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23-1375ORDrNANCENO. 23-1375 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH THE CENTER FOR NONPROFIT MANAGEMENT, INC DBA CNM, FOR PROJECT EVALUATION AND NONPROFIT MANAGEMENT TRAININGFOR NONPROFIT AGENCY STAFF FOR THE COMMUNITY SERVICES DEPARTMENT;PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROViDrNG AN EFFECTIVE DATE (FILE 8275 – AWARDED TO THE CENTER FOR NONPROFITMANAGEMENT, INC. DBA CNM, rN THE NOT-TO-EXCEED AMOUNT OF $115,000.00). WHEREAS, The Center for Nonprofit Management, Inc., the professional services provider (the “Provider”) set forth in this ordinance, is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider’s profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is authorized to enter into the professional services contract attached hereto with The Center for Nonprofit Management, Inc., for project evaluation and nonprofit management training for nonprofit agency staff for the Community Services department. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein byreference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve !his ordinance was made by: FI:::i:dg To t e r; ! \ ][i / r (ISt i/xp, Beck and This ordinance was passed and approved by the Aye Nay Abstain Absent Mayor Gerard Hudspeth: 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: ,/ ,/ ,/ ,/-L U/1 PASSED AND APPROVF.D thi, th, 2 S - d,v of J.\y , 2023 MAYOR ATTEST: JESUS SALAZAR, CITY SECRETARY L\\\11111111 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed byMarcella Lunn DN: cn=Marcella Lunn, o, BY: _ MJurd_III\ ofdenton.com, c=USDate: 2023.07.11 11 :25:15 -05'OO' \dUMb::=iT:=F:S=puT;II@cjty DocuSign Envelope ID: BF5A5BD5-6CC4'+671-B73F-57966C2C8D74 Docusign City Council Transmittal Coversheet 8275PSA File Name NonProflt CapacIty Building Project P„chasi,g Co„tact GI'-Y B '-""=tt City Council Target Date JULY 25’ 2028 Piggy Back Option Contract Expiration Ordinance Not Applicab1 e N/A 23-1375 DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F-57966C2C8D74 PROFESSIONAL SERVICES AGREEMENTFOR CONSULTING SERVICESFILE 8275 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on 07/25/2023 , 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 The Center for Nonprofit Management, Inc. dbaCNM, with its corporate office at 6688 N. Central Expressway Ste. 1025, Dallas, TX 75206,hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatrves. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE ICONSULTANT AS INDEPENDENT CONSULTANT 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 toChapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent consultant 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 workin 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, NONPROFIT CAPACTIY BUILDING PROJECT, as described in Exhibit A, which is attached hereto and incorporated herein (the “Project”). ARTICLE IISCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 1 of 13 Contract 8275 DocuSign Envelope ID: BF5A5BD5-6CC4-+671-B73F-57966C2C8D74 A. B. To perform all those services set forth in CONSULTANT’s proposal, which proposal isattached hereto and made a part hereof as Exhibit A as if written word for word herein. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit A, which shall be attached to this Agreement and made a parthereof, C.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 termsand conditions of the attached exhibits or task orders. ARTICLE IIIADDITIONAL 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 asneeded, per rates included in Exhibit A. A. B. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. 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 orprosecution of claims disputes with Consultant(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 outsideof and in addition to this AGREEMENT. E. F. Visits to the site in excess of the number of trips included in Exhibit A. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 2 of 13 Contract 8275 DocuSign Envelope ID: BF5A5BD5-6CC>14671-B73F-57966C2C8D74 ARTICLE IVTIME 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 A. The contract shall remain effective for a period which mayreasonably 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 VCOMPENSATION A COMPENSATION TERMS : 1 2. “Subcontract Expense” is defIned as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. “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 fee estimate detail in Exhibit A 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 8115,000. INVOICING: Consulting Project: $7,500 Due Upon Executed Contract $7,500 Due Upon Completion of Consulting Project Training: $25,000 Due Upon Executed Contract $25,000 Due at End of Each 3 Training Sessions 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 City of Denton, TexasStandard Agreement for Professional ServicesRevised Date: 12/5/18 Page 3 of 13 Contract 8275 DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F-57966C2C8D74 in Article III “Additional Services,” without obtaining prior written authorization fromthe OWNER. C.ADDITIONAL SERVICES: For additional services authorized in writing by theOWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit A. 