8425 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Ginny Brummett
RFP
No
Employee Benefits Broker
8425
MARCH 5, 2024
MARCH 5, 2029
24-409
Contract # 8425
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND LOCKTON-DUNNING SERIES OF LOCKTON
COMPANIES, LLC
(CONTRACT 8425)
THIS CONTRACT is made and entered into this date ______________________, by
and between Lockton-Dunning Series of Lockton Companies, LLC a Misssori series limited
liability company, whose address is 2100 Ross Avenue, Suite 1200, Dallas, Texas 75201
hereinafter referred to as "Contractor" or “Supplier” or “Respondent”, and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or their duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the City’s document
RFP 8425-Employee Benefits Broker , a copy of which is on file at the office of Purchasing Agent
and incorporated herein for all purposes. The Contract consists of this written agreement and the
following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton’s RFP 8425 (Exhibit “B” on File at the Office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit “C”);
(d) Insurance Requirements (Exhibit "D");
(e) Certificate of Interested Parties Electronic Filing (Exhibit “E”);
(f) Contractor’s Proposal, Pricing (Exhibit "F");
(g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G");
(h) Lockton’s Client Services Agreement & BAA (Exhibit “H”).
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
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Contract # 8425
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Contractor certifies that Contractor’s signature provides written verification to
the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the agreement. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade
Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this
agreement, Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract
against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist
Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Contractor certifies that Contractor’s signature provides written verification to the City that Contractor,
pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become
ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign
terrorist organization. Failure to meet or maintain the requirements under this provision will be considered
a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated
country.
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.
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Contract # 8425
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
Printed Name: Kril Cunningham
Title: Senior Vice President
_(214) 720-5709_
PHONE NUMBER
kcunningham@lockton.com
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _______________________________
SARA HENSLEY, CITY MANAGER
ATTEST:
JESUS SALAZAR, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
2024-1117387
Megan Gilbreath
HR Director
Human Resources
Contract # 8425
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed Five Hundred Forty Thousand Dollars
($540,000.00) Pricing shall be per Exhibit F attached.
2. The Quantities
The quantities indicated on Exhibit F are estimates based upon the best available information. The
City reserves the right to increase or decrease the quantities to meet its actual needs without any
adjustments in the bid price. Individual purchase orders will be issued on an as needed basis.
3. Contract Terms
The contract term will be three (3) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods.
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall
automatically renew each year, from the date of award by City Council. The Supplier’s request to
not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior
to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may
be further extended as needed, not to exceed a total of six (6) months.
4. Price Escalation and De-escalation – Omitted
5. Performance Guarantee
To the extent permitted by law, Contractor agrees to offer a performance guarantee for the City,
whereby Contractor agrees to put one hundred percent (100%) of its Fee at risk contingent upon
City’s subjective evaluation of Contractor’s performance. In the event the City pays compensation
directly to Contractor in the form of fees, Contractor agrees to put its fees directly at risk.
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Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and the
Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
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6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the
deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City’s service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor’s obligations under the contract. The Contractor
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
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disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
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thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City’s agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor’s obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the Contractor shall bill and the City shall reimburse Contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the Contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
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15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to 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 twenty (20) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
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between the Contractor and Subcontractor. The City will not be a party to the agreement between
the Contractor and Subcontractor. The City will not be liable to the Subcontractor
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
shall not impair the City’s rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
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Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to
the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer’s warranty for the benefit of the City.
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City’s rights under
this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
all claims, costs, losses and damages attributable to the City’s evaluation of and determination to
accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
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unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor’s default, including, without
limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
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any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor’s
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Exhibit A for services only. The successful firm shall procure
and maintain insurance of the types and in the amounts acceptable to the City of Denton. The
insurance shall be written by a company licensed to do business in the State of Texas and satisfactory
to the City of Denton.
A. General Requirements:
i. The Contractor shall at carry insurance in the types and amounts indicated and agreed to,
as submitted to the City and approved by the City within the procurement process, for the
duration of the Contract, including extension options and hold over periods, and during any
warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s required to
the City as verification of coverage prior to contract execution and within fourteen (14)
calendar days after written request from the City. Failure to provide the required Certificate
of Insurance may subject the Offer to disqualification from consideration for award. Upon
request, the Contractor must also forward a Certificate of Insurance to the City whenever
a previously identified policy period has expired, or an extension option or hold over period
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is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor’s insurance coverage shall be written by companies licensed to do
business in the State of Texas at the time the policies are issued and shall be written by
companies with A.M. Best ratings of A- VI or better. The City will accept workers’
compensation coverage written by the Texas Workers’ Compensation Insurance Fund.
v. The Certificate of Insurance shall contain the the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vi. The “other” insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
vii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
viii. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage
and limits when deemed necessary and prudent by the City based upon changes in statutory
law, court decisions, the claims history of the industry or financial condition of the
insurance company as well as the Contractor.
ix. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
x. The insurance coverage’s specified in within the solicitation and requirements are
required and are not intended to limit the responsibility or liability of the Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
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in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere
in the world of the rights associated with the City’s’ ownership, and if applicable, license rights,
and its use of the deliverables infringes the intellectual property rights of any third party; or (ii)
the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract.
