plan, City Staff will be expected to: ● Provide for meeting logistics, including locations and food ● Plan kickoff tour(s), including designing route(s), preparing maps, and securing transportation. ● Utilize their communications channels ● Provide local knowledge and insight into stakeholders, outreach and the local community ● Participate in distributing posters, signs and other promotional materials ● Review and comment upon deliverables in an agreed upon format and timeframe ● Compiling and providing access to existing planning documents and data ● Provide additional outreach information gathered through staff lead public engagement ● The Mend team will design surveys and pop ups in ways that City Staff will be able to expand upon the engagement conducted by the Mend team if desired DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 3 Phase 0 Deliverables ● A Project Management Plan that contains who are the team leads, communication protocols, material production standards, and quality control standards ● Conduct six (6) stakeholder interviews in person with project partners and elected officials, and up to additional six (6) stakeholder interviews virtually ● Door-to-door business owners survey ● The Mend team’s Data Request ● Engagement Materials that includes multiple print materials for the Kickoff Meeting and Site Visit ● Engagement Summary (a graphic document to be distributed externally) of the Kickoff Meeting and Site Visit ● Public Engagement Plan that explains in detail the target audiences, methods of engagement, timeline for activities, Advisory Group composition, and performance goals ● Project Brand Standards that includes document and map templates, as well as materials for in- person and online engagement (logo, colors, taglines, and fonts) Phase 1: Understand Timeline: Months 1-3 In this phase, the Mend team will work to understand relevant data, opportunities, and limitations, national best practices, emerging trends, and previous planning processes that affect Downtown Denton. Our goal within this phase is to merge quantitative data and qualitative observation, including engagement results, to understand the needs of the study area and build a “Case for Action” that allows us to fully develop project goals and strategies in the next phase. Task 1.1 Existing and Ongoing Plan, Data, and Recommendation Review A review of previous planning efforts and conceptual plans as well as data provided by the City. This will include identifying key opportunities to advance strategies in existing plans while identifying areas to leverage and complement efforts being made by the City. This baseline will help guide and facilitate conversations throughout the engagement process and establish a foundation for our understanding of the city’s park and recreation system. These plans, studies, and data will be provided by the City Staff for the Mend team to review. The Mend team will also coordinate with the Southeast Denton Area Plan consultant to ensure continuity in planning. Task 1.2 Demographic, Regulatory and Trend Analysis The Mend team will review community demographics and future demographic trends as it applies to the City of Denton and its Downtown, using Census data, American Community Survey data, and State Projections data as available. The Mend team will analyze these demographics to understand demand and DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 4 future demographic trends for demand related to Downtown. The Mend team will also review existing regulations, including zoning, development codes, and other regulatory tools within the City to assess their impact on Downtown. Task 1.3 Land use and Market Analysis The Mend team will review City and Appraisal District data to develop a robust understanding of land use and development opportunities within Downtown. Task 1.4 Mobility Analysis The Mend team will review data relating to mobility, including coordination with the City’s Downtown Parking Study consultant in order to develop a robust understanding of transportation modes and patterns and opportunities in Downtown. The Mend team will coordinate with the Downtown Parking Study consultant to ensure schedules and recommended strategies are consistent. Task 1.5 Open Space and Public Realm Analysis The Mend team will review data relating to parks, recreation, open space, streetscapes, and environmental systems, which, along with observation from our site visit, will be utilized to develop a robust understanding of parks and public realm opportunities within the Downtown. Special attention will be paid to Quakertown Park and a possible outdoor performance venue. Task 1.6 Historic Resource Analysis The Mend team will review data relating to historic resources in order to determine opportunities and constraints within and for the historic core of Downtown. Task 1.7 Advisory Group Meeting (1) The Mend team will work with the City Staff to identify stakeholders to serve on the Advisory Group. In their first meeting, the Mend team will facilitate activities to introduce the project, and to develop the project vision and guiding principles. These stakeholders will provide in-depth community and/or Downtown knowledge to help in shaping the engagement approach and process. Stakeholders will be required to provide project information to communities they represent and to participate in other elements of the public engagement. The first meeting will take place in person and will be scheduled to coincide with Task 1.8. Task 1.8 Pop-Ups and Speak Outs (2) The Mend team will work with the City Staff to identify two (2) opportunities for pop-up (on site engagement at parks or other existing events, such as farmers markets or other community events) engagements or speak out events (formal presentations to existing organizations) to further information gathering (approximately 90 minutes each). The Mend team will host a total of two (2) pop-up DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 5 engagements and speak out events. These will be identified through the public engagement plan and will consider geographic spread and sizes of audiences. These events will be in-person during task 1.8, unless