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 forservices 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, theCONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full allamounts 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 anydisputes within twenty-one (21) days of receipt of the invoice. E Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to thecontract 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 ofDenton 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 andpromptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VIIOWNERSHIP 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 andfurnished 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. City of Denton, TexasStandard Agreement for Professional ServicesRevised Date: 12/5/18 Page 4 of 1 3 Contract 8275 DocuSign Envelope ID: BF5A5BD&6CC44671-B73F-57966C2C8D74 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 VIIIINDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROMAND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES,LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTSAND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BYTHE OWNER. AND INCLUDING, WITHOUT LIMITATION, DAMAGES FORBODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE,RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THECONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEESINCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, ORPERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both atlaw or equity, to any claim, cause of action, or litigation filed by anyone not a party to thisAgreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IXINSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE XALTERNATIVE 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 otherparty to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XlTERMINATION 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. City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18Page 5 of 13 Contract 8275 DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F-57966C2C8D74 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 totermrnatron. 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 oftermination, 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 copiesof such documents for its use. ARTICLE XIIRESPONSIBILITY 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 otherwork; nor shall such approval be deemed to be an assumption of such responsibility by theOWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIIINOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: The Center for Nonprofit Management, Inc., dba CNMTina Weinfurther 6688 N. Central Expressway Ste. 1025 Dallas, TX 75206 City of Denton Purchasing Manager –File 827590 IB Texas Street Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 6 of 13 Contract 8275 DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F-57966C2C8D74 ARTICLE XIVENTIRE 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 inconnection with the subject matter hereof ARTICLE XVSEVERABILITY 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 provlslon.ARTICLE XVICOMPLIANCE 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 nowread or hereinafter be amended. ARTICLE XVIIDISCRIMINATION 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 XVIIIPERSONNEL 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 theOWNER. 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 authorizedand permitted under state and local laws to perform such services. City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 7 of 13 Contract 8275 DocuSign Envelope ID: BF5A5BD5-6CC4z1671-B73F-57966C2C8D74 ARTICLE XIXASSIGNABILITY 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 XXMODIFICATION 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 farther agree that the provisions of this section will notbe waived unless as set forth herein. ARTICLE XXIMISCELLANEOUS A The following exhibits are attached to and made a part of this Agreement: Exhibit A – Consultant’s Scope of Services Offer , Project Schedule & Fees Exhibit B – Consultant’s Insurance Requirements Exhibit C- 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, 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 Courtfor the Eastern District of Texas-Sherman Division. C.For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Tina Weinfurther and Wendy Ogren. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 8 of 13 Contract 8275 DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F-57966C2C8D74 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 suchsteps 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, anyother 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 asrequired for the CONSULTANT to perform services under this Agreement. F. G. 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. 