24-545ORDINANCE NO. 24-545
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH E BROOKE ASSOCIATES LLC, FOR PROJECTS RELATEDTO SITE PLANNING AND PARKS AND TRAILS DESIGN SERVICES FOR THE CITY OFDENTON FOR THE PARKS AND RECREATION DEPARTMENT AS SET FORTH IN THE
CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE (RFQ 7850-olo – PROFESSIONAL SERVICESAGREEMENT FOR DESIGN SERVICES AWARDED TO E BROOKE ASSOCLATES LLC, FOR
ONE (1) YEAR, WITH THE OPTION FOR FOUR (4) ADDITIONAL ONE (1) YEAREXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF
$ 1 ,000,000.00).
WHEREAS, on February 1, 2022, the City Council approved a pre-qualified professional
services list of state certified firms to provide landscape architectural services as needed for projects
for the Parks and Recreation Department (Ordinance 22- 192), and the professional services provider
(the “Provider”) mentioned in this ordinance is being selected as the most highly qualified on the
basis of its demonstrated competence and qualifications to perform the proposed professional
services; and
WHEREAS, this procurement was undertaken as part of the City’s governmental function;
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 hereby authorized to enter into an
agreement with E Brooke Associates LLC, to provide professional design services for the City of
Denton, a copy of which is attached hereto and incorporated by reference herein.
SECTION 2. The City Manager, or their designee, is authorized to expend fbnds as required
by the attached contract.
SECTION 3. 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 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 motio/l to a2provF this ordinance was made by BriAn 86 dh and
seconded by dahl IS y rd . This ordinance was passed and approved by thefollowing vote K - A :
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:
7
LJ
/
PASSED AND APPROVED this the A:d,y ,f march , 2024
ATTEST:
JESUS SALAZAR, CITY SECRETARY W66A;V'hlb&a EII Feeele)}:aAPPROVED AS TO LEGAL FORM:
MACK RETNWAND, CITY ATTORNEY
Eg:dIyiTuID{gi i:Ii o::::s a n d
BY: I X . Groups, ou=General Government.
Date: 2024.02.28 17:13:13 -06'OO'
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bETTON
Docusign City Council Transmittal Coversheet
7850-010PSA
File Name I Parks & Tra11s, Slte Plannlng and Desig
PurchasingContact Erlca Garcla
City Cou„,iITarg,t Date MARCH 19’ 2024
Not Applicab1 ePiggy Back Option
Contract Expiration
Ordinance
n
MARCH 19, 2029
24-545
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STANDARD AGREEMENT FOR LANDSCAPE ARCHITECTURAL RELATED
PROFESSIONAL SERVICES 7850-010
This AGREEMENT is between the City of Denton, a Texas home-rule municipality
("CIW"), and E Brooke Associates LLC with its corporate office at 3841 New Hope Road,Aubrey, TX 76227, and authorized to do business in Texas, ("LANDSCAPE
ARCHITECT"), for a PROJECT generally described as: Parks & Trails Site Planning &
Design Services (the "PROJECT").
SECTION 1
Scope of Services
A. The CITY hereby agrees to retain the LANDSCAPE ARCHITECT, and the
U\NDSCAPE ARCHITECT hereby agrees to perform, professional architecturalservices set forth in the CITY’s Scope of Services attached hereto as Attachment A.
These services shall be performed in connection with the PROJECT.
B. Additional services, if any, will be requested in writing by the CITY. CITY shall notpay for any work performed by LANDSCAPE ARCHITECT or its consultants,
subcontractors and/or suppliers that has not been ordered in advance and in writing.It is specifically agreed that LANDSCAPE ARCHITECT shall not be compensated forany additional work resulting from oral orders of any person.
SECTION 2
Compensation and Term of Agreement
A. The LANDSCAPE ARCHITECT shall be compensated for all services providedpursuant to this AGREEMENT in an amount not to exceed $1,000,000.00 in themanner and in accordance with the fee schedule as set forth in Attachment A.
Payment shall be considered full compensation for all labor, materials, supplies, and
equipment necessary to complete the services described in Attachment A.
B. The contact term will be one (1) year, effective form the date of the award. The Cityand Landscape Architect shall have the option to renew this contract for an additional
four (4) one-year periods.
The Contract shall commence upon the issuance of the Notice of Award by the City ofDenton and shall automatically renew each year, from the date of award by CityCouncil. The Landscape Architects request to not renew the contract must besubmitted in writing to the Purchasing Manger at least 60 days prior to the contractrenewal dater for each year. At the sole option of the City of Denton, the Contract maybe further extended as needed, not to exceed a total of six (6) months.
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SECTION 3
Terms of Payment
Payments to the LANDSCAPE ARCHITECT will be made as follows:
A. Invoice and Payment
(1) The Landscape Architect shall provide the City sufficient documentation,
including but not limited to meeting the requirements set forth in the PROJECT
schedule as set forth in Attachment A to reasonably substantiate the invoices.
(2) The LANDSCAPE ARCHITECT will issue monthly invoices for all workperformed under this AGREEMENT. Invoices for the uncontested performance
of the particular services are due and payable within 30 days of receipt by City.
(3) Upon completion of services enumerated in Section 1, the final payment of anybalance for the uncontested performance of the services will be due within 30
days of receipt of the final invoice.
(4) in the event of a disputed or contested billing, only that portion so contested will
be withheld from payment, and the undisputed portion will be paid. The CITYwill exercise reasonableness in contesting any bill or portion thereof. No
interest will accrue on any contested portion of the billing until mutually resolved .
