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7365 - Amendment 1 Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: C0D2AC90-63B4-4B27-963A-7342A381E227 Lori Hewell Amendment 1 Insurance Broker 7365PSA Not Applicable August 3, 2023 March 16, 2021 21-426 7365 PSA – Amendment #1 Page 1 of 2 FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND TEXAS SERIES OF LOCKTON COMPANIES, LLC. PSA 7365 THE STATE OF TEXAS § COUNTY OF DENTON § THIS FIRST AMENDMENT TO CONTRACT 7365 (“Amendment”) by and between the City of Denton, Texas (“City”) and Texas Series of Lockton Companies, LLC. (“Consultant”); to that certain contract executed on August 4, 2020, in the original not-to- exceed amount of $480,000 (the “Agreement”); for services related to property and casualty insurance brokerage services. WHEREAS, the City deems it necessary to further expand the services provided by Consultant to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount $75,000 with this Amendment for an aggregate not-to-exceed amount of $555,000; and FURTHERMORE, the City deems it necessary to further expand the goods/services provided by Consultant to the City; NOW THEREFORE, the City and Consultant (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The additional services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for professional services related to the property and casualty insurance brokerage services, are hereby authorized to be performed by Consultant. For and in consideration of the additional services to be performed by Consultant, the City agrees to pay, based on the cost estimate detail attached as Exhibit “A” a total fee, including reimbursement for non-labor expenses an amount not to exceed $75,000. 2. This Amendment modifies the Agreement amount to provide an additional $75,000 for the additional services with a revised aggregate not to exceed total of $555,000. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. DocuSign Envelope ID: C0D2AC90-63B4-4B27-963A-7342A381E227 7365 PSA – Amendment #1 Page 2 of 2 IN WITNESS WHEREOF, the City and the Consultant, have each executed this Amendment electronically, by and through their respective duly authorized representatives and officers on this date _________________________. “CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: _________________________________ ATTEST: ROSA RIOS, CITY SECRETARY By: _________________________________ “CONSULTANT” TEXAS SERIES OF LOCKTON COMPANIES, LLC. By: _________________________________ AUTHORIZED SIGNATURE, TITLE APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: _________________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: C0D2AC90-63B4-4B27-963A-7342A381E227 Director of Human Resources Human Resources Tiffany Thompson Sara Hensley, Interim City Manager 03/16/2021 Proposal Page 1 of 4 Exhibit A Proposal CITY OF DENTON, TEXAS and TEXAS SERIES OF LOCKTON COMPANIES, LLC This Proposal is for OF DENTON, TEXAS (“Client”) and is presented by the TEXAS SERIES OF LOCKTON COMPANIES, LLC (“Lockton"). COMPENSATION, DISCLOSURE AND PAYMENT TERMS 1.1 Fee. All insurance brokerage and/or other insurance brokerage related services set forth in Addendum A associated with placing the following lines of coverage are services required by applicable law or regulation to be or are customarily performed by a licensed insurance broker (including a person designated by applicable law as a consultant licensed to render services as an insurance broker). Any services (other than services as a consultant licensed to render services as an insurance broker) that may from time to time be included in or rendered in connection with the foregoing services are embedded in or ancillary to the performance of Lockton’s insurance brokerage services and will be performed without separate payment for such consulting services (if any). The services to be rendered under this Proposal will be performed by Lockton for compensation in the form of a fee in the amount of $75,000:  Property (Denton Energy Center) 1.2 Disclosure. In addition to the compensation set forth above, Client acknowledges, consents and agrees that Lockton may also receive other compensation such as incentive or contingency payments or bonuses and/or supplemental commissions from insurance companies, intermediaries (which may be affiliated with Lockton) or other third parties as a result of being an insurance broker (collectively, “Additional Compensation”). Lockton may also receive interest or investment income on funds temporarily held by it, such as premiums or return premiums, service fees or other compensation from premium finance companies for administrative services provided to or on behalf of the premium finance companies relative to the financing of client insurance premiums, and/or service fees from insurers for consulting and/or administration services specific to an insurer. 