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 XXIIINDEPENDENT CONSULTANT CONSULTANT shall provide services to OWNER as an independent consultant, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records andcomputations pertaining to this agreement. The CONSULTANT 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 CONSULTANT 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 recordswill 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 CONSULTANT which must be payable within five business days of receipt of an invoice. City of Denton, TexasStandard Agreement for Professional ServicesRevised Date: 12/5/18 Page 9 of 13 Contract 8275 DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F-57966C2C8D74 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 ofthe terms "books", "records", ’'documents" and "other evidence", as used above, shall beconstrued 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 227 1 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 aForeign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Consultant certifies that Contractor’s signature provides written verification to the City that Consultant, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI Prohibition on Contracts with Companies Boycotting Certain Energy Companies Consultant 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, Consultant certifies that Contractor’s signature provides written verification to the City that Consultant: (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 beconsidered a material breach. ARTICLE XXVII Prohibition on Contracts with Companies Boycotting Certain Firearm Entities andFirearm Trade Associations City of Denton, TexasStandard Agreement for Professional ServicesRevised Date: 12/5/18 Page 10 of 13 Contract 8275 DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F-57966C2C8D74 Consultant 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, Consultant certiftes that Consultant’s signature provides written verifIcation to the City that Consultant: (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 at 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 farther liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Consultant is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. ARTICLE XXIXCERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of theGovernment 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. 2 3 4 5. Log onto the State Ethics Commission Website at: https://www .ethics.state.tx.us/filinginfo/1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 11 of 13 Contract 8275 DocuSign Envelope ID: BF5A5BD5-6CC4-+671-B73F-57966C2C8D74 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 XXXPROHIBITION 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 solicitationshall 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 oremployee 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 Consultant shall render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date_ CONSUEPPApN#”Tina gIlBY CITY eFBBNTON, TEXASSHAHBY,LEYla®RdWS printed Name: T1 na Weinfurther CITY MANAGER Title. President and CEO ATTEST: JESUS SALAZAR, INTERIM CITYSECRETARY214-580-1726 PHONE NUMBER uocuDMia Dy: JaM S mDwe1 nfu rthe r@thecnm . org EMAIL ADDRESS APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY2023-1034997 TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER City of Denton, TexasStandard Agreement for Professional ServicesRevised Date: 12/5/18 Page 12 of 13 Contract 8275 DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F-57966C2C8D74 THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DwuSigned by: I DL,I=a, St..hI hNd/FUM. Danle11e Shaw PRINTED NAME D1 rector of Community ServicesTITLE Comrnun1 ty Serv1 ces DEPARTMENT City of Denton, Texas Standard Agreement for Professional ServicesRevised Date: 12/5/18 Page 13 of 13 Contract 8275 DocuSign Envelope ID: BF5A5BD5-6CC4-+671-B73F-57966C2C8D74 C NM Exhibit A CNM PROPOSAL FOR CITY OF DENTON Project Overview The City of Denton Community Development Division (City of Denton CDD) implements programs and projects that strengthen families and neighborhoods by partnering with human service agencies. The City of Denton CDD’s key focus area for safe, livable, and family friendly communities aligns well with the federal Housing and Urban Development (HUD) requirements and goals for safe, stable communities, including decent housing, a suitable living environment, and expanded economic opportunities. In 2020, the City of Denton created a Consolidated Plan that included the following focus areas: Affordable Housing, No Hunger, Good Health and Well-being, Family Stability, Special Needs, Making Homelessness Rare, Brief, and Nonrecurring, Transportation Access, and Economic Security, CNM’s mission is to strengthen communities by working with nonprofits and other stakeholders to focus on results through strategic management and data expertise and leading-edge technology because we believe communities thrive when committed stakeholders are equipped to tackle issues in a meaningful way. We are known throughout North Texas for partnering with nonprofit organizations and other stakeholders for over 40 years to advance nonprofit leadership, scale impact, and help the philanthropic community achieve its goals. The City of Denton Community Development Division has approached CNM to provide Outcomes and Evaluation Services, as well as Education Services. Information about our suggested approach to assist the City of Denton, timeline and deliverables, the CNM Team to be assigned, and fees are provided below. Suggested