(5) if the CITY fails to make payment in full to LANDSCAPE ARCHITECT forbillings contested in good faith within 60 days of the amount due, theLANDSCAPE ARCHITECT may, after giving 7 days' written notice to CITY,suspend services under this AGREEMENT until paid in full. In the event of
suspension of services, the LANDSCAPE ARCHITECT shall have no liability toCITY for delays or damages caused the CITY because of such suspension ofservices
SECTION 4
Obligations of the LANDSCAPE ARCHITECT
A. General
The LANDSCAPE ARCHITECT will serve as the CITY's professional architectrepresentative under this AGREEMENT, providing professional architectural consultationand advice and furnishing customary services incidental thereto.
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B. Standard of Care
The LANDSCAPE ARCHITECT shall perform its services:
(1) with the professional skill and care ordinarily provided by competent architectspracticing in the same or similar locality and under the same or similar
circumstances and professional license; and
(2) as expeditiously as is prudent considering the ordinary professional skill andcare of a competent architect.
C. Subsurface Investigations
(1) The LANDSCAPE ARCHITECT shall advise the CITY with regard to the
necessity for subcontract work such as special surveys, tests, test borings, or
other subsurface investigations in connection with design and architectural workto be performed hereunder. The LANDSCAPE ARCHITECT shall also advisethe CITY concerning the results of same. Such surveys, tests, and
investigations shall be furnished by the CITY, unless otherwise specified inAttachment A.
(2) in soils, foundation, groundwater, and other subsurface investigations, theactual characteristics may vary significantly between successive test points and
sample intervals and at locations other than where observations, exploration,and investigations have been made. Because of the inherent uncertainties in
subsurface evaluations, changed or unanticipated underground conditions mayoccur that could affect the total PROJECT cost and/or execution. These
conditions and cost/execution effects are not the responsibility of theLANDSCAPE ARCHITECT.
D. Preparation of Architectural Drawings
The LANDSCAPE ARCHITECT will provide to the CITY the original drawings of all plansin ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwiseapproved by CITY, which shall become the property of the CITY. CITY may use suchdrawings in any manner it desires; provided, however, that the LANDSCAPE ARCHITECTshall not be liable for the use of such drawings for any project other than the PROJECTdescribed herein. The transfer of copyright interest or ownership of Documents shall not
extent to Consultant’s standard details, standard features of overall design, functional
elements of overall design or individual aspects and components the Consultant hasdeveloped and/or used previously on other projects.
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E. Architect's Personnel at Construction Site
(1) The presence or duties of the LANDSCAPE ARCHITECT 's personnel at a
construction site, whether as on-site representatives or otherwise, do not makethe LANDSCAPE ARCHITECT or its personnel in any way responsible for thoseduties that belong to the CITY and/or the CITY's construction contractors or
other entities, and do not relieve the construction contractors or any other entity
of their obligations, duties, and responsibilities, including, but not limited to, allconstruction methods, means, techniques, sequences, and procedures
necessary for coordinating and completing all portions of the construction workin accordance with the AGREEMENT Documents and any health or safetysuch construction work. The LANDSCAPEbyprecautions requiredARCHITECT and its personnel have no authority to exercise any control overany construction contractor or other entity or their employees in connection with
their work or any health or safety precautions.
(2) Except to the extent of specific site visits expressly detailed and set forth inAttachment A, the LANDSCAPE ARCHITECT or its personnel shall have no
obligation or responsibility to visit the construction site to become familiar with
the progress or quality of the completed work on the PROJECT or to determine,general, if the work on the PROJECT is being performed in a mannerin
indicating that the PROJECT, when completed, will be in accordance with the
AGREEMENT Documents, nor shall anything in the AGREEMENT Documentsthis AGREEMENT between CITY and LANDSCAPE ARCHITECT beorconstrued as requiring LANDSCAPE ARCHITECT to make exhaustive orcontinuous on-site inspections to discover latent defects in the work orotherwise check the quality or quantity of the work on the PROJECT. If the
LANDSCAPE ARCHITECT makes on-site observation(s) of a deviation from theAGREEMENT Documents. the LANDSCAPE ARCHITECT shall inform theCITY
(3) When professional certification of performance or characteristics of materials,systems or equipment is reasonably required to perform the services set forth in
the Scope of Services, the LANDSCAPE ARCHITECT shall be entitled to rely
upon such certification to establish materials, systems or equipment andperformance criteria to be required in the AGREEMENT Documents.
F. Opinions of Probable Cost, Financial Considerations, and Schedules
(1) The LANDSCAPE ARCHITECT shall provide opinions of probable costs basedon the current available information at the time of preparation, in accordancewith Attachment A.
(2) in providing opinions of cost, financial analyses, economic feasibility projections,and schedules for the PROJECT, the LANDSCAPE ARCHITECT has no control
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over cost or price of labor and materials; unknown or latent conditions of
existing equipment or structures that may affect operation or maintenancecosts; competitive bidding procedures and market conditions; time or quality ofperformance by third parties; quality, type, management, or direction ofoperating personnel; and other economic and operational factors that maymaterially affect the ultimate PROJECT cost or schedule. Therefore, theLANDSCAPE ARCHITECT makes no warranty that the CITY's actual
PROJECT costs, financial aspects, economic feasibility, or schedules will not
vary from the LANDSCAPE ARCHITECT ’s opinions, analyses, projections, orestimates.