1.3 Additional Texas Disclosure. Pursuant to Texas Code Section 4005.004, Client acknowledges that although the amount of such Additional Compensation which may be paid to Lockton is not known or reasonably estimable, the method(s) and factor(s) used for determining the amount(s) of such Additional Compensation, if any, can be described as follows: Contingency payments or bonuses are based on the overall performance of a partial or entire book of business Lockton places with an insurance company, and Lockton’s eligibility and the amount of any such compensation may vary depending on the line of business and a number of “contingent” factors related to future performance such as overall premium volume, premium growth year-over-year, persistency, profitability and/or retention targets set by the carrier. As such, a contingency payment received by Lockton from an insurer is difficult to tie back to any particular client insurance policy, but the overall amount of Additional Compensation received by Lockton has historically ranged from 0.5-4% of overall premium volume placed with a carrier. The amount of supplemental commission on eligible placements is established at the beginning of a calendar year based on Lockton’s historical and current performance typically measured using some or all of the same performance factors by which contingency payments are calculated. 1.4 Agreement to Forego Receipt of Commissions. In consideration of Client’s agreement to pay the fee set forth above, Lockton agrees that it will seek to have all placements referenced in Section 1.1 above made on a net of commission basis. In the event an insurer will not comply with this request or it is not in Client’s best interest, any such commissions will be disclosed to Client and either deducted from the premium billed to Client, in the case of agency-billed placements, or, in the case of direct-billed placements, returned to the insurer with the request that the insurer either credit the commission amount toward Client’s premium obligation or return it directly to Client. If any insurer refuses to credit or return commission on a direct-billed placement to Client, Lockton will return the commission directly to Client. Client acknowledges and agrees that any contemplated commission deduction, or any credit request or return of any such commission to an insurer or Client will be done to accomplish and maintain the total agreed-upon compensation to Lockton and is not an inducement to purchase or renew coverage through Lockton. 1.5 Payment Schedule. Client shall pay the fee set forth above based on the following payment schedule: Fee Due Date Fee Amount Due March 15, 2021 $75,000 Client will provide full payment to Lockton for all fee invoices submitted within 30 days of Client’s receipt of each invoice. SERVICES 2.1 Scope of Services. The compensation set forth in Section 1 above is intended to compensate Lockton for placement of the line(s) of coverage indicated and to provide the services listed in Addendum A. In the event Client: 1) requests that Lockton place coverage on any line(s) of business not indicated in Section 1; 2) requests that Lockton provide other services beyond those set forth in Addendum A; or 3) makes an acquisition or otherwise experiences growth such that the level and/or scope of services needed by Client DocuSign Envelope ID: C0D2AC90-63B4-4B27-963A-7342A381E227 Proposal shall significantly exceed the level of services as contemplated at the inception of the parties relationship, Client and Lockton agree to review in good faith the additional services required and increase the fee set forth herein or agree to other compensation (such as commissions on additional placements) in addition to the fee. The Client shall be solely responsible for all final decisions relating to its insurance and risk management. 2.2 Use of Intermediaries. When, in Lockton’s professional judgment, it is necessary or appropriate, Lockton may utilize the services of foreign or domestic intermediaries to assist in the servicing, marketing and/or placement of Client’s insurance/risk management programs. However, this may only be done after consultation with and prior approval by Client. Lockton will advise Client whether any proposed intermediary is affiliated with Lockton. Any such intermediary shall be compensated by commissions earned on placement of Client’s policies handled by that intermediary, or by payment of a separate fee agreed to by Client and the intermediary if commissions are not properly payable on Client’s placements. Such commissions and fee shall be in addition to the compensation paid to Lockton as described herein. 