23-1200ORDINANCENO. 23-1200
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE APROFESSIONAL SERVICES AGREEMENT WITH BERRY, DUNN, MCNEIL & PARKER.LLC., DBA BERRYDUNN, THROUGH THE INTERLOCAL PURCFLASING SYSTEM(TIPS) COOPERATIVE PROGRAM CONTRACT #200601 FOR THE LANDMANAGEMENT NEEDS ASSESSMENT FOR THE TECHNOLOGY SERVICEDEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; ANDPROVIDING AN EFFECTIVE DATE (FILE 8273 – AWARDED TO BERRY, DUNN,MCNEIL & PARKER, LLC., DBA BERRYDUNN IN THE NOT-TO-EXCEED AMOUNT OF
$ 124,000.00).
WHEREAS, pursuant to Ordinance 2011-082, The Interlocal Purchasing System
Program has solicited, received, and tabulated competitive bids for the purchase of necessary
materials, equipment, supplies, or services in accordance with the procedures of state law and
city ordinances; and
WHEREAS, the City Manager, or a designated employee, has reviewed and
recommended that the herein described materials, equipment, supplies, or services can be
purchased by the City through The Interlocal Purchasing System Program at less cost than the
City would expend if bidding these items individually; and
WHEREAS, this procurement was undertaken as part of the City’s governmental
function; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be used for the purchase of the materials, equipment, supplies, or services approved and
accepted herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items shown in the “File Number” referenced herein and on file in
office of the Purchasing Agent, are hereby accepted and approved as being the lowest
responsible bids for such items:
FILENUMBER VENDOR AMOUNT
8273 Berry, Dunn, McNeil & Parker, LLC.,
dba BemyDunn
$ 1 24,000.00
SECTION 2. By the acceptance and approval of the items set forth in the referenced file
number, the City accepts the offer of the persons submitting the bids to The Interlocal Purchasing
System Program for such items and agrees to purchase the materials, equipment, supplies, or
services in accordance with the terms, conditions, specifications, standards, quantities, and forthe specified sums contained in the bid documents and related documents filed with The
Interlocal Purchasing System Program and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items setforth in the referenced file number wish to enter into a formal written agreement as a result of the
City’s ratification of bids awarded by The Interlocal Purchasing System Program, the City
Manager, or their designated representative, is hereby authorized to execute the written contract
which shall be attached hereto; provided that the written contract is in accordance with the terms,
conditions, specifications, and standards contained in the Proposal submitted to The Interlocal
Purchasing System Program, and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, hereby 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 5. By the acceptance and approval of the items set forth in the referenced file
number, the City Council hereby authorizes the expenditure of funds therefor in the amount and
in accordance with the approval purchase orders or pursuant to a written contract made pursuantthereto as authorized herein
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval
The motbn to appro.ve this ordinance was made by Br, ,_= Be,_K and
seconded by Eu I Hci it, r . This ordinance was passed and approved
by the following vote K - m :
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:JL
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Vicki Byrd, District 1:
Brian Beck, District 2:
Paul Meltzer, District 3 :
Joe Holland. District 4:
Brandon Chase McGee, At Large Place 5:
Chris Watts, At Large Place 6:
PASSED AND APPROVED thi, th, 37 +- d,, ,f 2023
mE fR -DN
ATTEST:
JESUS SALAZAR, INTERIM CITY SECRETARY b\\\\\ 1111111
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY:-\N,CVcn.\
Digitally signed by Marcella Lunn
DN: cn=Marcella Lunn, o, ou=City
on.com, c=USDate: 2023.06.12 10:50:51 -05'00'
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 6E599AB6-DDCD-43B5-A2BA-DB04CF5B073F
PSA
Land Management Assessment
8273
Not Applicable
Gabby Leeper
06/27/2023
N/A
23-1200
City of Denton, Texas Contract #8273
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 15
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 8273
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT (the “Agreement”) is made and entered into on
________________________, by and between the City of Denton, Texas, a Texas municipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called “OWNER” and Berry, Dunn, McNeil & Parker, LLC, dba
BerryDunn, with its corporate office at 2211 Congress Street, Portland, ME 04102, hereinafter
called “CONSULTANT,” acting herein, by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
CONSULTANT AS INDEPENDENT CONTRACTOR
The OWNER has selected CONSULTANT on the basis of demonstrated competence and
qualifications to perform the services herein described for a fair and reasonable price pursuant to
Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the
CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER
will not assert control over the day-to-day operations of the CONSULTANT. The
CONSULTANT is customarily engaged to provide services as described herein independently
and on a nonexclusive basis in the course of its business. This Agreement does not in any way
constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby
agrees to perform the services described herein based on the skills required for the scope of work
in connection with the Project as stated in the sections to follow, with diligence and in
accordance with the highest professional standards customarily obtained for such services in the
State of Texas. The professional services set out herein are in connection with the following
described project:
The Project shall include, without limitation, Land Management Assessment, as described in
Exhibit B, and incorporated herein (the “Project”).
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. The CONSULTANT shall perform all those services as necessary and as described in
The Interlocal Purchasing System (TIPS) Cooperative Program Contract #200601 -
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06/27/2023
City of Denton, Texas Contract #8273
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 15
Consulting and Other Related Services, which is on file at the purchasing office and
made a part hereof as Exhibit A as if written word for word herein.
B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is
attached hereto and made a part hereof as Exhibit B as if written word for word herein.
C. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit B, which shall be attached to this Agreement and made a part
hereof.
D. If there is any conflict between the terms of this Agreement and the exhibits attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached exhibits or task orders.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included in the above-described Basic Services, may be negotiated as
needed, per rates included in Exhibit B.
A. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
B. Preparing data and reports for assistance to OWNER in preparation for hearings before
regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or
by deposition, and preparations therefore before any regulatory agency, court, arbitration
panel or mediator.
C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration,
dispute review boards, or other legal and/or administrative proceedings in the defense or
prosecution of claims disputes with Contractor(s).
D. Assisting OWNER in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any, shall
be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside
of and in addition to this AGREEMENT.
E. Visits to the site in excess of the number of trips included in Exhibit B.
F. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
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ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of this
AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt
and continuous manner, so as to not delay the completion of the Project in accordance with the
schedules as described in Exhibit B. The contract shall remain effective for a period which may
reasonably be required for the completion of the Project, acceptance by an authorized
representative of the OWNER, exhaustion of authorized funds, or termination as provided in this
Agreement, whichever occurs first.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a
part of this Agreement as if written word for word herein, a total fee, including
reimbursement for direct non-labor expenses not to exceed $124,000.