G. Construction Progress Payments
Recommendations by the LANDSCAPE ARCHITECT to the CITY for periodic constructionprogress payments to the construction contractor will be based on the LANDSCAPE
ARCHITECT 's knowledge, information, and belief from selective sampling andobservation that the work has progressed to the point indicated. Such recommendationsdo not represent that continuous or detailed examinations have been made by theLANDSCAPE ARCHITECT to ascertain that the construction contractor has completed thework in exact accordance with the AGREEMENT Documents; that the final work will be
acceptable in all respects; that the LANDSCAPE ARCHITECT has made an examinationto ascertain how or for what purpose the construction contractor has used the moneys
paid; that title to any of the work, materials, or equipment has passed to the CITY free andclear of liens, claims, security interests, or encumbrances; or that there are not othermatters at issue between the CITY and the construction contractor that affect the amount
that should be paid.
H. Record Drawings
Record drawings, if required, will be prepared, in part, on the basis of information compiledand furnished by others, and may not always represent the exact location, type of variouscomponents, or exact manner in which the PROJECT was finally constructed. TheLANDSCAPE ARCHITECT is not responsible for any errors or omissions in the
information from others that is incorporated into the record drawings.
I. Right to Audit
(1) LANDSCAPE ARCHITECT agrees that the CITY shall, until the expiration offive (5) years after final payment under this AGREEMENT, have access to and
the right to examine and photocopy any directly pertinent books, documents,papers and records of the LANDSCAPE ARCHITECT involving transactions
relating to this AGREEMENT. LANDSCAPE ARCHITECT agrees that the CITYshall have access during normal working hours to all necessary LANDSCAPE
ARCHITECT facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this
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section. The CITY shall give LANDSCAPE ARCHITECT reasonable advancenotice of intended audits.
(2) LANDSCAPE ARCHITECT further agrees to include in all its subconsultantagreements hereunder a provision to the effect that the subconsultant agreesthat the CITY shall, until the expiration of five (5) years after final paymentunder the subcontract, have access to and the right to examine and photocopy
any directly pertinent books, documents, papers and records of suchsubconsultant, involving transactions to the subcontract, and further, that the
CITY shall have access during normal working hours to all subconsultantfacilities, and shall be provided adequate and appropriate work space, in orderto conduct audits in compliance with the provisions of this section together withsubsection (3) hereof. CITY shall give subconsultant reasonable advance noticeof intended audits.
(3) LANDSCAPE ARCHITECT and subconsultant agree to photocopy such
documents as may be requested by the CITY. The CITY agrees to reimburseLANDSCAPE ARCHITECT for the cost of copies at the rate published in theTexas Administrative Code in effect as of the time copying is performed.
J. INSURANCE
Respondent’s attention is directed to the insurance requirements below. It is highlyrecommended that respondents confer with their respective insurance carriers orbrokers to determine in advance of Proposal/Bid submission the availability ofinsurance certificates and endorsements as prescribed and provided herein. If an
apparent low respondent fails to comply strictly with the insurance requirements, thatrespondent may be disqualified from award of the contract. Upon contract
award , all insurance requirements shall become contractualobligations, which the successful contractor shall have a duty to maintain throughoutthe course of this contract.
STANDARD PROVISIONS :
Without limiting any of the other obligations or liabilities of theContractor, the Contractor shall provide and maintain until the contracted workhas been completed and accepted by the City of Denton, Owner, the minimuminsurance coverage as indicated hereinafter.
As soon as practicable after notification of contract award, Contractor shall filewith the Purchasing Department satisfactory certificates of insurance includingany applicable addendum or endorsements, containing the contract number andtitle of the project. Contractor may, upon written request to the PurchasingDepartment, ask for clarification of any insurance requirements at any time;however, Contractors are strongly advised to make such requests prior toproposal/bid opening, since the insurance requirements may not be modified
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or waived after proposal/bid opening unless a written exception has beensubmitted with the proposal/bid. Contractor shall not commence any workor deliver any material until he or she receives notification that the contract hasbeen accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of theserequirements shall comply with the following general specifications, and shallbe maintained in compliance with these general specifications throughout theduration 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. Ifrequested 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 paymentof losses and related investigations, claim administration and defenseexpenses.
• Liability policies shall be endorsed to provide the following:
o Name as Additional Insured the City of Denton, its Officials, Agents,Employees, and volunteers.
o That such insurance is primary to any other insurance available to theAdditional Insured with respect to claims covered under the policy andthat this insurance applies separately to each insured against whomclaim 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 thepolicies described on the certificate be cancelled or materially changedbefore 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 thiscontract and, without lapse, for a period of three years beyond the contractexpiration, such that occurrences arising during the contract term which give riseto 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
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legal defense costs to be included in the general annual aggregate limit, theContractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
•Should any required insurance lapse during the contract term, requests forpayments originating after such lapse shall not be processed until the Cityreceives 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 shalladditionally comply with the following specifications, and shall be maintained incompliance with these additional specifications throughout the duration of theContract, or longer, if so noted:
A. PROFESSIONAL LIABILITY INSURANCE
If LANDSCAPE ARCHITECT is a licensed or certified person who renders
professional services, then Professional Liability Insurance to provide
coverage against any claim which the LANDSCAPE ARCHITECT becomeslegally obligated to pay as damages arising out of the performance ofprofessional services caused by any negligent error, omission or act with
minimum limits of $500,000 per claim, $500,000 annual aggregate.
SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the LANDSCAPEARCHITECT, the LANDSCAPE ARCHITECT shall require each Subcontractorperforming work under the contract, at the Subcontractor’s own expense, tomaintain during the engagement with the CITY, types and limits of insurance thatare appropriate for the services/work being performed, comply with all applicable
laws and are consistent with industry standards. The Subcontractor’s liabilityinsurance shall name LANDSCAPE ARCHITECT as an additional insured.
(2) LANDSCAPE ARCHITECT shall obtain and monitor the certificates of insurancefrom each Subcontractor. LANDSCAPE ARCHITECT must retain the certificates of
insurance for the duration of the contract and shall have the responsibility ofenforcing insurance requirements among its subcontractors. The CITY shall be
entitled, upon request and without expense, to receive copies of these certificates.
K. Independent Consultant
The LANDSCAPE ARCHITECT agrees to perform all services as an independentconsultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of
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respondeat superior shall not apply.
L. Disclosure
The LANDSCAPE ARCHITECT acknowledges to the CITY that it has made full disclosure
in writing of any existing conflicts of interest or potential conflicts of interest, including
personal financial interest, direct or indirect, in property abutting the proposed PROJECTand business relationships with abutting property cities. The LANDSCAPE ARCHITECT
further acknowledges that it will make disclosure in writing of any conflicts of interest that
develop subsequent to the signing of this AGREEMENT and prior to final payment underthe AGREEMENT.
M. Asbestos or Hazardous Substances
(1) if asbestos or hazardous substances in any form are encountered or suspected,
the LANDSCAPE ARCHITECT will stop its own work in the affected portions of
the PROJECT to permit testing and evaluation.
(2) if asbestos or other hazardous substances are suspected, the CITY mayrequest the LANDSCAPE ARCHITECT to assist in obtaining the services of aqualified subcontractor to manage the remediation activities of the PROJECT.
N. Permitting Authorities - Design Changes
If permitting authorities require design changes so as to comply with published designcriteria and/or current architectural practice standards which the LANDSCAPEARCHITECT should have been aware of at the time this AGREEMENT was executed, the
LANDSCAPE ARCHITECT shall revise plans and specifications, as required, at its owncost and expense. However, if design changes are required due to the changes in the
permitting authorities' published design criteria and/or practice standards criteria which are
published after the date of this AGREEMENT which the LANDSCAPE ARCHITECT couldnot have been reasonably aware of, the LANDSCAPE ARCHITECT shall notify the CITYof such changes and an adjustment in compensation will be made through an amendmentto this AGREEMENT.
O. Schedule
LANDSCAPE ARCHITECT shall manage the PROJECT in accordance with the scheduledeveloped per Attachment A to this AGREEMENT.
P. Equal Opportunity
(1) Equal Employment Opportunity: LANDSCAPE ARCHITECT andLANDSCAPE ARCHITECT’s agents shall engage in any discriminatoryemployment practice. No person shall, on the grounds of race, sex, sexual
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orientation, age, disability, creed, color, genetic testing, or national origin, berefused the benefits of, or be otherwise subjected to discrimination under anyactivities resulting from this AGREEMENT.
(2) Americans with Disabilities Act (ADA) Compliance: LANDSCAPEARCHITECT and LANDSCAPE ARCHITECT’s agents shall not engage in anydiscriminatory employment practice against individuals with disabilities asdefined in the ADA.
SECTION 5
Obligations of the City
A. City-Furnished Data
LANDSCAPE ARCHITECT may rely upon the accuracy, timeliness, and completeness ofthe information provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the LANDSCAPE ARCHITECT as required
for the LANDSCAPE ARCHITECT 's performance of its services. The CITY will perform,
at no cost to the LANDSCAPE ARCHITECT, such tests of equipment, machinery,pipelines, and other components of the CITY's facilities as may be required in connectionwith the LANDSCAPE ARCHITECT 's services. The CITY will be responsible for all acts ofthe CITY's personnel.
C. Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and
pay for all advertisements for bids; permits and licenses required by local, state, or federalauthorities; and land, easements, rights-of-way, and access necessary for theLANDSCAPE ARCHITECT 's services or PROJECT construction.
D. Timely Review
The CITY will examine the LANDSCAPE ARCHITECT 's studies, reports, sketches,drawings, specifications, proposals, and other documents; obtain advice of an attorney,insurance counselor, accountant, auditor, bond and financial advisors, and other
consultants as the CITY deems appropriate; and render in writing decisions required bythe CITY in a timely manner in accordance with the PROJECT schedule prepared inaccordance with Attachment A.
E. Prompt Notice
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The CITY will give prompt written notice to the LANDSCAPE ARCHITECT whenever CITYobserves or becomes aware of any development that affects the scope or timing of theLANDSCAPE ARCHITECT 's services or of any defect in the work of the LANDSCAPEARCHITECT or construction contractors.
F. Asbestos or Hazardous Substances Release.
(1) CITY acknowledges LANDSCAPE ARCHITECT will perform part of the work
at CITY's facilities that may contain hazardous materials, including asbestoscontaining materials, or conditions, and that LANDSCAPE ARCHITECT hadno prior role in the generation, treatment, storage, or disposition of such
materials. In consideration of the associated risks that may give rise to claimsby third parties or employees of City, City hereby releases LANDSCAPEARCHITECT from any damage or liability related to the presence of suchmaterials.