a virtual meeting is requested by a specific targeted group. Task 1.9 Online Community Surveys and Interactive Mapping (2) The Mend team will work with the Advisory Group and the City Staff to develop two (2) community surveys to be distributed electronically, one for Downtown as a whole and one specific to Quakertown Park. These community surveys and interactive mapping will be built by the Mend team using the Social Pinpoint tool, and the content will be developed with support from the City Staff and Advisory Group. The Mend team will collaborate with the City Staff on a strategy to advertise the surveys, and will create attractive, concise and user-friendly materials to advertise the surveys, as well as for pop-ups and other events (for example, lawn signs, mailers, coaster, posters or other materials), according to the public engagement plan. Each survey will inform the needs assessment and the preliminary recommendations, one for Downtown as a whole and one for Quakertown Park. The Mend Team will also develop in person survey materials that “mirror” the online survey and maps that can be utilized by City Staff to conduct additional in person surveys. Task 1.10 Case for Action The information obtained in the “Understand” phase will be analyzed and compiled into a Case for Action to be presented to the City Staff and released to the community. The results of the Case for Action will take the form of story maps and recorded videos (script to be provided to City Staff for review in advance) and will include maps, analysis graphics, charts, and other graphics-intensive elements and will include a written summary. Expectations and Responsibilities for City Staff Unless noted in the scope of work, the Mend Team is responsible for the fulfillment of each task. While roles will be further clarified through the Project Management Plan and the Public Engagement Plan, City Staff will be expected to: ● Provide for meeting logistics, including locations and food ● Utilize their communications channels ● Provide local knowledge and insight into stakeholders, outreach and the local community ● Participate in distributing posters, signs and other promotional materials ● Review and comment upon deliverables in an agreed upon format and timeframe ● Compiling and providing access to existing planning documents and data ● Provide additional outreach information gathered through staff lead public engagement ● The Mend team will design surveys and pop ups in ways that City Staff will be able to expand upon the engagement conducted by the Mend team if desired Phase 1 Deliverables ● Summary of Analyses performed in Phase 1 DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 6 ● Engagement Materials that includes multiple print and online materials for the Advisory Group Meeting and two (2) Pop-Ups and Speak Out events ● Engagement Summary (a graphic document to be distributed externally) of the Advisory Group Meeting and Pop-Ups and Speak Outs performed in Phase 1 ● Online Community Surveys and Interactive Mapping that includes the use of Social Pinpoint ● Case for Action (a PDF slide deck or an online GIS story map, accompanied by a video presentation of the materials for an external audience; video script provided to City Staff for review and approval; maps, analysis graphics, charts, and other graphics-intensive elements; and a written summary) Phase 2: Envision Timeline: Months 4-6 In this phase, the Mend team will study, refine, and develop draft strategies using a conceptual planning format based on the “three p’s”: Projects, Programs, and Policies. Projects are physical and usually require greater amounts of time and funding. Programs can be relatively easy to implement, but require staffing capacity to maintain. Policies, such as regulatory changes, often have almost no cost but can be politically challenging. A mix of strategies that will work together to achieve the project’s goals, with each recommendation catalyzing others will be prepared by the Mend team and provided to City Staff. The recommended strategies identified will cite findings from the Case for Action in support of those strategies and the project’s goals, providing a clear understanding of how they came about. If implemented, these strategies— projects, programs and policies—will support quality of life improvements and catalyze support of ongoing investment in Denton’s Downtown. Task 2.1 Finalize Vision and Community Priorities Summary Based on the results of the Understand phase, the Mend team will prepare a Community Priorities Summary document that contains digestible results of all engagement efforts thus far. The summary’s structure will be organized into key themes that set a foundation for the Plan vision and guiding principles. Task 2.2 Draft Development and Land Use Strategies Based on the analysis and Case for Action developed in Tasks 1.1 through 1.10, the Mend team will develop strategies for development and land use. This will include the development of a composite analysis to identify opportunity/catalyst sites within Downtown and will include, but not be limited to: ● total appraisal value ● ownership ● historic resources ● utility easements/runs on each block of properties DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 7 Based on this analysis, the Mend team will then prepare a 10-year programming analysis for residential, retail, and employment uses with specific building areas by type identified to further validate proposed strategies related to development and land use. Task 2.3 Draft Mobility Strategies Based on the analysis and the Case for Action developed in Tasks 1.1 through 1.10, and in cooperation with the City’s Downtown Parking Study consultant, the Mend team will develop strategies for mobility to and through Downtown, with a focus on multimodal opportunities and improvements and policy changes that will support the developed vision and economic opportunities within Downtown. Task 2.4 Draft Open Space and Public Realm Strategies Based on the analysis and the Case for Action developed in Tasks 1.1 through 1.10, the Mend team will develop strategies for catalyst parks, open space, performance venues, and public realm