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
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City of Denton, Texas Contract #8273
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in Article III “Additional Services,” without obtaining prior written authorization from
the OWNER.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be
due and payable upon submission by the CONSULTANT and approval by the City staff,
and shall be in accordance with subsection B hereof. Statements shall not be submitted
more frequently than monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTANT’s
undisputed statement thereof, the amounts due the CONSULTANT will be paid interest
in accordance with the Texas Government Code 2251.025. Additionally, the
CONSULTANT may, after giving seven (7) days’ written notice to the OWNER,
suspend services under this Agreement until the CONSULTANT has been paid in full all
amounts due for services, expenses, and charges. Nothing herein shall require the
OWNER to pay the late charge if the OWNER reasonably determines that the work is
unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide
dispute concerning the amount due, or the invoice was not mailed to the address or in the
form as described in this Agreement. The OWNER will notify CONSULTANT of any
disputes within twenty-one (21) days of receipt of the invoice.
E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215
E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the
contract administrator. It is the intention of the City of Denton to make payment on
completed orders within thirty days after receipt of invoice or items; whichever is later,
unless unusual circumstances arise. Invoices must be fully documented as to labor,
materials, and equipment provided, if applicable, and must reference the City of
Denton Purchase Order Number in order to be processed. No payments shall be
made on invoices not listing a Purchase Order Number.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
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City of Denton, Texas Contract #8273
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 15
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
ARTICLE VIII
INDEMNITY AGREEMENT
THE CONSULTANT AGREES, TO THE FULLEST EXTENT PERMITTED BY
LAW, TO INDEMNIFY THE CLIENT AGAINST DAMAGES, LIABILITIES, AND
COSTS ARISING FROM THE NEGLIGENT ACTS OF THE CONTRACTOR IN THE
PERFORMANCE OF PROFESSIONAL SERVICES UNDER THIS AGREEMENT, TO
THE EXTENT THAT THE CONTRACTOR IS RESPONSIBLE FOR SUCH DAMAGES,
LIABILITIES AND COSTS ON A COMPARATIVE BASIS OF FAULT AND
RESPONSIBILITY BETWEEN THE CONTRACTOR AND THE CLIENT. THE
CONTRACTOR SHALL NOT BE OBLIGATED TO INDEMNIFY THE CLIENT FOR
THE CLIENT’S OWN NEGLIGENCE.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain insurance in compliance with the requirements of Exhibit C which is attached hereto
and made a part of this Agreement as if written word for word herein.
ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to mediation with each party bearing its own costs of mediation. No mediation arising
out of or relating to this Agreement, involving one party’s disagreement may include the other
party to the disagreement without the other’s approval. Mediation will not be a condition
precedent to suit.
ARTICLE XI
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days’ advance written notice to the other party.
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B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than fifteen (15) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V “Compensation.” Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
work; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
ARTICLE XIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of seven (7) days’ mailing:
To CONSULTANT: To OWNER:
Berry, Dunn, McNeil & Parker, LLC, City of Denton
dba BerryDunn Purchasing Manager –File 8273
Kevin Price 901B Texas Street
2211 Congress Street Denton, Texas 76201
Portland, ME 04102
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City of Denton, Texas Contract #8273
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 15
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days’ mailing.
ARTICLE XIV
ENTIRE AGREEMENT
This Agreement and related exhibits constitute the complete and final expression of this
Agreement of the parties, and is intended as a complete and exclusive statement of the terms of
their agreements, and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements which may have been made in
connection with the subject matter hereof.
ARTICLE XV
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as those laws may now
read or hereinafter be amended.
ARTICLE XVII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, sexual orientation, national origin or
ancestry, age, or physical handicap.
ARTICLE XVIII
PERSONNEL
A. The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
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OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XIX
ASSIGNABILITY
The CONSULTANT acknowledges that this Agreement is based on the demonstrated
competence and specific qualifications of the CONSULTANT and is therefore personal as to the
CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement,
and shall not transfer any interest in this Agreement (whether by assignment, novation, or
otherwise) without the prior written consent of the OWNER.
ARTICLE XX
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A – The Interlocal Purchasing System (TIPS) Cooperative Program Contract
#200601 - Consulting and Other Related Services (on file at the purchasing
office)
Exhibit B – Consultant’s Scope of Services Offer, Project Schedule, and Compensation
Rate Sheet
Exhibit C – Consultant’s Insurance Requirements
Exhibit D - Form CIQ – Conflict of Interest Questionnaire
What is called for by one exhibit shall be as binding as if called for by all. In the event of
an inconsistency or conflict in this Agreement and any of the provisions of the exhibits,
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the inconsistency or conflict shall be resolved by giving precedence first to this
Agreement then to the exhibits in the order in which they are listed above.
B. This Agreement shall be governed by, construed, and enforced in accordance with, and
subject to, the laws of the State of Texas or federal law, where applicable, without regard
to the conflict of law principles of any jurisdiction. In the event there shall be any dispute
arising out of the terms and conditions of, or in connection with, this Agreement, the
party seeking relief shall submit such dispute to the District Courts of Denton County or
if federal diversity or subject matter jurisdiction exists, to the United States District Court
for the Eastern District of Texas-Sherman Division.
C. For the purpose of this Agreement, key person who will oversee the performance of the
work hereunder shall be Kevin Price, Principal. However, nothing herein shall limit
CONSULTANT from using other equally qualified and competent members of its firm to
perform the services required herein.
D. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
F. The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
G. The parties agree to transact business electronically. Any statutory requirements that
certain terms be in writing will be satisfied using electronic documents and signing.
Electronic signing of this document will be deemed an original for all legal purposes.