In the event of any such claim, the City shall have the right to monitor such claim or at its option
engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor
agrees that the City’s specifications regarding the deliverables shall in no way diminish
Contractor’s warranties or obligations under this paragraph and the City makes no warranty that
the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require access to certain of the City’s and/or its licensors’ confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, “Confidential Information”). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
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38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables specifically identified in the Contractor Client Service
Agreement containing copyrightable subject matter, the Contractor agrees that upon their creation,
such deliverables shall be considered as work made-for-hire by the Contractor for the City to use
internally and the City shall own all copyrights in and to such deliverables, provided however, that
nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables
arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of
law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the
City (and agrees to cause each of its employees providing services to the City hereunder to execute,
acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in
and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to
execute, acknowledge, and deliver and cause each of its employees providing services to the City
hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be
reasonably approved by the City, to the City upon delivery of such deliverables to the City or at
such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
D. For the avoidance of doubt, the parties acknowledge and agree that each party will retain the
exclusive ownership of all its pre-existing intellectual property, Confidential Information and
materials, including, without limitation, proprietary ideas, sketches, diagrams, text, know-how,
concepts, proofs of concepts, artwork, software, algorithms, methods, processes, identifier codes
or other technology that are owned by a party prior to commencement of any services hereunder
or that are otherwise developed by or for such party outside the scope of the Contract (collectively
the “Pre-Existing Technology”). To the extent that any intellectual property incorporates
Contractor’s Pre-Existing Technology, Contractor grants the City a revokable, limited,
nonexclusive right to use such intellectual property to utilize the materials in the intellectual
property delivered by the Contractor.
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39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined
in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or their designee under thisContract. The
Contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
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45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
The Contractor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
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to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
Martin Luther King, Jr. Day
Memorial Day
Juneteenth
Independence Day
Labor Day
Veterans Day
Thanksgiving
Friday After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
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If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or their authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive three (3) years following the expiration or
termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Contractor certifies that
its firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
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Contract # 8425
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this Contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The Contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The Contractor
or Supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
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Contract # 8425
62. DRUG FREE WORKPLACE: The Contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the Contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton and the Respondent shall not be responsible for
performance under the Contract should it be prevented from performance by an act of war, order
of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence
of the City of Denton. In the event of an occurrence under this Section, the Respondent will be
excused from any further performance or observance of the requirements so affected for as long
as such circumstances prevail and the Respondent continues to use commercially reasonable
efforts to recommence performance or observance whenever and to whatever extent possible
without delay. The Respondent shall immediately notify the City of Denton Procurement Manager
by telephone (to be confirmed in writing within five (5) calendar days of the inception of such
occurrence) and describe at a reasonable level of detail the circumstances causing the non-
performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
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Contract # 8425
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. City’s standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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Contract # 8425
Exhibit D
INSURANCE REQUIREMENTS
Respondent’s attention is directed to the insurance requirements below. It is highly recommended
that respondents confer with their respective insurance carriers or brokers to determine in advance
of Proposal/Bid submission the availability of insurance certificates and endorsements as
prescribed and provided herein. If an apparent low respondent fails to comply strictly with the
insurance requirements, that respondent may be disqualified from award of the contract. Upon
contract award, all insurance requirements shall become contractual obligations, which the
successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations liabilities of the Contractor, the
Contractor shall provide and maintain until the contracted work has been completed and
accepted by the City of Denton, Owner, the insurance coverage as indicated hereinafter.
As soon as practicable after notification of contract award, Contractor shall file with the
Purchasing Department satisfactory certificates of insurance including any applicable
addendum or endorsements, containing the contract number and title of the project.
Contractor may, upon written request to the Purchasing Department, ask for clarification of
any insurance requirements at any time; however, Contractors are strongly advised to make
such requests prior to proposal/bid opening, since the insurance requirements may not be
modified or waived after proposal/bid opening unless a written exception has been submitted
with the proposal/bid. Contractor shall not commence any work or deliver any material
until he or she receives notification that the contract has been accepted, approved, and signed
by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A-VI or better.