(2) The release required above shall not apply in the event the discharge, releaseor escape of hazardous substances, contaminants, or asbestos is a result ofLANDSCAPE ARCHITECT’s negligence or if LANDSCAPE ARCHITECT bringssuch hazardous substance, contaminant or asbestos onto the PROJECT.
G. Contractor Indemnification and Claims
The CITY agrees to include in all construction contracts the provisions of Article IV.E.
regarding the LANDSCAPE ARCHITECT 's Personnel at Construction Site, and provisionsproviding for contractor indemnification of the CITY and the LANDSCAPE LANDSCAPE
for contractor's negligence.
H. Contractor Claims and Third-Party Beneficiaries
(1) The CITY agrees to include the following clause in all contracts with
construction contractors and equipment or materials suppliers:
"Contractors, subcontractors and equipment and materials
suppliers on the PROJECT, or their sureties, shall maintain nodirect action against the LANDSCAPE ARCHITECT, its officers,employees, and subcontractors, for any claim arising out of, in
connection with, or resulting from the architectural servicesperformed. Only the CITY will be the beneficiary of anyundertaking by the LANDSCAPE ARCHITECT."
(2) This AGREEMENT gives no rights or benefits to anyone other than the CITY
and the LANDSCAPE ARCHITECT and there are no third-party beneficiaries.
(3) The CITY will include in each agreement it enters into with any other entity or
person regarding the PROJECT a provision that such entity or person shall
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have no third-party beneficiary rights under this AGREEMENT.
(4) Nothing contained in this Section H. shall be construed as a waiver of any rightthe CITY has to bring a claim against LANDSCAPE ARCHITECT.
I. CITY's Insurance
(1) The CITY may maintain property insurance on certain pre-existing structuresassociated with the PROJECT.
(2) The CITY may secure Builders Risk/Installation insurance at the replacementcost value of the PROJECT. The CITY may provide LANDSCAPEARCHITECT a copy of the policy or documentation of such on a certificate ofinsurance.
J. Litigation Assistance
The Scope of Services does not include costs of the LANDSCAPE ARCHITECT for
required or requested assistance to support, prepare, document, bring, defend, or assist inlitigation undertaken or defended by the CITY. In the event CITY requests such services ofthe LANDSCAPE ARCHITECT, this AGREEMENT shall be amended or a separate
agreement will be negotiated between the parties.
K. Changes
The CITY may make or approve changes within the general Scope of Services in thisAGREEMENT. If such changes affect the LANDSCAPE ARCHITECT 's cost of or time
required for performance of the services, an equitable adjustment will be made through anamendment to this AGREEMENT with appropriate CITY approval.
SECTION 6
General Legal Provisions
A. Authorization to Proceed
LANDSCAPE ARCHITECT shall be authorized to proceed with this AGREEMENT upon
receipt of a written Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of theLANDSCAPE ARCHITECT, whether in hard copy or in electronic form, are instruments of
service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or
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alteration by the CITY or by others acting through or on behalf of the CITY of any suchinstruments of service without the written permission of the LANDSCAPE ARCHITECT willbe at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications
and documents. The transfer of copyright interest or ownership of Documents shall not
extend to Consultants standard details, standard features of overall design, functionalelements of overall design or individual aspects and components the Consultant has
developed and/or used previously on other projects.
C. Force Majeure
The LANDSCAPE ARCHITECT is not responsible for damages or delay in performancecaused by acts of God, strikes, lockouts, accidents, or other events beyond the control ofthe LANDSCAPE ARCHITECT that prevent LANDSCAPE ARCHITECT’s performance ofits obligations hereunder.
D. Termination
(1) This AGREEMENT may be terminated:
a. by the City for its convenience upon 30 days' written notice toLANDSCAPE ARCHITECT.
b.by either the CITY or the LANDSCAPE ARCHITECT for cause if either
party fails substantially to perform through no fault of the other and thenonperforming party does not commence correction of such
nonperformance within 5 days’ written notice or thereafter fails todiligently complete the correction.
(2) if this AGREEMENT is terminated for the convenience of the City, theLANDSCAPE ARCHITECT will be paid for termination expenses as follows:
a. Cost of reproduction of partial or complete studies, plans, specificationsor other forms of LANDSCAPE ARCHITECT 'S work product;
b. Out-of-pocket expenses for purchasing electronic data files and other
data storage supplies or services;
c. The time requirements for the LANDSCAPE ARCHITECT 'S personnel
to document the work underway at the time of the CITY'S termination forconvenience so that the work effort is suitable for long time storage.
(3) Prior to proceeding with termination services, the LANDSCAPE ARCHITECT
will submit to the CITY an itemized statement of all termination expenses. The
CITY'S approval will be obtained in writing prior to proceeding with terminationservices
City of Denton, TexasProfessional Services AgreementRevised Date: 3/22/22Page 13 of 19
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E. Suspension, Delay, or Interruption to Work
The CITY may suspend, delay, or interrupt the services of the LANDSCAPE ARCHITECT
for the convenience of the CITY. In the event of such suspension, delay, or interruption,an equitable adjustment in the PROJECTs schedule, commitment and cost of theLANDSCAPE ARCHITECT s personnel and subcontractors, and LANDSCAPEARCHITECT 's compensation will be made.