ARTICLE XXII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
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ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during the contract period
and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in
which case records shall be kept until all audit tasks are completed and resolved. These books,
records, documents and other evidence shall be available, within 10 business days of written
request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to this
agreement, and to allow the OWNER similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will
be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an
overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs,
must be borne by the CONTRACTOR which must be payable within five business days of
receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of
the terms "books", "records", "documents" and "other evidence", as used above, shall be
construed to include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
ARTICLE XXIV
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL
Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and
“company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this agreement, Consultant certifies that Consultant’s signature
provides written verification to the City that Consultant: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
ARTICLE XXV
PROHIBITION ON CONTRACTS WITH COMPANIES DOING BUSINESS WITH
IRAN, SUDAN, OR A FOREIGN TERRORIST ORGANIZATION
Section 2252 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Consultant certifies that Consultant’s signature provides written verification to the City that
Consultant, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will
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not become ineligible to receive payments under this agreement by doing business with Iran,
Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
ARTICLE XXVI
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN
ENERGY COMPANIES
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
“boycott energy company” and “company” shall have the meanings ascribed to those terms in
Section 809.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the
term of the agreement. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
ARTICLE XXVII
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN
FIREARM ENTITIES AND FIREARM TRADE ASSOCIATIONS
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity
or firearm trade association. The terms “discriminate against a firearm entity or firearm trade
association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to
those terms in Chapter 2274 of the Texas Government Code. By signing this agreement,
Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
ARTICLE XXVIII
TERMINATION RIGHT FOR CONTRACTS WITH COMPANIES DOING BUSINESS
WITH CERTAIN FOREIGN-OWNED COMPANIES
The City of Denton may terminate this Contract immediately without any further liability if the
City of Denton determines, in its sole judgment, that this Contract meets the requirements under
Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or
other ownership interest of the company is held or controlled by individuals who are citizens of
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Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 15
China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the
Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is
headquartered in China, Iran, North Korea, Russia, or other designated country.
ARTICLE XXIX
CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the
Consultant submits the signed contract. The Texas Ethics Commission has adopted rules
requiring the business entity to file Form 1295 electronically with the Commission.
Consultant will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The consultant shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject
line. (EX: Contract 1234 – Form 1295)
The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day
after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
ARTICLE XXX
PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer, employee, independent consultant, or elected official of the City who is involved in
the development, evaluation, or decision-making process of the performance of any solicitation
shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as
defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics).
Any willful violation of this section shall constitute impropriety in office, and any officer or
employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any
violation of this provision, with the knowledge, expressed or implied, of the Contractor shall
render the Contract voidable by the City. The Consultant shall complete and submit the City’s
Conflict of Interest Questionnaire.
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Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 15
ARTICLE XXXI
FORCE MAJEURE
We will endeavor and use commercially reasonable efforts to complete all work contemplated
under this Agreement, However, neither party shall be liable to the other for any failure or delay
of performance of any obligation under this Agreement to the extent such failure or delay shall
have been wholly or principally caused by acts or events beyond its reasonable control rendering
performance illegal or impossible. As used in this section, force majeure means any cause
beyond the reasonable control of a party, including, but not limited to, an act of God, nature, act
of aggression, fire, strike, flood, riot, war, delay of transportation, terrorism, pandemics or other
widespread outbreaks of infectious diseases or inability due to the aforementioned causes to
obtain necessary labor, material, or facilities. The Consultant shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within seven (7) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
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City of Denton, Texas Contract #8273
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 14 of 15
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
CONSULTANT
BY:______________________________
AUTHORIZED SIGNATURE
Printed Name:_____________________
Title:____________________________
__________________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _____________________________
SARA HENSLEY
CITY MANAGER
ATTEST:
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
JESUS SALAZAR, INTERIM CITY SECRETARY
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Principal
2023-1027102
207-541-2379
Kevin Price
kprice@berrydunn.com
Chief Technology Officer
Leisha Meine
Technology Services
06/27/2023
City of Denton, Texas Contract #8273
Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 15 of 15
EXHIBIT A
The Interlocal Purchasing System (TIPS) Cooperative Program Contract #200601 -
Consulting and Other Related Services (on file at the purchasing office)
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April 13, 2023
City of Denton
Attn: Shannon Mejia, Deputy Director
215 E McKinney Street
Denton, TX 76201
Sent via email to shannon.mejia@cityofdenton.com
Dear Shannon:
Thank you for the opportunity to submit this letter describing how our consulting team may assist the City
of Denton (City) in assessing its current community development software environment. We appreciate
the time you have taken to discuss the City’s goals for this initiative with our team.
Berry Dunn McNeil & Parker, LLC (BerryDunn) is an independent management and IT consulting firm
headquartered in Maine and serving clients nationally. Focused on inspiring organizations to
transform and innovate, we are a stable and well-established firm that has preserved our core values
and reputation for excellence throughout our 49-year history. We have enjoyed steady growth by
providing consistent, high-quality services to our clients in all 50 states—including numerous clients in the
State of Texas (the State) and the City itself—Puerto Rico, and Canada.
Our firm’s culture is centered on a deep understanding of our clients’ commitment to serving the public.
The human aspect of projects can often be forgotten in the maze of regulatory changes and legal
requirements with which public-sector organizations must comply. BerryDunn proudly tailors each of its
projects to recognize the work our clients do every day. We care about what we do, and we care about
the people impacted by our work—including those at the City.
On the following pages, we provide an overview of our firm, highlight our key qualifications, introduce
some of our project team members, describe our proven yet flexible approach, and present estimated
fees for a project of this nature.
BerryDunn Overview
BerryDunn employs more than 800 staff members—including more than 300 in our Consulting Services
Team. From extensive project experience for more than 400 state, local, and quasi-governmental
agencies, our team brings valuable perspectives to every engagement. Additionally, our team has prior
experience serving state and local government agencies, providing them with an in-depth understanding
of government operations, staffing needs, budgetary constraints, and the business processes required to
provide necessary services to the internal divisions and the constituents the City serves.
Our firm provides a full range of professional services that supports our ability to address the needs
outlined by the City. These include:
Software Implementation Project
Management and Oversight
Organizational Change Management (OCM)
Business Process Improvement, Reviews,
and Redesign
Software Planning and Procurement
Enterprise and Departmental Strategic
Planning
Leadership and Organization Development
Master Planning
Cost of Service and Fee Studies
Project Assessments and Remediation
Exhibit B-Consultant’s Scope of Services Offer, Project Schedule,
and CompensationRate Sheet
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Organizational, Operational, and Staffing
Analyses
Performance Analyses
IT Assessments
IT Strategic Planning
Figure 1 illustrates the overall organization of BerryDunn's Local Government Practice Group. We provide
unparalleled expertise and unique insights across these practices, supporting our clients in solving some
of their biggest challenges and addressing opportunities to improve and plan.
Figure 1: Local Government Practice Group Specialization
BerryDunn Bridge and Our Independence
BerryDunn Bridge is a program facilitated by our Local Government Practice Group.
This program was developed to promote information sharing between public-sector
software providers and our consultants and helps continually expand our own—and
our clients’—understanding of the public-sector software landscape. BerryDunn
Bridge provides opportunities to share our clients’ needs with the software vendor
community and gain knowledge of upcoming technological trends, recent product developments, and find
target markets for software providers.