Approach Our suggested approach was developed based on information gathered from conversations between City of Denton and CNM, which determined that the City of Denton is in need of Outcomes and Evaluation Services for the Community Development Funding (CDF) application and Education Services in the form of management training for nonprofit leaders. First, we will describe how we might assist the City of Denton with its evaluation needs, then we will provide details about our Nonprofit Management Certificate Program for the training. Evaluation Project CNM will work with the City of Denton to create a Community Development Funding application that will align output and outcome measures around the social determinants of health framework and include common measures that will assist the City of Denton with streamlined tracking and reporting. The steps for how we might assist the City of Denton are described on the pages that follow. CNM will revise the current City of Denton CDF application, utilizing information provided by City staff, community feedback, and best practices and conduct application training for potential grantees. Page 11 b74DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F CNM Exhibit A Conduct Initial Meeting CNM will meet with the City of Denton Community Development Division to review the scope of workfor the project, discuss the project timeline (including deliverable dates), and gather information needed for CNM to revise the CDF application. Assumptions: The initial meeting witl take approximately one hour with a one hour follow- up meeting. Perform Funding Application Analysis CNM will review documentation and information regarding the City of Denton’s current funding application process. CNM will research best practices for similar applications to inform ourrecommendations. Assumptions: Reviewing documents and information from the City of Denton will take approximately one hour. Researching best practices and assessing how any may be applied to the City of Denton’s funding application process will take approximately twohours Gather Community Feedback CNM will also gather feedback from the Denton nonprofit community to inform CDF application revisions. Feedback will be collected through a survey given to nonprofit leaders. CNM will incorporate survey feedback into the creation of common measures and other revisions for the City of Denton’s funding application. Assumptions: Creating feedback collection tools will take approximately 10 hours. Gathering feedback from the community will take approximately 1 0 hours and aggregating the data collected will take approximately three hours. It will take approximately five hours to complete the revised grant application. This time may also include email and phone calls about the specifics of each measurement and necessary revisions. Develop Revised Fundinq Application CNM will work with the City of Denton to create a revised funding application for community nonprofitsthat will: • Align with the City of Denton’s strategic focus on the social determinants of health framework • Provide options for common measures for each area of emphasis • Maintain current required output measures, as required by funders Assumptions: it will take approximately five hours to complete the revised grant application. This time may also include email and phone calls about the specifics of each measurement and necessary revisions based on feedback from City of Denton staff. Page 12 DocuSign Envelope ID: BF5A5BD5-6CC44+671-B73F-57966C2C8D74 CNM Exhibit A Develop and Conduct Grantee Training Following the activities described above, CNM will develop and provide training to potential grantees. This training will cover the importance of outcomes and how to create them, which will lead to more complete and higher quality funding applications. Training will occur in person at a time and place convenient for the City of Denton staff and potential grantees. Assumptions: Creating a training for potential grantees on best practices in creating outputs and outcomes will take approximately 1 2 hours. Conducting the training including follow-up with participants will take approximately three hours. Nonprofit Management Training CNM will organize and deliver its Nonprofit Management Certificate Program (NMCP) for up to four cohorts of nonprofit leaders. Each cohort can have up to 20 attendees made up of City of Denton partners. It is anticipated that CNM will have the current contracted instructors for NMCP serve as the instructors for the City of Denton project, provided that they are available. If not, CNM will identify other instructors to develop the course content. Conduct Initial Planning Meeting CNM will meet with the City of Denton to identify and learn about their partners and their expectations for the training. Following the initial planning meeting, CNM will work with the City of Denton to notify the selected partners about the program and coordinate their participation. It is anticipated that theNMCP cohorts will be hosted at a convenient location in Denton. Facilitate Nonprofit Manaqement Training CNM will deliver seven full-day sessions from 9:00am to 4:00pm for up to 20 attendees at the chosen location. The