improvements. This will include a full conceptual plan for Quakertown Park and a possible outdoor performance venue where applicable. Task 2.5 Advisory Group Meeting (1) During the week of the in-person Community Visioning Workshops, we propose to facilitate a separate meeting with the Advisory Group. We will present the Case for Action and Strategies in greater detail, and facilitate break-out group discussions based on areas of interest. Attendees will have the opportunity to identify any gaps in challenges and opportunities presented. Task 2.6 Community Visioning Workshops (2) The Mend team will design fun and interactive in-person Community Visioning Workshops where residents, property owners, business owners, workers, and visitors can learn more about the planning process and articulate their vision and preferences for the future of Downtown. We propose to run two (2) separate events on subsequent nights, one focused on Quakertown Park and the other on the full Downtown, although we will disseminate information about both elements at both meetings. These workshops will provide for public input on decisions to be made or direction to the Mend and City Staff team regarding the proposed strategies. Hands-on activities may include a presentation of key Case for Action findings, mapping exercises, facilitated round-table discussions, and a team-led walking tour of Downtown and Quakertown Park before or after the event. We will use simple, tactile materials that encourage people of all backgrounds and ages to participate and express their priorities. To maximize participation, the community meeting may be held in conjunction with popular event(s). Task 2.7 Focus Groups (2) The Mend team will work with the City Staff to identify focus groups that represent key stakeholders, hard-to-reach populations, and/or other focused groups to meet with in two (2) scheduled meetings DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 8 (approximately 1 hour each) to be hosted in-person during the days of the public workshops or virtually at other times depending on the audience preference in order to receive specific and actionable feedback on proposed strategies that impact them. These focus groups will be identified based on the initial results of the study to date, but may include residents, business owners, members of the development community, implementation partners (such as TXDOT or NCTCOG) and descendants of Quakertown residents. Task 2.8 Pop-Ups and Speak Outs (2) The Mend team will work with the City Staff to identify two (2) opportunities for pop-up (on site engagement at parks or other existing events, such as farmers markets or other community events) engagement or speak out events (formal presentations to existing organizations) to further the development of the Downtown Plan and Quakertown Park Concept Plan. The Mend team will host a total of two (2) pop-up engagements and speak out events (approximately 90 minutes each). These will be identified through the public engagement plan, but will consider geographic spread and sizes of audiences. The Mend team will provide pop up materials that the City Staff may utilize if they elect to staff additional pop-ups or speak outs. Task 2.9 Joint Workshop #1 The Mend team will facilitate a Joint Workshop with the Parks Board, Economic Development Partnership Board, Planning and Zoning Commission and City Council to present and receive input on the Final Draft Strategies Document, including preparing the PowerPoint presentation slides for the meeting discussion. Results received from this Joint Workshop will be used to refine the recommended strategies. This meeting will be scheduled to coincide with Tasks 2.5 through 2.8. Task 2.10 Final Draft Strategies Utilizing the results of the public engagement, the Mend team will revise and incorporate the topical strategies into a Final Draft Strategy Document. This Final Draft Strategy Document will be provided to the City Staff for review and comment prior to release to the community. The Mend team will record a supporting video summary (script to be provided to City Staff for review and approval) of the Strategies to accompany the Final Draft Strategy Document. Expectations and Responsibilities for City Staff Unless noted in the scope of work, the Mend Team is responsible for the fulfillment of each task. While roles will be further clarified through the Project Management Plan and the Public Engagement Plan, City Staff will be expected to: ● Provide for meeting logistics, including locations and food ● Utilize their communications channels ● Provide local knowledge and insight into stakeholders, outreach and the local community ● Participate in distributing posters, signs and other promotional materials ● Review and comment upon deliverables in an agreed upon format and timeframe DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 9 ● Compiling and providing access to existing planning documents and data ● Provide additional outreach information gathered through staff lead public engagement ● The Mend team will design surveys and pop ups in ways that City Staff will be able to expand upon the engagement conducted by the Mend team if desired Phase 2 Deliverables ● Community Priorities Summary that includes the Project Vision and Guiding Principles (a graphic document to be distributed externally, PDF format) ● Engagement Materials that includes multiple print and online materials for the Advisory Group Meeting, two (2) Community Workshops for Downtown and Quakertown Park, two (2) Focus Group Meetings, and two (2) Pop-Ups and Speak Out events ● Engagement Summary (a graphic document to be distributed externally) of the Advisory Group Meeting, Community Visioning Workshops for Downtown and Quakertown Park, Focus Group Meetings, Pop-Ups and Speak Outs, and Joint Workshop #1 conducted in Phase 2 ● Final Draft Strategies (a graphic document to be distributed externally in PDF format, with accompanying video summaries). The Final Draft Strategies will incorporate the following: ○ Draft Development and Land Use Strategies ○ Draft Mobility Strategies ○ Draft Open Space and Public Realm Strategies ● 10-year Programming Analysis for