Liability policies shall be endorsed to provide the following:
o Name as Additional Insured the City of Denton, its Officials, Agents,
Employees, and volunteers for the commercial general liability insurance policy.
o Commercial General Liabilty 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,
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Contract # 8425
agents, employees, and volunteers for the commercial general liability insurance
policy.
Cancellation: Notice of cancellation will be provided to the City in accordance with
policy provisions.
Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of one (1) year beyond the contract expiration, if commercially
available.
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 per claim limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse
date. If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following specifications, and shall be maintained in compliance with these
additional specifications throughout the duration of the Contract, or longer, if so noted:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance including, but not limited to,
Premises/Operations, Personal & Advertising Injury, Products/Completed Operations,
Independent Contractors, and Contractual Liability with combined bodily injury
(including death) and property damage limits of $1,000,000.00 per occurrence and
$2,000,000.00 general aggregate.
B. PROFESSIONAL LIABILITY INSURANCE
If CONTRACTOR is a licensed or certified person who renders professional services, then
Professional Liability Insurance to provide coverage against any claim which the
CONTRACTOR becomes legally obligated to pay as damages arising out of the
performance of professional services caused by any negligent error, omission or act with
limits of $2,000,000.00 per claim, and $2,000,000.00 aggregate.
SUBCONTRACTING LIABILITY
The CONTRACTOR will be responsible for its Subcontractors related to this Contract.
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Contract # 8425
Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/filinginfo/1295/
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The 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 the Texas Ethics
Commission’s website within seven business days.
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Exhibit F
8425 Employee Benefits Broker
Line # Description QTY UOM Unit
1 Benefits Consultant Services 1 EA
2 Consulting Fee ‐Year 1 1 Annual $90,000.00
3 Consulting Fee ‐Year 2 1 Annual $90,000.00
4 Consulting Fee ‐Year 3 1 Annual $90,000.00
5 Consulting Fee ‐Year 4 1 Annual $90,000.00
6 Consulting Fee ‐Year 5 1 Annual $90,000.00
7 Additional Services 1 EA
8 Hourly Rate for additional consulting services as requested by the City 1 HR $0.00
Lockton Dunning Benefits (Lockton
Dunning Series of Lockton Companies,
LLC)
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CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2 Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officernamed in this section AND the taxable income is not received from the local governmental entity?
Yes No
C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more?
Yes No
D.Describe each employment or business and family relationship with the local government officer named in this section.
4 I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Lockton Companies, LLC
Not applicable
Not applicable.
X
December 28, 2023
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Exhibit G-CIQ
1 Lockton Companies
Client Services Agreement
City of Denton and Lockton-Dunning Series of Lockton Companies, LLC
This Client Services Agreement (hereinafter referred to as the “Agreement”) made and entered into effective as
of February 15, 2024 (the “Effective Date”), by and between City of Denton having offices at 215 East McKinney Street,
Denton, Texas 76201 (hereinafter referred to as “Client”) and Lockton-Dunning Series of Lockton Companies, LLC,
having offices at 2100 Ross Avenue, Suite 1200, Dallas, Texas 75201 (hereinafter referred to as “Lockton”).
Client wishes to procure certain services that can be performed by Lockton; and Lockton can provide and
desires to render to Client such services; and
The parties agree that it would be to their mutual advantage to execute this Agreement and thereby define the
terms and conditions that shall control the rendering of services provided to Client by Lockton.
Now, therefore, in consideration of the foregoing recitals, the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
I. Service Period
The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the
option to renew this contract for an additional two (2) one-year periods.
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall
automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew
the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract
renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as
needed, not to exceed a total of six (6) months.
II. Service Compensation
A. Services provided by Lockton as set forth in Addendum A will be performed for annual compensation
in the amount of Ninety Thousand dollars ($90,000.00) (the “Fee”), to be invoiced monthly.
Payment of all invoices submitted under this Agreement will be made within thirty (30) days of
receipt of invoice.
The amount of the annual Fee shall be guaranteed for a period of five (5) years.
Following the Initial Term, the annual Fee will be adjusted for each subsequent annual service
period based upon corresponding increases in the Consumer Price Index.
The Fee includes $4,000.00 communications allowance.
B. Client acknowledges that Lockton may receive certain incentive compensation including contingency
payments, overrides, and bonuses as a result of being Client’s insurance broker (collectively, “Additional
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Exhibit H-Client Services Agreement & BAA
Client Services Agreement
2 Lockton Companies
Compensation”). Client consents and agrees to Lockton’s ability to receive such Additional
Compensation under all circumstances.