Public-sector software providers opt into this program to establish a cadence of meetings between their
team members and our own to keep up-to-date on industry and client trends. This includes knowledge-
sharing opportunities ranging from focused discussions between management teams to software
demonstrations with a broader audience of consulting staff. As a result of this program, we are able to
best serve our clients and pass on our knowledge gained—including modern software system capabilities
not currently being utilized or perhaps even previously contemplated by our clients.
BerryDunn is not affiliated with any specific vendor, allowing us to provide truly independent advisory
services to our clients. In that respect, we recognize the importance of networking and continuous market
research to help ensure we are apprised of industry best practices, emerging trends, and updates in the
software vendor community.
Key Qualifications
As evident in the key points that follow, we have a strong desire to partner with the City on this initiative.
We have a clear understanding of the work effort required and the City’s needs; extensive experience
conducting similar projects in the State and nationally; and several notable attributes that differentiate us
from other proposers.
Our deep expertise in providing community development systems consulting services.
Assisting municipal governments and their development services, building safety, permitting,
engineering, public works, and related departments with software assessments, planning,
selection, and implementation projects is a core service of our firm. As a result of this experience and our
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Shannon Mejia April 13, 2023 | Page 3 independence from the vendor marketplace, we have become familiar with all major community
development software vendors and the functionalities their systems provide. This includes familiarity with
the City’s current system, CentralSquare TRAKiT, and those systems the City may consider in this
process.
Our project team members work exclusively with local government clients. BerryDunn’s
Local Government Practice Group is dedicated to serving public-sector clients, and 75% of our
team members are former public-sector employees. This firsthand experience helps us
understand your goals and challenges and contribute our in-depth knowledge to better improve
technologies and functional area business processes. Our team is responsive, and we make every
attempt possible to help ensure the stability of personnel assigned to the City. We work efficiently and
effectively, know how to best engage City stakeholders, and are able to contribute best practices when
and where it will benefit the City most through a proven but flexible approach.
Our integrated change management and project management methodologies. Our work
for the City will be guided by established project management methodologies and best
practices as defined by the Project Management Institute® (PMI®), as well as inputs from Agile
and Lean principles. We know the important role OCM plays in system replacement projects; therefore,
we integrate a disciplined change management approach to our work, using the Prosci® change
management methodology as a foundation. This integration will help ensure the City’s stakeholders have
opportunities to provide input, support, and buy-in for all decisions.
Our commitment to serving clients in the State. With BerryDunn, the City will be served by
a firm who has demonstrated its commitment to serving clients in the State. Notably, we have
conducted numerous projects for clients in the State and have more than a dozen employees
who reside locally. Below, we outline our public-sector clients in the State for the City’s further review and
consideration.
City of Allen
City of Amarillo
City of Arlington
City of Benbrook
City of Burleson
City of Cedar Hill
City of Cedar Park
City of College Station
City of Dallas
City of Denton
City of DeSoto
City of Duncanville
City of Ennis
City of Farmers Branch
City of Fort Worth
City of Frisco
City of Galveston
City of Garland
City of Grand Prairie
City of Irving
City of Katy
City of Leander
City of Mansfield
City of McKinney
City of Mesquite
City of Midland
City of Pearland
City of Pflugerville
City of Plano
City of Sugar Land
City of University Park
City of Weatherford
City of West University
Place
Ellis County
Galveston County
Round Rock Independent
School District
Texas A&M University
Travis County
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Project Team Members
At BerryDunn, we believe in the synergy that accompanies a team approach. That said, we have carefully
assembled a project team with unique and specialized qualifications that align with the needs and desired
outcomes of the City. Below and on the following page, we highlight our team members’ relevant
qualifications and experience as it relates to the City’s requested scope of work.
Kevin Price, MPP, PMP®, Prosci® CCP | Project Principal
Kevin is a principal in our Local Government Practice Group. He leads our CDUO
Practice, assisting local government clients with business process improvement, fee
analysis, system selection, and implementation projects. A certified PMP®, Kevin has
extensive experience in assessing the business needs and processes of municipal
clients for permitting, inspections, planning, code enforcement, and land management functions. Kevin is
also a Lean Six Sigma Green Belt, allowing him to continuously define, measure, analyze, improve, and
control projects and environments for his clients.
Austin Nichols, MBA | Project Manager
Austin is a senior consultant in our Local Government Practice Group. Having led
multiple software system replacement projects, Austin excels by developing action plans
through understanding stakeholder requirements, setting goals with measurable
outcomes, managing project risks and issues, and providing transparent communication
throughout the life cycle of the endeavor. He has successfully managed the implementation of large-scale
projects, including ERP and computer-aided dispatch/records management systems (CAD/RMS),
developed a mobile app to connect citizens to organizational services, and led a work smarter initiative to
reduce cost and increase the efficiency of utility and public works departments. Also notable is that Austin
is a proud resident of the State.
Sachin Goradia, CAPM®, LSSGB | Business Analyst
Sachin is a consultant in our Local Government Practice Group. He regularly assists with
enterprise systems assessment, selection, and procurement projects for citywide and
department-specific systems. Having worked in the public sector, he is well-versed in
many aspects of government operations, including policy and strategy formation,
business process optimization, and research and trend analysis. He has a strong background in
advocacy, coordination, and strategic marketing and communication.
Fred Turnier, MPA, AICP, Prosci® CCP | Community Development SME
Fred is a manager in BerryDunn’s Local Government Practice Group. He has more than
25 years of experience working with local government agencies and previously held the
role of community development director for the Cities of Reno and Fernley, Nevada, and
Clark County, Nevada. He has extensive experience assisting public-sector entities with
project management and development services, business process improvement, fee and cost-recovery
analysis, system design and implementation, and policy analysis and formation. He focuses in the areas
of community development, planning, building, inspections, code enforcement, business licensing,
housing and homeless issues, land management, utilities, and infrastructure planning.
Kathryn Offerdahl-Joyce | Procurement Lead
Kathryn is a senior consultant in the Local Government Practice Group who focuses on
procurement and contract analysis. They bring more than 11 years of procurement,
process improvement, and recommendation implementation experience. With a strong
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teams and organizations to improve business processes to be more efficient, user-friendly, and time and
cost effective.
The BerryDunn Network
The City will benefit from the breadth and depth of our Consulting Services Team. This
broader team is composed of more than 300 consultants who can contribute their help
and expertise to efforts related to fact-finding, research, and deliverable development,
when and where it will benefit the City most.