residential, retail and employment uses ● A Full Conceptual Plan for Quakertown Park (drawing, PDF format) Phase 3: Act Timeline: Months 7-9 Task 3.1 Action Items Once consensus on the strategies developed in the Envision Phase have been achieved, the Act Phase focuses on developing the recommendations to a level of detail necessary for next steps in a path toward implementation. This phase includes the refinement of action items, development of inspiring illustrations, and diving into details that will be helpful for plan adoption. We will develop action items for all of the strategies proposed, including policy and programmatic recommendations. As recommended actions are developed, the department or agency with responsibility for implementation will be identified. Task 3.2 Conceptual Design Development and Costs The Mend team will identify no more than four (4) catalyst projects that will be developed in greater detail. This task also develops the implementation timeline and priorities, as well as a range of costs, potential funding opportunities, and funding related requirements for the four (4) catalyst projects DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 10 (concept designs and high-level cost estimating, and gap analysis will be developed for this phase of the project). Task 3.3 Quakertown Park Concept Plan The Mend team will finalize the Quakertown Park Concept Plan and develop an implementation timeline and priorities, as well as a range of costs, potential funding opportunities, and funding related requirements (concept designs and high-level cost estimating, and gap analysis will be developed for this phase of the project). Task 3.4 Funding and Revenue Strategies The Mend team, in collaboration with the City Staff, will assess the city’s economic development tools and funding levels and make recommendations for funding opportunities and strategies to forward the plan’s recommendations. Task 3.5 Renderings and Graphic Illustrations The Mend team will develop five (5) Renderings or other graphic illustrations for the proposed four (4) catalyst projects and Quakertown Park. Task 3.6 Implementation Workshop (1) The Mend team will hold a public Implementation Workshop. Whereas the first Community Visioning Workshops were dedicated to “what” the Vision for Downtown plan should accomplish, this workshop will concentrate on prioritizing concepts, and “how” to advance them. The Implementation Workshop will involve engaging stakeholders in prioritizing the plan’s strategies, and validating implementation tools, which may include local capital and operating funding sources, public/ private partnerships, and local policy and regulatory changes. Task 3.7 Advisory Group (1) Similar to the “Envision” phase, the Mend team will hold a separate meeting with the Advisory Group. This meeting will focus on relaying the results of Tasks 3.1-3.6 and to gain support for final plan adoption. Task 3.8 Joint Workshop #2 The Mend team will facilitate a Joint Workshop with the Parks Board, Economic Development Partnership Board, Planning and Zoning Commission and City Council to present and receive input on the Downtown Plan. The purpose of this Joint Workshop will be to present the proposed Downtown Plan and identify/discuss any key issues in need of direction and refinement prior to initiating the public hearing and adoption phase of the proposed Downtown Plan. The Mend Team will prepare the DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 11 PowerPoint presentation slides for the meeting discussion. This meeting will be scheduled to coincide with Tasks 3.6 and 3.7. Task 3.9 Implementation Partner Meetings (2) The Mend team will hold up to two (2) meetings (approximately 1-hour each) with key implementation partners identified through the process (in-person if scheduled in coordination with Task 3.6, virtual if that scheduling is impossible). This could include organizations such as TXDOT, development partners or other stakeholders identified through the process. The purpose of the meetings will be to establish implementation partnerships. Task 3. 10 Final Downtown Plan The Mend team will develop the final Downtown Plan. The final Plan will be in a reader-friendly document with sufficient text for communicating the Plan’s goals, strategies and related implementation actions with an emphasis on maps, charts, photos, graphics and tables to convey information rather than using lengthy text. Depending on the preference of the City Staff, a final concept plan for Quakertown Park will either be included as a portion of the Downtown Plan, as a stand-alone document or both. The document will be reviewed by staff prior to its release to the public. This final document will be the final document delivered to the Planning and Zoning Commission and City Council for approval and adoption. Expectations and Responsibilities for City Staff Unless noted in the scope of work, the Mend Team is responsible for the fulfillment of each task. While roles will be further clarified through the Project Management Plan and the Public Engagement Plan, City Staff will be expected to: ● Provide for meeting logistics, including locations and food ● Utilize their communications channels ● Provide local knowledge and insight into stakeholders, outreach and the local community ● Participate in distributing posters, signs and other promotional materials ● Review and comment upon deliverables in an agreed upon format and timeframe ● Compiling and providing access to existing planning documents and data ● Provide additional outreach information gathered through staff lead public engagement Phase 3 Deliverables ● Conceptual Design Development and Costs for four (4) catalyst projects that will later be incorporated into the Final Downtown Plan ● Quakertown Park Concept Plan to stand alone as an external document and incorporated into the Final Downtown Plan (drawing, PDF format) ● Five (5) Renderings or Graphic Illustrations (PDFs, JPG, and Source Files) for the four (4) catalyst projects and Quakertown Park ● Engagement Materials that includes multiple print and online materials for the Implementation Workshop, Advisory Group Meeting, and two (2) Implementation Partners Meetings DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 12 ● Engagement Summary (a graphic document to be distributed externally) of the Implementation Workshop, Advisory Group Meeting, Implementation Partner Meetings, and Joint Workshop #2 conducted in Phase 3 ● Final Downtown Plan (PDF Document) Phase 4: Adopt Timeline: Months 10-12 Task 4.1 Adoption Support The Mend team also understands that after the completion of the Downtown Plan, the plan must be approved or adopted by the relevant bodies. In this final phase, the Mend team will present to and assist with discussions at the Parks Board, Economic Development Partnership Board, Planning and Zoning Commission and City Council meetings with City Staff providing a supportive role where needed. The Mend team will prepare PowerPoint presentation slides for these meetings. The Mend team will also make necessary minor revisions to the plan documents following each of the four (4) meetings (if needed). The Mend team and City Staff will collaborate to mutually determine if the requested revisions are deemed minor or substantial/significant revisions are needed thereby affecting the project contract. Task 4.2 Project Tracker Spreadsheet The Mend team will develop a final Project Tracker Spreadsheet for the use of staff in tracking the results of the Plan’s action items and subsequent implementation results to assist in the reporting of successes to the community. Expectations and Responsibilities for City Staff In Phase 4, City Staff will be responsible for the project schedule and will take the primary responsibility for scheduling board, commission and council meetings. Phase 4 Deliverables ● Presentation Materials and Attendance at the following meetings: ○ Parks Board ○ Economic Development Partnership Board ○ P&Z Work Session and Public Hearing meeting ○ City Council Work Session and Public Hearing meeting ● Project Tracker (Excel Format) ● Final Adopted Downtown Plan (print-ready and web-ready PDF format. The Mend team will also prepare a “print-on-demand” version of the Plan that City Staff can print. No print copies will be provided by the Mend team.) DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A Project Management Plan Downtown Denton Plan April 21,2023 Contact Information Consultant Project Team Name Organization Role Phone Email Zakcq Lockrem Mend Collaborative Project Manager 612.702.2453 zakcq@mendcollaborative. com Michelle Bright Mend Collaborative Principal-in- Charge, QA/QC Lead 512.567.9960 michelle@mendcollaborat ive.com Sandy Meulners-Comst ock Mend Collaborative Open Space Lead 763.218.6999 sandy@mendcollaborative .com Jackson Archer Nelson\ Nygaard Mobility Lead 512.640.8521 JArcher@nelsonnygaard.c om Paris Rutherford Catalyst Urban Development Developmen t Lead 214.796.6063 paris@catalysturban.com Ellis Mumford-Russel l Post Oak Preseration Historic Resources Lead 832.919.6433 ellis@postoakpreservation. com Bill Fulton William Fulton Group Economic Tool Strategy Lead 805.701.6978 bill@williamfultongroup.co m City of Denton,Client Name Organization Role Phone Email Tina Firgens City of Denton Planning Director/Review er (940)349-8507 Tina.Firgens@ci tyofdenton.com Ron Menguita City of Denton Project Manager (940)349-8328 Ron.Menguita@ cityofdenton.co m 1 Exhibit C DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A Sean Jacobson City of Denton Deputy Project Manager (940)349-8584 Sean.Jacobson @cityofdenton.c om Gary Packan City of Denton Parks Director/Review er (940)349-7460 Gary.Packan@ci tyofdenton.com Wayne Emerson City of Denton Economic Development Director/Review er (940)349-7531 Wayne.Emerson @cityofdenton.c om Key Stakeholders Name Organization Role Phone Email TBD TBD TBD TBD TBD Scope of Work The Final Scope of Work will be attached upon the signing of the contract. Schedule The Final Schedule will be attached upon the signing of the contract. Communications Standards Recurring Meetings Project Management Team (PMT)meetings will occur biweekly at ______.Project Manager and Assistant Project Manager for the City and Project Manager and PIC from the Mend team will attend. Client Team meetings will occur monthly at ____________.Planning Director,Parks Director,Economic Development Director,Project Manager and Assistant Project Manager for the City and Project Manager and PIC from the Mend team will attend. Internal team meetings will occur _____________at _____________.__________will attend. 2 DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A Agendas will be sent one day prior to the meeting.Notes and action items will be sent no more than one day after the meeting. Client Communications The project manager will initiate all communication with the client,unless a staff member or subconsultant is designated by the project manager.Communications with the client should always copy the project manager and PIC. Public Communications The project team will have no public communications regarding the project unless designated by the client to undertake those activities. Mend Collaborative,or its subconsultants,may reshare client communications on their own social media channels or mailing lists.Any original posts or stories regarding the project will be reviewed by the client prior to distribution. Dress Mend Collaborative believes that professional dress often serves to draw an unnecessary line between community members and those working with them.As such,we typically wear clothing that fits community standards,unless requested otherwise by the client.For this project,our dress standards will be: For public engagement,site visits,and tabling:_______________ For more formal meetings,such as steering committee meetings,meetings with project partners or other jurisdictions:_____________ For board,commission or council presentations:______________ Quality Control Review All public facing deliverables will be reviewed for quality by the project manager and the principal-in-charge prior to distribution to the client.Specific technical deliverables may be reviewed by other team members with specific expertise prior to distribution to the client. 