F. Indemnification
IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,THE LANDSCAPE ARCHITECT SHALL INDEMNIFY OR HOLD HARMLESS THE CITYAGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE LANDSCAPEARCHITECT OR LANDSCAPE ARCHITECT’S AGENT, CONSULTANT UNDERCONTRACT, OR ANOTHER ENTITY OVER WHICH THE LANDSCAPE ARCHITECTEXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY ORRESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT,INTELLECTUAL PROPERTY INFRINGEMENT. OR FAILURE TO PAY ASUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITSREASONABLE ATrORNEY’S FEES IN PROPORTION TO THE LANDSCAPEARCHITECT’S LIABILITY.
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the prior writtenconsent of the other party.
H. Jurisdiction
The law of the State of Texas shall govern the validity of this AGREEMENT, its
interpretation and performance, and any other claims related to it. The venue for anylitigation related to this AGREEMENT shall be Denton County, Texas.
I. Severability and Survival
If any of the provisions contained in this AGREEMENT are held for any reason to beinvalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceabilitywill not affect any other provision, and this AGREEMENT shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F.,6.B., 6.D., 6.F., 6.H., and 6.1. shall survive termination of this AGREEMENT for any cause.
J. Observe and Comply
LANDSCAPE ARCHITECT shall at all times observe and comply with all federal and State
City of Denton, TexasProfessional Services AgreementRevised Date: 3/22/22
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laws and regulations and with all City ordinances and regulations which in any way affectthis AGREEMENT and the work hereunder, and shall observe and comply with all orders,laws ordinances and regulations which may exist or may be enacted later by governing
bodies having jurisdiction or authority for such enactment. No plea of misunderstanding orignorance thereof shall be considered. LANDSCAPE ARCHITECT AGREES TODEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS,AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITYARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, ORREGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES.
K. Immigration Nationality Act
LANDSCAPE ARCHITECT shall verify the identity and employment eligibility of itsemployees who perform work under this AGREEMENT, including completing theEmployment Eligibility Verification Form (1-9). Upon request by CITY, LANDSCAPEARCHITECT shall provide CITY with copies of all 1-9 forms and supporting eligibilitydocumentation for each employee who performs work under this AGREEMENT.LANDSCAPE ARCHITECT shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed byany LANDSCAPE ARCHITECT employee who is not legally eligible to perform suchservices. LANDSCAPE ARCHITECT SHALL INDEMNIFY CITY AND HOLD CITYHARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TOVIOLATIONS OF THIS PARAGRAPH BY LANDSCAPE ARCHITECT, LANDSCAPEARCHITECT’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
CITY, upon written notice to LANDSCAPE ARCHITECT, shall have the right toimmediately terminate this AGREEMENT for violations of this provision by LANDSCAPEARCHITECT
L. Prohibition On Contracts With Companies Boycotting Israel
LANDSCAPE Architect acknowledges that in accordance with Chapter 2271 of the
Texas Government Code, City is prohibited from entering into a contract with acompany 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 theterm of the contract. The terms “boycott Israel” and “company” shall have the meaningsascribed to those terms in Section 808.001 of the Texas Government Code. BysIgning this agreement, Landscape ArchItect certifies that Landscape Architect ’ssignature provides written verification to the City that Landscape Architect: V)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 beconsidered a material breach.
M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or
a Foreign Terrorist Organization
City of Denton, TexasProfessional Services AgreementRevised Date: 3/22/22
Page 15 of 19
DocuSign Envelope ID: IC272C4C-AI 9C4569-BF6Cb01 D82715A9C4
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, Landscape Architect certifies that LandscapeArchitect’s signature provides written verification to the City that LandscapeArchitect, pursuant to Chapters 2252 and 2270, is not ineligible to enter into thisagreement and will not become ineligible to receive payments under thisagreement by doing business with Iran, Sudan, or a foreign terrorist organization.Failure to meet or maintain the requirements under this provision will be considered amaterial breach.
N. Prohibition on Contracts with Companies Boycotting Certain EnergyCompanies
Landscape Architect acknowledges that in accordance with Chapter 2274 of the TexasGovernment Code, City is prohibited from entering into a contract with a company forgoods or services unless the contract contains written verification from the company
that it (1) does not boycott energy companies; and (2) will not boycott energycompanies 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 theTexas Government Code. By sIgnIng this agreement, Landscape ArchItectcertifies that Landscape Architect’s signature provides written verification to theCity that Landscape Architect: (1) does not boycott energy companies; and (2)will not boycott energy companies during the term of the agreement. Failure tomeet or maintain the requirements under this provision will be considered a materialbreach
O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entitiesand Firearm Trade Associations
Landscape Architect acknowledges that in accordance with Chapter 2274 of the TexasGovernment Code, City is prohibited from entering into a contract with a company for
goods or services unless the contract contains written verification from the companythat 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 duringthe 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, LandscapeArchitect certifies that Landscape Architect’s signature provides writtenverification to the City that Landscape Architect: (1) does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or firearmtrade association; and (2) will not discriminate during the term of the contractagainst a firearm entIty or firearm trade assocIation. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
City of Denton, TexasProfessional Services AgreementRevised Date: 3/22/22
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P. Termination Right for Contracts with Companies Doing Business with CertainForeign-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 therequirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned byor the majority of stock or other ownership interest of the company is held or controlledby 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, orother designated country, or (iii) is headquartered in China, Iran, North Korea, Russia,or other designated country.
Q. Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908of the Government Code. The law states that the City may not enter into this contractunless the Contractor submits a disclosure of interested parties (Form 1295) to the Cityat the time the Contractor submits the signed contract. The Texas Ethics Commissionhas adopted rules requiring the business entity to file Form 1295 electronically with theCommission.