Methodologies and Approach
Project Management
To help ensure that project objectives are met, and initiation and completion of project work are
conducted in a timely manner, each BerryDunn project is led by an experienced project manager who
understands and utilizes project management best practices. Our Consulting Services Team employs
project management best practices from PMI®’s Project Management Body of Knowledge Guide
(PMBOK® Guide), Version 7.
Integrated Change Management Methodologies
Stakeholders’ willingness to adopt new processes plays a significant role in the success—or failure—of
related projects. BerryDunn has observed resistance to change in virtually all our engagements. As such,
our project management approach is carefully integrated with change management methodologies to
promote buy-in and consensus for the project. We will work with the City to address resistance by:
Engaging stakeholders at the right level throughout the project—from initial planning through
implementation—to build understanding for the need for change and gain support from the people
who will be using the future solution, and who are most familiar with current processes
Developing and executing a communications plan that considers the information needs of each
stakeholder group
Documenting business processes, and working with stakeholders to understand how their work
will be performed in the future environment
We have adopted the Prosci® change management methodology and trained over 100 consultants to
become Prosci® Certified Change Practitioners (CCPs). A central focus of the Prosci® change
management approach is the belief that for change to work in an organization, individuals must be willing
to change and understand change. Additionally, according to research conducted by Prosci®, the
likelihood of project success increases significantly, and in alignment with the level of change
management focus applied to the project. Even small increases in focus on change management, from
“poor” to “fair,” are likely to have a positive impact on system adoption and project success.
Consistent with the Prosci® methodology, the City can expect our change management approach to
involve three stages, as described below.
1. Preparing for Change
Developing of change management strategies, based on input from the City’s stakeholders on the
existing environment.
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Overseeing assigned roles and tasks, providing training and coaching, using tools effectively, and
executing a clear communication plan.
3. Reinforcing Change
Evaluating action plans, reviewing the sustainability of change management activities, and
promoting individual and team successes.
Work Plan
BerryDunn strives to be flexible when it comes to development and execution of an effective work plan.
We understand that no two projects are exactly alike and believe that one of the primary reasons we
have been successful with similar projects is our willingness to be flexible in adapting to our
clients’ unique needs.
The overarching benefits the City can expect of our approach include:
A methodology based on our extensive experience conducting similar projects
Quality assurance processes that incorporate the City’s review and approval of all deliverables
and key milestones
Built-in project management and change management best practices—focused on keeping the
project on time, on budget, and progressing at a healthy pace—for the City’s stakeholders to
understand why and how findings and recommendations will improve the current environment
A needs assessment that will include all functional areas within scope, and focus on how those
areas interact with each other and integrate with existing systems
Thorough business process improvement activities, helping the City identify root causes of
process and/or system deficiencies
A focus on taking full advantage of the newest technology and harnessing efficiencies by
reviewing business practices or implementing technology to enhance existing business processes
performed by individual departments and those performed across the City
Below and on the following pages, we provide details of our work plan to conduct the City’s project
effectively and efficiently.
Phase 1. Project Planning and Ongoing Project Management
1.1 Conduct initial project planning. We will conduct an initial project planning session with the City’s
project team to introduce key team members, clarify goals and objectives, identify known project
constraints, identify all project stakeholders, and refine dates and/or tasks, as appropriate. We will
discuss our approach for managing communications between BerryDunn and the City and our
approach to the scope, timeline, risks, and resource management. We will also request names and
contact information for the appropriate staff members who will be involved in the project. These
discussions will inform the development of the Project Work Plan and Schedule.
1.2 Develop the Project Work Plan and Schedule. Based on the information gathered from our initial
project planning session, we will develop the Project Work Plan and Schedule, which will address our
approach for communications, scope, risks, and resource management. The Project Work Plan and
Schedule will also address our approach to providing the exact services requested by the City and the
agreed-upon time frame for each task. In addition, the Project Work Plan will incorporate agreed-upon
procedures between BerryDunn’s and the City’s project teams related to project control, including
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Phase 1. Project Planning and Ongoing Project Management
quality management and deliverable submission/acceptance management. After providing draft
versions of these materials in advance, we will facilitate a teleconference to review the drafts and solicit
feedback from the project team. This feedback will be incorporated into the document, which will then
be distributed to the project team in final form.
Deliverable 1 – Project Work Plan and Schedule
1.3 Develop Biweekly Project Status Updates. Throughout the project, our project manager will
provide Biweekly Project Status Updates that describe the activities and accomplishments for the
reporting period, plans for the upcoming month, risks or issues encountered during the reporting
period, and anticipated problems that might impact any project deliverable. We will meet with the City’s
project manager to review these updates.
Deliverable 2 – Biweekly Project Status Updates
Phase 2. Needs Assessment
2.1 Develop and administer a Milestone Stakeholder Readiness Assessment web survey. We will
develop a survey to assess the stakeholder readiness level at this point in the project and solicit
feedback.
2.2 Analyze the survey results and develop a Milestone Stakeholder Readiness Memo. We will
analyze the results of the web survey and compile the findings to develop a memo outlining the results
and overarching themes. We will then facilitate a teleconference with the City’s project team to solicit
feedback for the findings and update the memo to final.
Deliverable 3 – Milestone Stakeholder Readiness Memo
2.3 Develop and issue a web survey and an information request and review the results. We will
develop and distribute a web survey to City staff to understand issues and challenges with current
business processes. We anticipate that this survey will be issued to the core department stakeholders
and used to help determine the current challenges and areas for improvement. Prior to issuing the web
survey, we will review the questions with the project team. We will use the survey results as one of
many data points in developing our evaluation of the current environment. Additionally, prior to
conducting our work, we will provide the City’s project team with an information request sheet to
request available documentation that will be helpful to us during the project (e.g., organizational charts,
documentation on existing systems, and policy documentation). We will respectfully request that the
project team provide the requested information prior to the project kickoff meeting and interviews, as
reviewing this information in advance of our work will enable us to be more efficient, become more
knowledgeable of the current environment, and make best use of City personnel’s time.
2.4 Facilitate a kickoff presentation. We will conduct a kickoff presentation with City leadership and
all project stakeholders. This will serve as an opportunity to introduce our project team members,
discuss goals, present our project approach and methodology, review the schedule of key project
dates, and answer questions. As part of this presentation, the City’s project sponsor is expected to
participate and speak to the goals and objectives of the initiative.