3 DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A Client Role The client will commit to a 5 business day review for minor deliverables (such as engagement materials,workshop presentations,etc.). The client will commit to a 10 business day review for major deliverables (such as draft or final reports). Delays in client review will impact the project timeline. The client will ensure deliverables are reviewed by all necessary parties,and will commit to consolidating comments and resolving contradictory comments prior to returning the comments to the project team.If multiple rounds of comments are foreseen (for example,client staff review prior to client leadership review), expectations should be set by the client so that time can be built into the project timeline.The comments will be either returned using tracked changes in a document or spreadsheet,or using the comment functions of Adobe Reader on a single PDF. The project team will address all comments within 5 business days for a minor deliverable or 10 business days for a major deliverable. The project team will provide a spreadsheet with all comments and actions taken to the client along with the updated deliverable. Deliverable Dates The project team will provide deliverables for review 10 business days prior to the date the deliverable will be utilized for minor deliverables and 20 business days for major deliverables. The subconsultants will provide their deliverables to the project manager _______ business days before they are due to the client. Branding Brand Standards -to be established. 4 DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A Cost ProposalHourly Rates Lead SupportHours Fee Hours Fee Hours Fee Hours Fee Hours Fee Hours Fee Hours Fee Hours Fee Hours Fee Hours Fee Hours Fee Hours Fee Hours Fee Hours Fee Hours FeeTask 0.1 Project Management Plan MC 2 $470 $0 0 $0 0 $0 2 $470 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 2 $470Task 0.2 Project Kickoff Meeting and Site Visit MC All 22 $5,170 16 $3,760 0 $0 22 $2,420 60 $11,350 16 $2,800.00 $0.00 16 $2,800.00 12 $3,000.00$0.00 12 $3,000.00 12 $2,400.00 $0.00 12 $2,400.00 12 $2,700.00 12 $2,700.00 112 $22,250Task 0.3 Biweekly Project Management Calls MC As Needed 22 $5,170 8 $1,880 4 $940 22 $2,420 56 $10,410 4 $700.00 $0.00 4 $700.00 4 $1,000.00 $0.004 $1,000.00 4 $800.00 $0.00 4 $800.00 2 $450.00 2 $450.00 70 $13,360Task 0.4 Monthly Project Team Calls MC All 9 $2,115 9 $2,115 6 $1,410 9 $990 33 $6,630 9 $1,575.00 0 $0.00 9 $1,575.00 9 $2,250.00 $0.00 9 $2,250.00 9$1,800.00 $0.00 9 $1,800.00 9 $2,025.00 9 $2,025.00 69 $14,280Task 0.5 Data Request MC All 2 $470 2 $470 2 $470 0 $0 6 $1,410 2 $350.00 $0.00 2 $350.00 2 $500.00 $0.00 2 $500.00 2 $400.00 $0.00 2 $400.00 1 $225.00 1 $225.00 13 $2,885Task 0.6 Public Engagement Plan MC NN, WF 4 $940 4 $940 $0 4 $440 12 $2,320 1 $175.00 $0.00 1 $175.00 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 0 $0.00 0 $0.00 13 $2,495Task 0.7 Project Branding MC 4 $940 2 $470 $0 8 $880 14 $2,290 $0.00 $0.00 0$0.00 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 14 $2,29065 $15,275 41 $9,635 12 $2,820 65 $7,150 183 $34,880 32 $5,600.00 0 $0.00 32 $5,600.00 27 $6,750.00 0 $0.00 27 $6,750.00 27 $5,400.00 0 $0.00 27 $5,400.00 24 $5,400.00 24 $5,400.00 293 $58,030Task 1.1 Existing and Ongoing Plan, Data, and Recommendation Review MC All 2 $470 2 $470 2 $470 4 $440 10 $1,850 2 $350.00 4 $480.00 6 $830.00 2 $500.00 2 $240.00 4 $740.00 8 $1,600.00 $0.00 8 $1,600.00 4 $900.00 4 $900.0032 $5,920Task 1.2 Demographic, Regulatory and Trend Analysis MC All 4 $940 2 $470 $0 8 $880 14 $2,290 $0.00 $0.00 0 $0.00 2 $500.00 8 $960.00 10 $1,460.00 $0.00 $0.00 0 $0.00 2 $450.00 2 $450.00 26 $4,200Task 1.3 Land use and Market Analysis MC WF, CG, PO 4 $940 2 $470 $0 8 $880 14 $2,290 $0.00 $0.00 0 $0.00 4 $1,000.00 8 $960.00 12 $1,960.00 4 $800.00 $0.00 4 $800.00 2 $450.00 2 $450.00 32 $5,500Task 1.4 Mobility Analysis NN MC 2 $470 2 $470 $0 $0 4 $940 8 $1,400.00 20 $2,400.00 28 $3,800.00 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 32$4,740Task 1.5 Open Space and Public Realm Analysis MC CG, PO, NN 4 $940 4$940 4 $940 8 $880 20 $3,700 4 $700.00 4 $480.00 8 $1,180.00 2 $500.00 $0.00 2 $500.00 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 30 $5,380Task 1.6 Historic Resource Analysis PO 1 $235 $0 $0 $0 1 $235 $0.00 $0.000 $0.00 $0.00 $0.00 0 $0.00 8 $1,600.00 12 $1,260.00 20 $2,860.00 $0.00 0 $0.00 21 $3,095Task 1.7 Advisory Group Meeting (1) MC 2 $470 2 $470 $0 $0 4 $940 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 4 $940Task 1.8 Pop-Ups and Speak Outs (2) MC As Needed 3 $705 3 $705 $0 0 $0 6 $1,410 2 $350.00 $0.00 2 $350.00 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.000 $0.00 8 $1,760Task 1.9 Online Community Surveys and Interactive Mapping (2) MC2 $470 1 $235 1 $235 8 $880 12 $1,820 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 0 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 12 $1,820Task 1.10 Case for Action MC All 4 $940 2 $470 6 $1,410 12 $1,320 24 $4,1404 $700.00 20 $2,400.00 24 $3,100.00 4 $1,000.00 16 $1,920.00 20 $2,920.00 2$400.00 12 $1,260.00 14 $1,660.00 4 $900.00 4 $900.00 86 $12,72028 $6,580 20 $4,700 13 $3,055 48 $5,280 109 $19,615 20 $3,500.00 48 $5,760.00 68 $9,260.00 14 $3,500.00 34 $4,080.00 48 $7,580.00 22 $4,400.00 24 $2,520.00 46 $6,920.00 12 $2,700.00 12 $2,700.00 283 $46,075Task 2.1 Finalize Vision and Community Priorities Summary MC AL 2 $470 2 $470 $0 8 $880 12 $1,820 2 $350.00 $0.00 2 $350.00 2 $500.00 0 $0.00 2 $500.00 4 $800.00 $0.00 4 $800.00 2 $450.00 2 $450.00 22 $3,920Task 2.2 Draft Development and Land Use Strategies MC WF, CG, PO 2$470 2 $470 $0 12 $1,320 16 $2,260 $0.00 $0.00 0 $0.00 4 $1,000.00 12 $1,440.00 16 $2,440.00 4 $800.00 8 $840.00 12 $1,640.00 2 $450.00 2 $450.00 46 $6,790Task 2.3 Draft Mobility Strategies NN MC 2 $470 $0 $0 4 $440 6 $910 4 $700.00 20 $2,400.00 24 $3,100.00 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 30 $4,010Task 2.4 Draft Open Space and Public Realm Strategies MC PO, NN 2 $470 4 $940 6 $1,410 12 $1,320 24 $4,140 2 $350.00 $0.00 2 $350.00 $0.00 $0.00 0$0.00 4 $800.00 8 $840.00 12 $1,640.00 $0.00 0 $0.00 38 $6,130Task 2.5 Advisory Group Meeting (1) MC As Needed 2 $470 0 $0 $0 2 $220 4 $690 2 $350.00 $0.00 2 $350.00 2 $500.00 $0.00 2 $500.00 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 8 $1,540Task 2.6 Community Visioning Workshops (2) MC NN, CG 6 $1,410 4 $9406 $1,410 8 $880 24 $4,640 6 $1,050.00 $0.00 6 $1,050.00 4 $1,000.00 $0.00 4 $1,000.00 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 34 $6,690Task 2.7 Focus Groups (2) MC As Needed 3 $705 $0 3 $705 $0 6 $1,410 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 0 $0.00 $0.00 0 $0.00 6 $1,410Task 2.8 Pop-Ups and Speak Outs (2) MC As Needed 3 $705 $0 3 $705 3 $3309 $1,740 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 9 $1,740Task 2.9 Joint Workshop #1 MC All 2 $470 2 $470 0 $0 2 $220 6 $1,160 2 $350.00 0 $0.00 2 $350.00 2 $500.00 0 $0.00 2 $500.