topics to be covered in this program are listed below. • • • • • Nonprofit Sector, Board Governance, and Strategic Planning: Details on the nonprofit sector as an industry, basics of board governance, and processes related to strategic planning Financial Management: Best practices for nonprofit accounting structures and statutes, accountability, internal controls, financial risk management, budgeting, and role of technology Fund Development: Essentials to finding and cultivating financial resources that support delivering on the organization's mission Branding, Marketing, and PR: Basic elements of branding and marketing process including messaging, marketing plan, social media, and media relations Program Planning, Evaluation, and Outcomes: Programmatic components of nonprofit operations, including agency's mission, and how to measure outcomes and communicate impact Page 13 174DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F-57:CNM Exhibit A • • Human Resources and Volunteer Management: Essentials for employment law, procedures, and hiring processes, as well as best practices for volunteer recruitment, retention, and risk management Risk Management and Legal Structures: Strategies and tools to ensure preparation for threat, and legal structures/practices to protect nonprofits and ensure operational efficiency Prior to conducting the NMCP, CNM will administer a survey to assess the partners’ level of knowledge for purposes of incorporating their feedback into the program design and delivery. Upon completion of the NMCP, partners will be asked for their feedback about the program, including degree to which it increased their knowledge, and the organizational impact they expect after applying what they have learned. Timeline and Deliverables Project timelines will be confirmed at the initial meeting. We expect the Evaluation Project to start in July, assuming approval by the City of Denton by June 30, 2023, and to complete the Project by November 30, 2023. The deliverables for the Evaluation Project will be: • One revised CDF funding application • One nonprofit leader survey • One report of information gathered through nonprofit leader feedback • Training for nonprofit staff who will be completing the CDF application We expect the Training to be conducted as follows: • First Certificate Program delivered by December 31, 2023 • Second, Third, and Fourth Certificate Programs to be delivered over the course of 2024. The deliverables for the Training will be: • Up to four NMCP cohorts, consisting of seven full-day sessions for up to 80 total partners • Materials for each session of the Nonprofit Management Certificate Program • Certificates for all nonprofit leaders who complete the program CNM Team CNM will utilize a mix of internal and external instructors for the Nonprofit Management Certificate Program. Education Services will be managed by: • Tina Weinfurther, President and CEO The Outcomes and Evaluation staff assigned to the project will be: •Wendy Ogren, Vice President of Services Page 14 DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F-57966C2C8D74 CNM Exhibit A Tina Weinfurther Tina Weinfurther joined CNM in 2014 with extensive experience in both the social and private sectors. As President and CEO, she works to strengthen communities by connecting nonprofits, corporations and other stakeholders where their social priorities intersect and engaging them in addressing issues through a laser-like focus on results. Before coming to CNM, Tina was Vice President of Leadership Development for Big Brothers Big Sisters of America. She also founded the organization-effectiveness consulting firm, Benchmarx Solutions, where she advised nonprofits on strategy leading to stronger relationships with supporters and long-term growth. Previously, Tina was Senior Vice President of Corporate Strategy at Saba Software and President and CEO of TNS Prognostics, a global customer satisfaction research, software and consulting firm.Tina’s management consulting experience includes National Practice Director for Alexander & Alexander Consulting Group, and Corporate Director of Account Management with Watson Wyatt Worldwide. She gained her initial experience with GTE’s Financial Associate Development Program. Tina has served on the Board of The First Tee of San Francisco, a youth development organization and also volunteered as an Account Director with the Taproot Foundation. She earned a Bachelor of Science in Accounting from Fairfield University, a Jesuit college in Fairfield, Connecticut. Wendy Oqren Wendy Ogren came to CNM in 2022 with over 30 years of experience working with nonprofits and congregations on program development, implementation, and evaluation. Her work has seen her leading teams of internal and external stakeholders in children and family services, food insecurity, and early learning spaces. She is currently responsible for quality service delivery for CNM partners. Before coming to CNM, Wendy served as the VP of Early Childhood Programs at ChildCareGroup, where she was responsible for providing high quality early learning experiences for approximately 1,500 low-income children through three service models. Previously, Wendy