2.5 Facilitate fact-finding meetings. Following the project kickoff presentation, we will conduct fact-
finding meetings with City staff identified as current and future users of the community development
(CD) solution. We will also meet with IT staff and representative stakeholders from each department,
by functional area. We will explore their experiences in daily interaction with the system, along with any
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Phase 2. Needs Assessment
additional areas we identify prior to or during the kickoff meeting. The purpose of these meetings is to
review, evaluate, and document the City’s existing system functionality and understand processes that
are critical or unique to the City. Where appropriate, our team will observe staff conducting business
process routines. We will also meet with representatives from the City’s IT staff who support the
existing applications to review available system documentation, existing data elements, and data
reporting needs. When necessary, the BerryDunn team will accommodate unanticipated scheduling
challenges of City personnel to make the best use of time. Our approach is to do what we can to
accommodate such needs, providing the opportunity for all stakeholders to contribute their thoughts
and ideas. We will schedule meetings to address all functional areas in the City’s requested scope that
may be part of a future CD environment.
2.6 Develop a Needs Assessment Report. Drawing on the information gathered through our review
of documentation, web survey results, and fact-finding sessions, we will prepare a draft Needs
Assessment Report. This report will include but not limited to:
• A high-level summary of findings
• Gaps/deficiencies in current systems functionality or integrations
• A summary of available resources and any expected resource gaps in order to successfully
implement and support a modern CD system
• Best practice functions, processes, and requirements
• Opportunities for improved system design and efficiency
• High-level budgetary estimates for the CD implementation initiative
• Other preliminary considerations
We will provide a draft of the Needs Assessment Report to the City for review and facilitate a work
session via teleconference to explain our findings, gain feedback, and build consensus related to the
presented decision points. We believe it is important to obtain the City’s validation and approval of
these findings, as this information will serve as the basis for future requirements. We will then revise
the report and update to final.
Deliverable 4 – Needs Assessment Report
Phase 3. RFP Development and System Selection
3.1 Facilitate vendor outreach information sessions. We will provide an opportunity for up to eight
CD vendors to provide information on the capabilities of the systems on the marketplace for two hours
each. We will provide these vendors with a format to follow for ease of comparison. By holding these
sessions, the City will be better informed when finalizing requirements for the future CD solution. At the
conclusion of these sessions, we will conduct a debrief survey to solicit feedback from participants of
desired functionality to be included in the RFP for a future system.
3.2 Develop Preliminary Functional and Technical Requirements. BerryDunn has developed a
database of CD-specific technical and functional requirements based on our experience with other
governmental agencies, as well as our knowledge of software system functionality and best practices.
Drawing from this database, we will make refinements based on those processes that are critical or
unique to the City. These requirements will support supplemental functionality requirements with key
reporting, interface, and conversion enhancements. In our recent experience, those areas have
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Phase 3. RFP Development and System Selection
significantly differentiated vendors’ solutions and require a specific focus in the selection activities. Our
analysis typically results in about 75% of the requirements being defined upfront for most of our clients.
Deliverable 5 – Preliminary Functional and Technical Requirements
3.3 Facilitate joint requirements planning (JRP) work sessions to review and update
requirements. We will facilitate a series of JRP work sessions with City stakeholders and our project
team members to review the preliminary requirements. We will reconvene many of the same
stakeholders, organized by functional area, which met during fact-finding activities to discuss the future
system capabilities. Using the preliminary list, we will review and confirm each item as well as assign a
relative criticality to communicate to vendors responding to the list as part of their RFP responses. We
will also facilitate similar meetings to review potential interfaces and data conversion objects. Once
these have been reviewed, we will update the list to final. Our role in facilitating the JRP work sessions
involves contributing our focused knowledge of the vendor marketplace to align the items requested in
the list with the goals and objectives of the project. For example, we might comment on where
functionality being requested is beyond the core capabilities of vendors and might represent a cost
increase. Conversely, we can advise on requirements to include that might be commonplace today, but
beyond the familiarity of City stakeholders.
Deliverable 6 – Final Functional and Technical Requirements
3.4 Develop an RFP Package. We will develop an RFP Package using a proven format that
incorporates information pertaining to the history of the project, a high-level description of the City’s
current environment, the City’s desired approach to implementing a new CD solution, the City’s Final
Functional and Technical Requirements, and a structured list of points for vendors to address in their
responses. Our project team will also work with the City to develop objective evaluation criteria to
include in the RFP. We will then prepare a scoring matrix to track significant strengths and limitations of
each proposal reviewed, based upon established evaluation criteria. Once complete, we will meet with
the City’s project team to review the draft RFP Package, collecting any feedback or additional terms for
inclusion, before updating the RFP to final and providing it to the City’s project team for distribution
through its standard channels. In addition, we can provide a distribution list that includes most of the
major CD solution vendors in the market.
Deliverable 7 – RFP Package
3.5 Assist with responding to vendor questions and developing addenda. Our project team will
assist the City’s project team in responding to vendor questions and developing corresponding
addenda.
3.6 Assist with facilitating a vendor pre-proposal conference by phone. Our project team will
coordinate, plan, and lead a pre-proposal conference for interested vendors, facilitating the question-
and-answer portion of the meeting. We will then compile a list of questions raised and will prepare
suggested responses on the City’s behalf. These will be provided in a format that the project team can
review, revise, and ultimately publish as an addendum to the RFP, as determined by procurement staff.
3.7 Perform an initial completion review of vendor proposals received, identify initial items for
clarification, and develop Proposal Executive Summary Memo. We will facilitate the proposal
review process by analyzing up to 10 vendor proposals to identify issues, risks, exceptions, omissions,
and objections, compiling them in a single, executive-level Proposal Executive Summary Memo. The
memo will identify key areas for consideration by the evaluation team related to each vendor’s ability to
meet minimum requirements, and alignment with the evaluation criteria within the RFP. This memo will
also include a comparison of vendor responses to the Final Functional and Technical Requirements.
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Shannon Mejia April 13, 2023 | Page 10
Phase 3. RFP Development and System Selection
3.8 Facilitate round one scoring meetings to identify short-listed vendors and items needing
clarification. We will participate in a meeting with the evaluation team to review the proposal
summaries, discuss each proposal received, assist in the scoring process, and collect scores to identify
the top preferred vendors to invite for demonstrations. We will clarify any open items with these short-
list vendors before issuing invitations for demonstrations.