2.3 Insurance Proposals and Summaries. Insurance documents prepared by Lockton containing proposals to bind coverage, summaries of coverages, and certificates of insurance placed are furnished to Client as a matter of information for Client’s convenience. These documents are not intended to reflect the terms, conditions, limitations and exclusions of such policies, are not themselves insurance policies and do not amend, alter or extend the coverages afforded by such policies. The insurance afforded by the proposed or placed policies is subject to all the terms, conditions, limitations and exclusions contained in such policies. 2.4 Modeling and Analytics Services Lockton provides various modeling and/or data analytics services to its clients (“Modeling and Analytics Services”) and may provide such services to Client. Client authorizes Lockton to 1) to disclose information it receives from Client, its insurers and/or third-party administrators to Lockton’s affiliates, parents, employees, and/or to third parties as necessary to perform such Modeling and Analytics Services, and 2) to contribute such information to benchmarking databases created by or for Lockton to facilitate the creation of analytic reports for its clients, provided that such reports shall not include any information that personally identifies Client or its employees. Modeling and Analytics Services will be based upon a number of assumptions, conditions and factors, as well as information provided by third parties. If any such information provided to or utilized by Lockton is inaccurate, incomplete or should change, the Modeling and Analytics Services provided by Lockton could be materially affected. As Modeling and Analytics Services are subject to inherent uncertainty and involve variables beyond Lockton’s control, actual results may differ materially from Lockton’s projections. The parties agree that Lockton shall have no liability to Client if 1) Lockton is provided inaccurate or incomplete information, or 2) actual results differ from Lockton’s projections. Modeling and Analytics Services do not constitute, and are not intended to be a substitute for, independent actuarial, accounting or tax advice. 2.5 Fee Due Upon Change in Control. In the event Client experiences a “Change in Control” (as defined herein), the annual fee will be deemed fully earned and payable by Client as of the effective date of the Change In Control. “Change In Control” shall be defined as any of the following events: 1) the acquisition by an external organization of 50% or more of the then outstanding shares of common stock of Client or the combined voting power of the then outstanding voting securities of Client entitled to vote generally in the election of directors; 2) individuals who constitute the Client’s Board cease for any reason to constitute at least a majority of the Board; 3) consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Client unless the beneficial owners of the outstanding Client common stock and voting securities continue to own, directly or indirectly, more than 50% of, respectively, the then outstanding common stock and voting power of the then outstanding voting securities; or 4) approval by the stockholders of Client of a complete liquidation or dissolution of Client. DocuSign Envelope ID: C0D2AC90-63B4-4B27-963A-7342A381E227 Proposal Addendum A – Services I. General Services A. Analyze proposals when received and present coverage alternatives/options to Client. B. Analyze renewal proposals and present renewal options to Client. C. Answer Client questions and provide research or advice as needed. D. Compile renewal rating and loss information. E. Compile underwriting, rating and claims data received from Client. F. Complete renewal applications (except where the application is a warranty to the policy). G. Complete underwriting applications (except where the application is a warranty to the policy). H. Conduct renewal process with existing insurance carriers. I. Evaluate the competitiveness of current insurance premium pricing and rate levels. J. Obtain competitive proposals for Client where necessary. K. Prepare annual summary of insurance. L. Prepare insurance coverage specifications. M. Process policy changes, additions/deletions, premium invoices. N. Review coverage terms. O. Review issued insurance policies for compliance with accepted proposal terms. P. Review issued policy for compliance with renewal proposals. Q. Develop/maintain/review premium allocation system to appropriate divisions or subsidiaries. R. Issue certificates of insurance. Same day service as necessary. S. Prepare and conduct Client account review meetings. T. Prepare and present annual