worked at Second Harvest Heartland, a large food bank in St. Paul, MN, where she led outreach programs for food insecure populations and capacity building efforts for community partners. Wendy holds a Bachelor of Arts in Christian Ministry and a Master of Science in Christian Ministry from Abilene Christian University in Abilene, Texas. Page 15 DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F CNM Exhibit A Fees The following table outlines the total fees. Itemized Fees Amount Comments Revise City of Denton application Collect community feedback to informrevisions and create common measures Develop and conduct grantee training Provide training for up to 80 partnersincluding instructor fees for contentdesign and delivery, and CNM programmanagement Evaluation Project $15,000 Four NonprofitManagement CertificatePrograms 100,000 $115,000Total Amount Due Both projects will begin upon execution of a Services Agreement. The schedule for payment of invoices for both projects will be as follows: • • • • • Upon receiving an Executed Contract, an invoice will be issued for $32,500 as follows: o Evaluation Project: $7,500 o Training Project – First Certificate Program: $25,000 Upon completion of the Evaluation Project, an invoice will be issued for $7,500. Upon completion of the Training Project – Second Certificate Program, an invoice will be issued for $25,000. Upon completion of the Training Project – Third Certificate Program, an invoice will be issued for$25,000. Upon completion of the Training Project – Fourth Certificate Program, an invoice will be issued for $25,000. Page 16 DocuSign Envelope ID: BF5A5BD5-6CC4-;671-B73F-57966C2C8D74 Exhibit B CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS 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 disqualiBed from award of the contract. Upon c on tract award, aU ins u ran c e 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 andaccepted 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 thePurchasing 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 submittedwith 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+ or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, Nonprofit Capacity Building Project– 8275 DocuSign Envelope ID: BF5A5BD5-6CC4J1671-B73F-57966C2C8D74 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, Employeesand volunteers. 0 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. e Cancellation: City reqaires 30 day written notice should any of the policies described on the certifIcate be cancelled or materially changed before the expirationdate •Should any of the required insurance be provided under a claim 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 thatoccurrences 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 speci$cations, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: A. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Nonprofit Capacity Building Project– 8275 DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F-57966C2C8D74 Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors, and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. B. WORKERS’ COMPENSATION and EMPLOYERS LIABILITY INSURANCE Workers’ Compensation within the regulations of the Texas Workers’ Compensation Act. The minimum policy limits for Employers Liability are: Bodily Injury by Accident: $100,000.00 Each Accident Bodily Injury by Disease: $100,000.00 Each Employee Bodily Injury by Disease: $500,000,000.00 Policy LimitNOTES : If CONTRACTOR will not be providing services under the contract at a City facility, has no employees and/or is operating as a sole owner and single operator, CONTRACTOR shall provide a signed letter, with the current date, on official letterhead stating such to meet the requirement. a b.If CONTRACTOR is a non-subscriber or is self-insured CONTRACTOR shall provide a copy of its Certificate of Authority to Self-Insure from the Texas Department of Insurance, Division of Workers’ Compensation Self Insurance Regulation Program, evidence of alternative coverage and internal safety and injury coverage policies and procedures. 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 applicablelaws 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 eachSubcontractor. 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 copiesof these certificates Nonprofit Capacity Building Project– 8275 DocuSign Envelope ID: BF5A5BD$6CC44671-B73F-57966C2C8Q7'4-- - –-'’-’--- -–’ –’ -' --––- -–– - --' - –’ -- -’ ----–--EXHIBIT C-CIQ CONFLICT OF INTEREST QUESTIONNAIRE -For vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics 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 th.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.misdemeanor.a W THE CENTER FOR NONPROFIT MANAGEMENT, INC dba CNM An offense under this section is a 2 [X]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 dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d Name of local go„ernment officer about whom the information in this section is being disclosed. City of Denton 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 becompleted for each officer with whom the vendor has an employment or other business relationship as cleaned 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 A 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?a 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 officcr or director, or holds an ownership of one percent or more?n Yes B No D.Describe each employment or business and family relationship with the local government officer named in this section. 