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 10 $2,010Task 2.10 Final Draft Strategies MC All 4 $940 4 $940 8 $1,880 12 $1,320 28 $5,080 4 $700.00 20 $2,400.00 24 $3,100.00 4 $1,000.00 20 $2,400.00 24 $3,400.00 2 $400.00 10 $1,050.00 12 $1,450.00 4 $900.00 4 $900.00 92 $13,93028 $6,580 18 $4,230 26 $6,110 63 $6,930 135 $23,850 22 $3,850.00 40 $4,800.00 62 $8,650.00 18 $4,500.00 32 $3,840.00 50 $8,340.00 14 $2,800.00 26 $2,730.00 40 $5,530.00 8 $1,800.00 8 $1,800.00 295 $48,170Task 3.1 Action Items MC ALL 4 $940 2 $470 1 $235 10 $1,100 17 $2,745 4 $700.00 20 $2,400.00 24 $3,100.00 $0.00 $0.00 0 $0.00 4 $800.00 $0.00 4 $800.00 4 $900.00 4 $900.00 49 $7,545Task 3.2 Conceptual Design Development and Costs MC CG, NN 4 $940 $02 $470 8 $880 14 $2,290 3 $525.00 $0.00 3 $525.00 10 $2,500.00 26 $3,120.00 36$5,620.00 1 $200.00 $0.00 1 $200.00 $0.00 0 $0.00 54 $8,635Task 3.3 Quakertown Park Concept Plan MC CG, NN 1 $235 $0 2 $470 4 $440 7$1,145 1 $175.00 0 $0.00 1 $175.00 2 $500.00 4 $480.00 6 $980.00 1 $200.00 $0.00 1 $200.00 0 $0.00 0 $0.00 15 $2,500Task 3.4 Funding and Revenue Strategies WF, CGNN, MC 2 $470 $0 $0 $0 2 $470 4 $700.00 12 $1,440.00 16 $2,140.00 14 $3,500.0018 $2,160.00 32 $5,660.00 $0.00 $0.00 0 $0.00 20 $4,500.00 20 $4,500.00 70 $12,770Task 3.5 Renderings and Graphic Illustrations MC NN, CG 2 $470 1 $2352 $470 16 $1,760 21 $2,935 4 $700.00 8 $960.00 12 $1,660.00 2 $500.00 $0.00 2 $500.00 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 35 $5,095Task 3.6 Implementation Workshop (1) MC NN, CG, BF 6 $1,410 $0 $0 $0 6 $1,410 6 $1,050.00 $0.00 6 $1,050.00 6 $1,500.00 $0.00 6 $1,500.00 $0.00 $0.00 0 $0.00 6 $1,350.00 6 $1,350.00 24 $5,310Task 3.7 Advisory Group (1) MC As Needed 2 $470 0 $0 $0 $0 2 $470 2 $350.00$0.00 2 $350.00 2 $500.00 $0.00 2 $500.00 $0.00 $0.00 0 $0.00 1 $225.00 1 $225.00 7 $1,545Task 3.8 Joint Workshop #2 MC All 2 $470 2 $470 0 $0 2 $220 6 $1,160 2 $350.00 0 $0.00 2 $350.00 2 $500.00 0 $0.00 2 $500.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 10 $2,010Task 3.9 Implementation Partner Meetings (4) MC As Needed 2 $470 0 $0$0 $0 2 $470 0 $0.00 $0.00 0 $0.00 2 $500.00 $0.00 2 $500.00 $0.00 $0.00 0 $0.002 $450.00 2 $450.00 6 $1,420Task 3.10 Final Downtown Plan MC All 4 $940 2 $470 4 $940 12 $1,320 22 $3,670 4 $700.00 20 $2,400.00 24 $3,100.00 4 $1,000.00 20 $2,400.00 24 $3,400.00 2 $400.00 8 $840.00 10 $1,240.00 4 $900.00 4 $900.00 84 $12,31029 $6,815 7 $1,645 11 $2,585 52 $5,720 99 $16,765 30 $5,250.00 60 $7,200.00 90 $12,450.00 44 $11,000.00 68 $8,160.00 112 $19,160.00 8 $1,600.00 8 $840.00 16 $2,440.00 37 $8,325.00 37 $8,325.00 354 $59,140Task 4.1 Adoption Support MC 36 $8,460 0 $0 0 $0 $0 36 $8,460 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 36 $8,460Task 4.2 Project Tracker Spreadsheet MC 2 $470 1 $235 $0 8 $880 11 $705 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 11 $70538 $8,930 1 $235 0 $0 8 $880 47 $9,165 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 47 $9,165188 $44,180 87 $20,445 62 $14,570 236 $25,960 573 $104,275 104 $18,200.00 148 $17,760.00 252 $35,960.00 103 $25,750.00 134 $16,080.00 237 $41,830.00 71 $14,200.00 58 $6,090.00 129 $20,290.00 81 $18,225.00 81 $18,225.00 1272 $220,580Labor Subtotal$220,580Supplies and MaterialsRateSocial Pinpoint$1,800.00 $1,800.00Marketing and Engagement Materials$3,500.00 $3,500.00sub-total$5,300.00Other Direct CostsRateArtist Stipend$4,000.00 $4,000.00sub-total$4,000.00Travel ExpensesTrip 1 Trip 2 Trip 3 Trip 4 Phase 4 Tripsairfare$550.00 $550.00 $275.00 $275.00 $1,100.00 $2,750.00lodging$1,500.00 $1,200.00 $1,200.00 $250.00 $500.00 $4,650.00Milage or Rental$560.00 $560.00 $560.00 $120.00 $210.00 $2,010.00per diem$750.00 $500.00 $500.00 $100.00 $200.00 $2,050.00sub-total$11,460.00Grand Total$241,340TaskPhase 0 Organize$235 $110Phase 0 Organize TotalPhase 1 UnderstandPhase 1 Understand TotalPhase 2 EnvisionPhase 4 AdoptPhase 4 Adopt TotalSubtotalPhase 3 Act TotalFirm NameMend CollaborativeNelson NygaardCatalyst GroupPost Oak Preseravation William Fulton Group TotalsKey PersonnelZakcq Lockrem, AICP, PartnerMichelle Bright, SITES AP, PartSandy Meulners, PLA, Partner Junior StaffFirm Totals$175.00 $120.00Jackson Archer Sam ErginaFirm TotalsParis Rutherford, Principal$250.00 $120.00Firm TotalsHours Fee$105.00William Fulton$225.00PlannerFirm TotalsEllis Mumford-Russell$200.00$235 $235AssociateFirm TotalsPhase 2 Envision TotalPhase 3 ActExhibit DDocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 3 17 31 14 28 11 25 9 23 6 20 4 18 1 15 29 12 26 11 25 8 22 6 20 3 17 Task 0.1 Project Management Plan Task 0.2 Project Kickoff Meeting and Site Visit * Task 0.3 Biweekly Project Management Calls Task 0.4 Monthly Project Team Calls Task 0.5 Data Request Task 0.6 Public Engagement Plan Task 0.7 Project Branding Task 1.1 Existing and Ongoing Plan, Data, and Recommendation Review Task 1.2 Demographic, Regulatory and Trend Analysis Task 1.3 Land use and Market Analysis Task 1.4 Mobility Analysis Task 1.5 Open Space and Public Realm Analysis Task 1.6 Historic Resource Analysis Task 1.7 Advisory Group Meeting (1)* Task 1.8 Pop-Ups and Speak Outs (2) Task 1.9 Online Community Surveys and Interactive Mapping (2) Task 1.10 Case for Action Task 2.1 Finalize Vision and Community Priorities Summary Task 2.2 Draft Development and Land Use Strategies Task 2.3 Draft Mobility Strategies Task 2.4 Draft Open Space and Public Realm Strategies Task 2.5 Advisory Group Meeting (1) Task 2.6 Community Visioning