Contractor will be required to furnish a Certificate of Interest Parties before the contractis awarded, in accordance with Government Code 2252.908.
The contractor shall:
1.
2
3
4
5
6.
Log onto the State Ethics Commission Website at :
https://www .ethics.state.tx.us/filinginfo/1295/
Register utilizing the tutorial provided by the StatePrint a copy of the completed Form 1295Enter the Certificate Number on page 2 of this contract.
Complete and sign the Form 1295Email the form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 - Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th
day after Council award. Once a Form 1295 is acknowledged, it will be posted to theTexas Ethics Commission’s website within seven business days.
R. Agreement Documents
This AGREEMENT, including its attachments and schedules, constitutes the entireAGREEMENT, which supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. This AGREEMENT may beexecuted in one or more counterparts and each counterpart shall, for all purposes, bedeemed an original, but all such counterparts shall together constitute but one and the
City of Denton, TexasProfessional Services AgreementRevised Date: 3/22/22Paae 17 of 19
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same instrument. The following attachments and schedules are hereby made a part ofthis AGREEMENT:
Attachment A – Scope of Services and Compensation
These documents make up the AGREEMENT documents and what is called for by oneshall be as binding as if called for by all. In the event of an inconsistency or conflict inany of the provisions of the AGREEMENT documents, the inconsistency or conflict shallbe resolved by giving precedence first to the written AGREEMENT then to theAGREEMENT documents in the order in which they are listed above.
The parties agree to transact business electronically. Any statutory requirements thatcertain 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
D89199J82quted by each party’s designated representative to be effective on
BY:
CITY OF DENTON, TEXAS
BY:LANDSCAPE ARCHITECT
DoeuSlgrnd by:
S#uH%qZ9
Bran ,4.ssociates LLC
Sara Hensley, City Manager Erin Brooke Bishop Fredi
Principal
02/26/2024Date:
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operationald business terms TEXAS ETHICS COMMISSIONCERTIFICATE NUMBER
Director of Parks and Recreation
Title
Parks and Recreation
Department
Date Signed: 02/27/2024
City of Denton, TexasProfessional Services AgreementRevised Date: 3/22/22
Page 18 of 19
DocuSign Envelope ID: IC272C4C-AI 9C4569-BF60-01D82715A9C4
APPROVED AS TO LEGAL FORM:
MACKBhJWND, CITY ATrORNEY
M4rulIA tAhkBy:
CITY SECRETARYJE,
B
ArrEST:
City of Denton, TexasProfessional Services AgreementRevised Date: 3/22/22
Page 19 of 19
DocuSign Envelope ID: IC272C4C-A19C4569-BF6Cb01D82715A9C4 rrACHMENT A
FEE SCHEDULE &
SCOPE OF SERVICES
Prepared for: City of Denton
Beginning date: 01 /01/2024End date: 01/01/2029e. brooke associates, llc
3841 New Hope Rd Aubrey, TX 76227
817-21 9-2665
www.ebrooke.com
Erin@ebrooke.com
SERVICE PRICE
Principal (RLA) Design Development $165
$135
PER HR
PER HRPrincipal (RLA) Site Visits/Meetings
Sr. CADD Technician $115
$130
PER HR
PER HRLicensed Irrigation Designer
Civil Engineer (PE)$250
$250
$275
PER HR
Structural Engineer PER HR
PER HRPermitting Consultant
Zoning Consultant $31 0 PER HR
Clerical $105 PER HR
PROJECT DESCRIPTION & SCOPE OF SERVICES:
This project aims to provide design services for various parks and trails throughout the City. Work authorization will be issued on
an individual project basis. This agreement includes project management, data collection, site planning, conceptual design,
preliminary and final design, TDLR permitting, TXDOT processing, bidding, and construction phase services that include the
following trades: Irrigation, landscape, land acquisition/eminent domain impact exhibits, zoning development plans, land
planning, SUP plans, civil engineering, structural engineering, and architectural design.
Work under this agreement will be performed on a Work Authorization basis. The CITY will request services for each Work
Authorization.
The ARCHITECT shall prepare the scope, fee, and schedule as necessary to perform the services requested for each Work
Authorization within 10 working days of the CITY’s request.
Effective through Jan, 1 2029
Rates increase by 3.5% Jan lst of every year
Thank you for your business,
Erin Brooke Bishop Fredi, RLA #2952
Licensed Landscape Architect
DocuSign Envelope ID: IC272C4C-AI 9C4569-BF60-01D82715A9C4
CONFLICT OF INTEREST QUESTIONNAIRE -
For vendor or other person doing business with local governmental enti
t ges made to the law I gular 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 thIdate 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 diV.
An offense under this section is a
E Brooke Associates LLC
2 , , Check this box if you are filing an update to a previously filed questionnaire.X
(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.)
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 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?E [X]Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, Bom 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 m 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 officeror director, or holds an ownership of one percent or more?
= Yes m 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.