4 5 LJ I have no Conflict of Interest to disclose. 6/29/2023 Mr ;iness with the governmental entity Date DocuSign Envelope ID: BF5A5BD5-6CC44671-B73F-57966C2C8D74 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 1 76.htm. For easyreference, 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 govemmental 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) apurchase 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) Alocal 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 S2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local govemmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the varckJC (B) has given to the local government officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore 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 q 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 memberofthe 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 dayafter 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 govemmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local govemmental 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 goverIIment officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3'a 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 Conunission 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 (850.00) per gift, or multiple gift 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. -orm provided by Texas Ethics Commission www. ethics.state . tx. us Revised 11/30/2015 Ekx:uSign Certificate Of Completion Envelope Id: BF5A5BD56CC44671 B73F57966C2C8D74 Subject: Please DocuSign: City Council Contract 8275 NonProfit Capacity Building Project Source Envelope: Status: Completed Document Pages: 25 Certificate Pages: 6 Signatures: 6 Initials: 1 Envelope Originator: AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Ginny Brummett 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 6/27/2023 8:48:10 AM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 6/27/2023 9:03:32 AM Viewed: 6/27/2023 9:03:44 AM Signed: 6/27/2023 9:04:00 AM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 6/27/2023 9:04:03 AM Viewed : 6/27/2023 12:38:22 PM Signed: 6/27/2023 12:38:49 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 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) •DocuSigned br IhLArtLLhLAwul,4B070831B4AA438. Sent: 6/27/2023 12:38:51 PM Viewed: 6/28/2023 4:18:45 PM Signed: 6/28/2023 4:23:06 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Tina Weinfurther weinfurther@thecnm.org Security Level: Email, Account Authentication(None) Sent: 6/28/2023 4:23:09 PM Resent: 6/29/2023 10:26:45 AM Viewed: 6/29/2023 10:27:04 AM Signed: 6/29/2023 10:29:46 AMSignature Adoption: Pre-selected Style Using IP Address: 66.64.22.115 Electronic Record and Signature Disclosure:Accepted: 6/29/2023 10:04:14 AMID:5clc15b3-18b14c93-8d16-985210167el 8 Signer Events Danielle Shaw Danielle.Shaw@cityofdenton.com Director of Community Services Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 6/29/2023 10:29:49 AM Viewed: 6/29/2023 1 :37:39 PM Signed: 6/29/2023 1:38:32 PM Signature Adoption: Pre-selected Style Using IP Address: 47.188.93.107 Electronic Record and Signature Disclosure:Accepted: 6/29/2023 1 :37:39 PMID: ddab16f5-5c72Jj233-a8c4-e494f9063 1 fa Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 6/29/2023 1:38:35 PM Viewed: 7/26/2023 8:05:56 AM Signed: 7/26/2023 8:06:25 AMUsing IP Address: 198.49.140.104 Sara Hensley sara .hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 7/26/2023 8:06:28 AM Viewed: 7/26/2023 8:21 :33 AM Signed: 7/26/2023 8:22:07 AM Signature Adoption: Pre-selected Style Using IP Address: 107.77.222.19 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton,corn Security Level: Email, Account Authentication(None) Sent: 7/26/2023 8:22:10 AM Viewed: 7/26/2023 12:13:42 PM Signed: 7/26/2023 12:15:36 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 7/26/2023 12:13:42 PMID: d5e02e94-42362le4e-ae88-acbfaOe6f95a In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 6/27/2023 9:04:02 AM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 6/29/2023 1 :38:35 PM Viewed: 7/5/2023 1 :24:52 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 7/26/2023 12:15:38 PM Viewed: 7/26/2023 1 :54:04 PM Courtney Douangdara courtney.douangdara@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Accepted: 7/20/2023 4:14:50 PMID: a4f4b2cf-5d31 4920-9796-dd9bf57c1 35d Sent: 7/26/2023 12:15:40 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Envelope Updated Certified Delivered Signing Complete Completed Status Timestamps 6/27/2023 9:03:32 AM 6/29/2023 10:24:55 AM 7/26/2023 12:13:42 PM 7/26/2023 12:15:36 PM 7/26/2023 12:15:40 PM Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Tina Weinfurther, Danielle Shaw, Jesus Salazar, Courtney Douangdara ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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