Workshops (2)* Task 2.7 Focus Groups (2) Task 2.8 Pop-Ups and Speak Outs (2) Task 2.9 Joint Workshop #1 Task 2.10 Final Draft Strategies Task 3.1 Action Items Task 3.2 Conceptual Design Development and Costs Task 3.3 Quakertown Park Concept Plan Task 3.4 Funding and Revenue Strategies Task 3.5 Renderings and Graphic Illustrations Task 3.6 Implementation Workshop (1)* Task 3.7 Advisory Group (1) Task 3.8 Joint Workshop #2 Task 3.9 Implementation Partner Meetings (2) Task 3.10 Final Downtown Plan Task 4.1 Adoption Support Task 4.2 Project Tracker Spreadsheet April May Phase 4 Adopt July AugustSeptember October NovemberDecember June Phase 0 Organize Phase 1 Understand Phase 2 Envision Phase 3 Act January February March DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 15 of 18 Exhibit E Consultant’s Insurance Requirements Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder 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 bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid 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 bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the 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- VII or better.  Any self-insured exposure shall be deemed to be an insured risk under the Contract. The beneficiaries of such insurance shall be afforded no less insurance protection than if such self-insured portion was fully insured by an insurance company of the quality and caliber required hereunder (including, without limitation, the protection of a legal DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 16 of 18 defense, by attorneys reasonably acceptable to beneficiaries, and the payment of claims within the same time period that a third party insurance carrier of the quality and caliber otherwise required hereunder would have paid such claims.  Liability policies shall be endorsed to provide the following:  Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. (except for professional liability).  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.  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 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 marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 17 of 18 [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:  Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage.  Coverage B shall include personal injury.  Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least:  Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures.  Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for:  any auto, or  all owned, hired and non-owned autos. [X] Workers’ Compensation Insurance DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A City of Denton, Texas Contract 8147 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 18 of 18 Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2A 43Downtown Plan Update 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). 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 X I have no Conflict of Interest to disclose. 5 7/15/2020 Signature of vendor doing business with the governmental entity Date Mend Collaborative Inc 12-28-22 X DocuSign Envelope ID: B27D935C-00B1-436D-90D2-2BC685FA3D2AEXHIBIT F Certificate Of Completion Envelope Id: B27D935C00B1436D90D22BC685FA3D2A Status: Completed Subject: Please DocuSign: City Council Contract X8147 Downtown Master Plan Source Envelope: Document Pages: 38 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Ginny Brummett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 6/8/2023 9:54:26 AM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 6/8/2023 10:08:26 AM Viewed: 6/8/2023 10:08:36 AM Signed: 6/8/2023 10:08:45 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: 6/8/2023 10:08:48 AM Viewed: 6/8/2023 12:54:54 PM Signed: 6/8/2023 12:55:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 6/8/2023 12:55:52 PM Viewed: 6/8/2023 12:56:21 PM Signed: 6/8/2023 4:39:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zechariah Lockrem zakcq@mendcollaborative.com Partner Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 63.225.140.1 Sent: 6/8/2023 4:39:53 PM Viewed: 6/9/2023 9:09:14 AM Signed: 6/9/2023 9:10:34 AM Electronic Record and Signature Disclosure: Accepted: 6/9/2023 9:09:14 AM ID: ba121df6-6f48-4459-a45d-b5ab68cd8218 Signer Events Signature Timestamp Scott McDonald Scott.McDonald@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 75.18.40.142 Sent: 6/9/2023 9:10:38 AM Viewed: 6/9/2023 9:14:00 AM Signed: 6/9/2023 9:14:42 AM Electronic Record and Signature Disclosure: Accepted: 6/9/2023 9:14:00 AM ID: 2a7d9733-e826-43bd-a315-0a7155ce2591 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: 6/9/2023 9:14:50 AM Viewed: 6/28/2023 9:21:26 AM Signed: 6/28/2023 9:22:04 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Sent: 6/28/2023 9:22:08 AM Viewed: 6/28/2023 9:22:49 AM Signed: 6/28/2023 9:22:57 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/28/2023 9:23:01 AM Viewed: 6/28/2023 12:04:46 PM Signed: 6/28/2023 12:05:51 PM Electronic Record and Signature Disclosure: Accepted: 6/28/2023 12:04:46 PM ID: e206f4fc-078e-40d5-9bdf-14975795b4c1 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 6/8/2023 10:08:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 6/9/2023 9:14:47 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/28/2023 12:05:56 PM Viewed: 6/28/2023 1:53:18 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ron Menguita Ron.Menguita@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/28/2023 12:05:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Michelle Bright michelle@mendcollaborative.com Security Level: Email, Account Authentication (None) Sent: 6/28/2023 12:05:59 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 6/8/2023 10:08:26 AM Envelope Updated Security Checked 6/8/2023 10:15:39 AM Certified Delivered Security Checked 6/28/2023 12:04:46 PM Signing Complete Security Checked 6/28/2023 12:05:51 PM Completed Security Checked 6/28/2023 12:05:59 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Zechariah Lockrem, Scott McDonald, Jesus Salazar How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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