stewardship reports. U. Prepare periodic Client reports describing open items, status of special projects and other relevant issues. V. Provide Client with updates regarding market conditions/products. W. Review contracts for risk management/insurance implications. II. Claims Management Services A. Assist Client where needed on claims issues and serve as Client advocate with insurance carriers or TPAs where appropriate, e.g., claim-handling strategy, reserve adequacy/accuracy, questionable coverage situations, reservation of rights, coverage denials, etc. B. Assist Client with claim reporting to insurance carriers or TPAs as requested by Client and agreed upon by Lockton. DocuSign Envelope ID: C0D2AC90-63B4-4B27-963A-7342A381E227 Proposal C. As outlined herein, Lockton will provide Claims Management services. It is estimated that these services will involve 25 hours of work performed. It is understood and agreed, in the event the scope of work increases beyond the hours agreed, Lockton reserves the right to discuss additional compensation for the additional services. III. Loss Control Services A. As outlined below, Lockton will provide Loss Control services. It is estimated that these services will involve 25 hours of work performed. It is understood and agreed, in the event the scope of work increases beyond the hours agreed, Lockton reserves the right to discuss additional compensation for the additional services. B. Assist in marketing efforts as directed by Lockton CID. C. Monitor carrier loss control inspection reports and provide feedback, as appropriate. D. Review loss control inspection reports from insurers and provide comments. E. Review loss experience. Analyze and comment on loss trends, major causes of loss, etc. F. When available and beneficial, direct carrier Loss Control services to assist in reducing the Total Cost of Risk. DocuSign Envelope ID: C0D2AC90-63B4-4B27-963A-7342A381E227 Certificate Of Completion Envelope Id: C0D2AC9063B44B27963A7342A381E227 Status: Completed Subject: Please DocuSign: City Council Contract 7365 Amendment 1 Lockton Source Envelope: Document Pages: 7 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 0 Lori Hewell AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 lori.hewell@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 2/25/2021 7:30:01 AM Holder: Lori Hewell lori.hewell@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 2/25/2021 7:35:27 AM Viewed: 2/25/2021 7:35:38 AM Signed: 2/25/2021 7:36:17 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 2/25/2021 7:36:20 AM Viewed: 2/25/2021 10:21:26 AM Signed: 2/25/2021 10:42:04 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Bob Bobo bbobo@lockton.com EVP - Chief Operating Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 208.18.15.6 Sent: 2/25/2021 10:42:05 AM Resent: 2/28/2021 5:44:06 PM Viewed: 2/25/2021 11:43:50 AM Signed: 3/1/2021 9:35:00 AM Electronic Record and Signature Disclosure: Accepted: 2/25/2021 11:43:50 AM ID: 1849c425-03cb-42f1-bf97-ce44b839cd82 Tiffany Thompson Tiffany.Thomson@cityofdenton.com Director of Human Resources Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.37.65.3 Sent: 3/1/2021 9:35:02 AM Viewed: 3/1/2021 9:56:38 AM Signed: 3/1/2021 9:56:56 AM Electronic Record and Signature Disclosure: Accepted: 3/1/2021 9:56:38 AM ID: 2b584467-6d23-40d4-9068-fc9d459ce3b2 Signer Events Signature Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 3/1/2021 9:56:58 AM Viewed: 3/17/2021 8:28:12 AM Signed: 3/17/2021 8:29:07 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.108.130.126 Signed using mobile Sent: 3/17/2021 8:29:09 AM Viewed: 3/17/2021 9:25:06 AM Signed: 3/17/2021 9:25:11 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 3/17/2021 9:25:14 AM Viewed: 3/17/2021 9:29:31 AM Signed: 3/17/2021 9:30:19 AM Electronic Record and Signature Disclosure: Accepted: 3/17/2021 9:29:31 AM ID: 9e33852a-9f6f-4b85-9226-4ed904d5c2bc In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 2/25/2021 7:36:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 3/1/2021 9:56:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 3/1/2021 9:56:58 AM Viewed: 3/1/2021 9:57:17 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 3/17/2021 9:30:21 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cathy welborn Cathy.Welborn@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 3/17/2021 9:30:21 AM Viewed: 3/17/2021 9:46:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/25/2021 7:35:27 AM Certified Delivered Security Checked 3/17/2021 9:29:31 AM Signing Complete Security Checked 3/17/2021 9:30:19 AM Completed Security Checked 3/17/2021 9:30:21 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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