DocuSiHed by:ah bb&c Full
Xrsiness with the governmental entityS
2/26/2024
Date
DocuSign Envelope ID: IC272C4C-AI 9C4569-BF60-01 D82715A9C4
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy ofChapter 176 ofthe 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 q 176.001{1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of theparties. 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 ofa federal, state, or localgovernmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease ofgoods 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 oeicer shall file a connicts disclosure statement with respect to a vendor if:(2) the vendor:
(A) has an employment or other business relationship with the local govemment 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 vardor
(B) has given to the local government oHicerorafamily memtnrofthe oaicer one or more gifts that have an aggregate value ofmore
than $1CD 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 176.006fa) and fa-1)
(a) A vendor shall file acompleted conflict of interest questionnaire ifthe 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
ofthe officer, described by Section 176,003(a)(2)(A):
(2) has given a local government omcer of that local governmental entity, or a family member of the oaicer, one or more gifts with the
aggregate value specified by Section 176.003(aX2XB), excluding any gift described by Section 176.003(a- 1 ); or
(3) has a family relationship with a local government officer of that local govemmental entity.
(a- 1) TIle 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 governmental entity an application, response toarequest 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 omcer,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 omcet
City of Denton Ethics Code Ordinance Number 18-757
Definitions
Relative: a family member related to a City Official within the third 3d degree ofaffinily (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. Tbis 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 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
Ckx:uSign
Certificate Of Completion
Envelope Id: 1 C272C4CA19C4569BF600 ID82715A9C4
Subject: Please DocuSign: City Council Contract 7850-010 Parks & Trails, Site Planning & Design
Status: Completed
Source Envelope:
Document Pages: 23
Certificate Pages: 6
AutoNav: Enabled
Signatures: 6
Initials: 1
Envelope Originator:
Erica Garcia
901 B Texas Street
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Denton, TX 76209
erica .garcia@cityofdenton . com
IP Address: 198.49.140.104
Record Tracking
Status: Original
2/22/2024 12:42:34 PM
Holder: Erica Garcia
erica.garcia@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Sent: 2/22/2024 12:46:58 PM
Viewed: 2/22/2024 12:47:06 PM
Signed: 2/22/2024 12:49:13 PM
Erica Garcia
erica .garcia@cityofdenton.com
Senior Buyer
Completed
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
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: 2/22/2024 12:49:15 PM
Viewed : 2/22/2024 4:29:39 PM
Signed: 2/22/2024 8:09:48 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
Senior Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 2/22/2024 8:09:50 PM
Viewed: 2/26/2024 9:35:31 AM
Signed: 2/26/2024 9:44:10 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
ElectronIc Record and Signature Disclosure:Not Offered via DocuSign
Erin Brooke Fredi
erin@ebrooke.com
Security Level: Email, Account Authentication(None)
'Doeu810rwd bV:I all bM rnA
.29B5A&8F883$458
Sent: 2/26/2024 9:44:12 AM
Viewed: 2/26/2024 10:38:46 AM
Signed: 2/26/2024 10:41 :12 AM
Signature Adoption: Pre-selected Style
Using IP Address: 172.59.194.152
Electronic Record and Signature Disclosure:Accepted: 2/26/2024 10:38:46 AMID: 9dO07406-9a81-4f68-88b0-030blfba6dfe
Signer Events
Gary Packan
Gary.Packan@cityofdenton.com
Director of Parks and Recreation
Parks and Recreation
Security Level: Email, Account Authentication(None)
Signature Timestamp
–Doal8nbd bBCMAn
9F7A4284A9_-W Sent: 2/26/2024 10:41:15 AM
Viewed: 2/27/2024 10:54:23 AM
Signed: 2/27/2024 10:55:01 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted : 2/27/2024 10:54:23 AMID: 28d5b437-877e-49f2-a212-95ad67c1 c55e
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: 2/27/2024 10:55:03 AM
Viewed : 3/20/2024 9:15:43 AM
Signed: 3/20/2024 10:44:54 AMUsing IP Address: 198.49.140.10
Sara Hensley
sara,hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication(None)
'DoeuSi91Bd brI SMA lle&
.5236DB296270423_.
Sent: 3/20/2024 10:44:58 AM
Viewed: 3/20/2024 10:47:13 AM
Signed: 3/20/2024 10:47:26 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Jesus Salazar
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication(None)
Sent: 3/20/2024 10:47:28 AM
Viewed: 3/20/2024 12:20:11 PM
Signed: 3/20/2024 12:21 :43 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:
Accepted: 3/20/2024 12:20:11 PMID: 57905f20-4643-4c20-828c-3c59fOf2c3a1
In Person Signer Events Signature
Status
Timestamp
Editor Delivery Events Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status 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: 2/22/2024 12:49:15 PM
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: 2/27/2024 10:55:04 AM
Viewed : 2/27/2024 3:15:54 PM
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 3/20/2024 12:21 :46 PM
Chris Escoto
Chris.Escoto@cityofdenton.com
Park Planner
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sent: 3/20/2024 12:21 :47 PM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Status Timestamps
2/22/2024 12:46:58 PM
3/20/2024 12:20:11 PM
3/20/2024 12:21 :43 PM
3/20/2024 12:21 :47 PM
Hashed/Encrypted
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: Erin Brooke Fredi, Gary Packan, Jesus Salazar
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide toyou certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree’ button at the bottom ofthis document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are fIrst sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any timechange 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 provideelectronically 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 throughthe 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.
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 subsequentpage, 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 youmust 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..
uired hardware and software
Operati Systems
Browsers (for SENDERS
Browsers (for SIGNERS):
r
Internet Explorer 6.0? or above
mlet Explorer 6.0?, Mozilla FireFox 1.0
NetScape 7.2 (or above)
Kccess to a valid email account
x
Email
Screen Resolution:
Enabled Security Settings
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable Hmp 1.1 settings viaroxy 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 RECEIPF 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.