Deliverable 8 – Proposal Summary Memo and Short-List Identification
3.9 Assist the City project team in planning for demonstrations and writing demonstration
scripts. We will meet with the City’s project team to discuss the format of vendor demonstration
scripts. We will develop a draft demonstration script template and provide it to the City’s project team
for review. After finalizing an approved version, we will provide the appropriate scripts to each vendor
in advance of demonstrations.
3.10 Facilitate vendor demonstrations. We will attend demonstrations and assist the City’s project
team with facilitation for a period of up to four days. Our project team’s extensive background in the
demonstration process will provide the City’s project team with a unique perspective on how to score,
prepare, evaluate, and participate in vendor demonstrations.
3.11 Facilitate a round two scoring meeting to identify preferred vendors. We will participate in
the second round of vendor scoring immediately following the final demonstration to identify the vendor
or vendors for which the City’s project team should perform its reference checks.
3.12 Assist in planning for reference checks and site visits. We will assist the City’s project team
with identifying tasks that should be accomplished prior to meeting at each site. We will coordinate with
the City’s project team to discuss the suggested approach for these reference checks.
3.13 Facilitate a final scoring meeting. We will participate in the final round of vendor scoring via
teleconference following the completion of reference checks and site visits. The objective will be to
identify a preferred vendor and a second-choice vendor should contract negotiations with the first be
unsuccessful.
Deliverable 9 – Preferred Vendor Identification
3.14 Support the City in the contract negotiations and approval process with its preferred
vendor. At the conclusion of final scoring activities, we anticipate supporting the City with the contract
negotiations and approval process when and where it will benefit the City most. We have been involved
in this process from the client, vendor, and independent consultant perspectives and understand how
the associated support needs vary and how the contract impacts the eventual implementation process.
In conducting contract approval and negotiations activities, we will draw on these experiences to help
ensure the City’s best interests are met and project goals and objectives are achieved.
Working collaboratively with the City’s project team, legal counsel, and preferred vendor, among other
stakeholders, we will take part in various activities, including, but not limited to:
• Developing a draft contract, using the City’s contracting procedures and the vendor’s proposal
as starting points
• Reviewing the contract documents with the City’s project team to help ensure that
requirements are clearly defined and to establish that the City agrees to the schedule,
implementation process, fee arrangement, scope of services, vendor resources, deliverables,
costs, acceptance criteria, and terms and conditions
• Participating during negotiations with the preferred vendor
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Shannon Mejia April 13, 2023 | Page 11
Phase 3. RFP Development and System Selection
• Supporting presentation development and delivery to City leadership as it relates to receiving
approval and contract execution
Should it become clear at any point during contract negotiations and approval process that the
preferred vendor’s solution or contract terms will not meet the needs of the City, we might recommend
halting the process with that vendor and commencing efforts with the second-choice vendor.
In recognition of the many variables not yet known related to the contract approval and negotiation
timeline and work effort, we plan to commit up to 50 hours, billed as incurred.
Deliverable 10 – Contract Negotiations and Approval Assistance
3.15 Develop and administer a Milestone Stakeholder Readiness Assessment web survey. We
will develop a survey to assess the stakeholder readiness level at this point in the project and solicit
feedback.
3.16 Analyze the survey results and develop a Milestone Stakeholder Readiness Memo. We will
analyze the results of the web survey and compile the findings to develop a memo outlining the results
and overarching themes. We will then facilitate a teleconference with the City’s project team to solicit
feedback for the findings and update the memo to final.
Deliverable 11 – Milestone Stakeholder Readiness Memo
DocuSign Envelope ID: 6E599AB6-DDCD-43B5-A2BA-DB04CF5B073F
Shannon Mejia April 13, 2023 | Page 12
Estimated Project Cost
Table 1 presents our proposed costs for completing the City’s initiative. These fees are based on our
experience conducting projects of similar size and scope, and the assumption that satisfying a deliverable
is based on the City’s signed acceptance. That said, the City will not incur any additional costs associated
with the process of reaching deliverable acceptance. BerryDunn does not charge for time spent traveling,
so these fees reflect only the time BerryDunn team members will be working on the City’s project. We will
progress bill the City on a monthly basis for work completed against each deliverable.
Table 1: CD System Selection Fees
Phase and Deliverable Fee
Phase 1. Project Planning and Ongoing Project Management
D1. Project Work Plan and Schedule $4,280
D2. Biweekly Project Status Updates $13,930
Phase 2. Needs Assessment
D3. Milestone Stakeholder Readiness Memo $4,080
D4. Needs Assessment Report $26,130
Phase 3. RFP Development and System Selection
D5. Preliminary Functional and Technical Requirements $3,420
D6. Final Functional and Technical Requirements $13,250
D7. RFP Package $6,930
D8. Proposal Summary Memo and Short-List Identification $7,380
D9. Preferred Vendor Identification $13,850
D10. Contract Negotiations and Approval Assistance $11,420
D11. Milestone Stakeholder Readiness Memo $2,270
Total $106,940
Travel expense estimate, billed as incurred $9,500
We plan to expend 509 hours to complete this work plan, equating to $208.87 per hour.
BerryDunn expects to contract with the City using cooperative agreement with The Interlocal Purchasing
system (TIPS), contract #200601. We will observe the terms, conditions, and rates of that agreement.
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Shannon Mejia April 13, 2023 | Page 13
In Closing
Thank you for being open and flexible in discussing the City’s needs and our proposed services. No
matter how many clients BerryDunn assists, we always take care to ensure our work is tailored to the
nuanced needs and resources of our clients. If you have any questions, require any clarifications—or
wish to discuss the details of our letter further—please consider me your primary point of contact and feel
free to contact me directly.
Sincerely,
Kevin Price, MPP, PMP®, Prosci® CCP ǀ Principal
2211 Congress Street ǀ Portland, ME 04102
207-541-2379 ǀ kprice@berrydunn.com
DocuSign Envelope ID: 6E599AB6-DDCD-43B5-A2BA-DB04CF5B073F
Land Management Assessment ‐ 8273
INSURANCE REQUIREMENTS
Respondent’s attention is directed to the insurance requirements below. It is highly
recommended that respondents confer with their respective insurance carriers or
brokers to determine in advance of Proposal/Bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an apparent low
respondent fails to comply strictly with the insurance requirements, that respondent may
be disqualified from award of the contract. Upon contract award, all insurance
requirements shall become contractual obligations, which the successful contractor
shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the
Contractor, the Contractor shall provide and maintain until the contracted work
has been completed and accepted by the City of Denton, Owner, the minimum
insurance coverage as indicated hereinafter.
As soon as practicable after notification of contract award, Contractor shall file
with the Purchasing Department satisfactory certificates of insurance including
any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing
Department, ask for clarification of any insurance requirements at any time;
however, Contractors are strongly advised to make such requests prior to
proposal/bid opening, since the insurance requirements may not be modified
or waived after proposal/bid opening unless a written exception has been
submitted with the proposal/bid. Contractor shall not commence any work
or deliver any material until he or she receives notification that the contract has
been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements
shall comply with the following general specifications, and shall be maintained in
compliance with these general specifications throughout the duration of the
Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the
State of Texas with an A.M. Best Company rating of at least A + o r b e t t e r .
Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees
and volunteers; or, the contractor shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
o Name as Additional Insured the City of Denton, its Officials, Agents,
Exhibit C- Consultant's Insurance Requirements
DocuSign Envelope ID: 6E599AB6-DDCD-43B5-A2BA-DB04CF5B073F
Land Management Assessment ‐ 8273
Employees and volunteers.
o That such insurance is primary to any other insurance available to the
Additional Insured with respect to claims covered under the policy and that
this insurance applies separately to each insured against whom claim is
made or suit is brought. The inclusion of more than one insured shall not
operate to increase the insurer's limit of liability.
o Provide a Waiver of Subrogation in favor of the City of Denton, its
officials, agents, employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the
policies described on the certificate be cancelled or materially changed
before the expiration date.
Should any of the required insurance be provided under a claims made form,
Contractor shall maintain such coverage continuously throughout the term of this
contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give rise
to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or legal
defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the
Contract, or longer, if so noted:
1. PROFESSIONAL LIABILITY INSURANCE
If CONTRACTOR is a licensed or certified person who renders professional
services, then Professional Liability Insurance to provide coverage against any
claim which the CONTRACTOR becomes legally obligated to pay as damages
arising out of the performance of professional services caused by any negligent
DocuSign Envelope ID: 6E599AB6-DDCD-43B5-A2BA-DB04CF5B073F
Land Management Assessment ‐ 8273
error, omission or act with minimum limits of $1,000,000.00 per claim,
$2,000,000.00 annual aggregate.
SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the
CONTRACTOR shall require each Subcontractor performing work under the
contract, at the Subcontractor's own expense, to maintain during the engagement
with the CITY, types and limits of insurance that are appropriate for the
services/work being performed, comply with all applicable laws and are
consistent with industry standards. The Subcontractor’s liability insurance shall
name CONTRACTOR as an additional insured.
(2) CONTRACTOR shall obtain and monitor the certificates of insurance from each
Subcontractor. CONTRACTOR must retain the certificates of insurance for the
duration of the contract and shall have the responsibility of enforcing insurance
requirements among its subcontractors. The CITY shall be entitled, upon
request and without expense, to receive copies of these certificates.
DocuSign Envelope ID: 6E599AB6-DDCD-43B5-A2BA-DB04CF5B073F
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton
Ethics Code, Ordinance 18-757.
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 6E599AB6-DDCD-43B5-A2BA-DB04CF5B073FExhibit D- CIQ
Berry, Dunn, McNeil & Parker, LLC, dba BerryDunn
X
6/2/2023
X
X
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
DocuSign Envelope ID: 6E599AB6-DDCD-43B5-A2BA-DB04CF5B073F
Certificate Of Completion
Envelope Id: 6E599AB6DDCD43B5A2BADB04CF5B073F Status: Completed
Subject: Please DocuSign: City Council Contract 8273 Land Management Assessment
Source Envelope:
Document Pages: 34 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
6/2/2023 1:53:02 PM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 6/2/2023 1:54:17 PM
Viewed: 6/2/2023 1:54:25 PM
Signed: 6/2/2023 1:55:47 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cori Power
Cori.Power@cityofdenton.com
Purchasing Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 6/2/2023 1:55:50 PM
Viewed: 6/2/2023 2:28:24 PM
Signed: 6/2/2023 2:30:55 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: 198.49.140.10
Sent: 6/2/2023 2:30:57 PM
Viewed: 6/2/2023 3:53:23 PM
Signed: 6/2/2023 3:57:44 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kevin Price
kprice@berrydunn.com
Principal
Berry Dunn McNeil & Parker, LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 69.49.157.66
Sent: 6/2/2023 3:57:46 PM
Viewed: 6/2/2023 4:35:44 PM
Signed: 6/2/2023 4:37:15 PM
Electronic Record and Signature Disclosure:
Accepted: 6/2/2023 4:35:44 PM
ID: 024d9211-ff50-4780-a98f-6c8f257d8101
Signer Events Signature Timestamp
Leisha Meine
leisha.meine@cityofdenton.com
Chief Technology Officer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.160.121.227
Signed using mobile
Sent: 6/2/2023 4:37:17 PM
Viewed: 6/2/2023 4:52:28 PM
Signed: 6/2/2023 4:53:20 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 6/2/2023 4:53:23 PM
Resent: 6/8/2023 3:37:46 PM
Viewed: 6/28/2023 8:55:23 AM
Signed: 6/28/2023 8:58:45 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 8:58:49 AM
Viewed: 6/28/2023 9:01:43 AM
Signed: 6/28/2023 9:01:56 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 9:01:59 AM
Viewed: 6/28/2023 10:36:26 AM
Signed: 6/28/2023 10:37:57 AM
Electronic Record and Signature Disclosure:
Accepted: 6/28/2023 10:36:26 AM
ID: 756ce927-f2b0-4784-bc83-4af973394f7f
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: 6/2/2023 1:55:49 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Lori Hewell
Lori.Hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/8/2023 3:37:44 PM
Viewed: 6/8/2023 5:09:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/2/2023 4:53:22 PM
Viewed: 6/8/2023 4:03:50 PM
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 10:38:00 AM
Viewed: 6/28/2023 10:44:49 AM
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 6/2/2023 1:54:17 PM
Envelope Updated Security Checked 6/6/2023 10:55:07 AM
Envelope Updated Security Checked 6/8/2023 3:37:44 PM
Envelope Updated Security Checked 6/8/2023 3:37:44 PM
Envelope Updated Security Checked 6/28/2023 8:58:05 AM
Certified Delivered Security Checked 6/28/2023 10:36:26 AM
Signing Complete Security Checked 6/28/2023 10:37:57 AM
Completed Security Checked 6/28/2023 10:38:00 AM
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
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Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Kevin Price, 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..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.