C. Client further acknowledges that the IAS Series of Lockton Specialties, LLC (“IAS”) has or will perform
services as set forth in Addendum A specific to life, disability and leave administration. IAS may be
entitled to receive certain compensation from the applicable carrier attributable to these services
provided to Client or on Client’s behalf (“IAS Fee”). The IAS Fee is and shall be throughout the period
IAS provides such services, non rate-impactable to Client and Client shall have no responsibility for the
payment of any such compensation. Client agrees the IAS Fee is reasonable based on the services
being provided by IAS.
D. Client further acknowledges that Lockton may receive fees, commissions, or other forms of
compensation that have no impact to rates as filed with a particular state (collectively, “Vendor
Management Fees”) for the performance of certain core and/or optional services listed in Addendum
A. Client consents and agrees to Lockton’s ability to receive such Vendor Management Fees under all
circumstances.
III. Services
A. It is hereby understood and agreed that in consideration of the compensation set forth above that
Lockton will provide services which are outlined in Addendum A, which is attached to and made part
of this Agreement (“Scope of Services”).
B. It is further agreed that other services that are outside the foregoing Scope of Services, and
compensation for such services, may be undertaken by mutual written agreement by the parties.
C. When, in Lockton’s professional judgment, it is necessary or appropriate, Lockton may utilize the
services of other intermediaries or other appropriate outside vendors to assist in the servicing of
Client’s insurance programs. However, this may only be done after consultation with and prior approval
by Client.
D. To the extent permitted by law, Lockton agrees to offer a performance guarantee for Client, whereby
Lockton agrees to put one hundred percent (100%) of its Fee at risk contingent upon Client’s subjective
evaluation of Lockton’s performance. In the event Client pays compensation directly to Lockton in the
form of fees, Lockton agrees to put its fees directly at risk. In the event Lockton is compensated in the
form of Commissions paid by insurance companies, other intermediaries, or third parties, Lockton shall
credit the amount at risk against future Commissions. Thus, Lockton agrees that it will seek to have
future placements made net of base Commissions and/or return Commissions directly to the insurance
company, other intermediary, or third party, to the extent permitted by applicable law, until the amount
at risk has been recovered.
IV. Termination of Services
Client or Lockton may terminate this Agreement at any time with thirty (30) days written notice to the other
party. Should Client terminate Lockton or designate an entity or individual other than Lockton as its agent of
record at any time subsequent to the date of this Agreement, Lockton shall immediately cease providing
services under this Agreement and will assist in the transition to a new broker/consultant. In such event, Lockton
shall bill Client for the Fee relating to Services provided up to the effective date of termination on a pro rata
basis in accordance with the compensation terms of this Agreement.
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Client Services Agreement
3 Lockton Companies
V. Additional Obligations
A. Client shall provide Lockton with reasonable cooperation and assistance necessary for Lockton to fulfill
its responsibilities to Client pursuant to the terms of this Agreement, including, without limitations,
copies of all documents reasonably requested by Lockton and the cooperation of and access to certain
of Client’s personnel.
B. Lockton acknowledges that the nature of its relationship with Client is one in which Client shall entrust
Lockton as the custodian of certain of Client’s information, some of which may be of a confidential or
proprietary nature. Lockton shall undertake all reasonable efforts to maintain the integrity of all of
Client’s information, whether or not such information is confidential or proprietary.
C. The services of Lockton shall be performed in a professional manner for the Client. More specifically,
Client and Lockton agree that for the purposes of providing its services under this Agreement, Lockton
shall at all times: (1) exercise a duty of care, skill, prudence and diligence under the circumstances
prevailing that a prudent person acting in a like capacity and familiar with Client’s benefits program
would use in the discharge of Lockton’s services, (2) exercise a duty of good faith and fair dealing, (3)
act in Client’s best interest and to put Client’s interest ahead of its own, (4) fully and fairly disclose all
material facts relating to its vendor or other third-party business relationships and compensation
arrangements, (5) exercise a duty of care, and (6) provide impartial and honest advice. Client
acknowledges and agrees that Lockton will not be acting as a fiduciary pursuant to any applicable law.
VI. General Conditions
A. The terms and conditions of this Agreement constitute the entire Agreement between the parties with
respect to the subject matter hereof. This Agreement shall not be amended except by a written
amendment signed by both parties, and no promises, agreement, or representations not herein set
forth shall be of any force or effect between them. This Agreement shall serve to terminate and
supersede all agreements and undertakings heretofore entered into between the parties on subjects
covered by this Agreement.
B. Lockton shall indemnify, defend, and hold their directors, officers, employees, agents, and
representatives harmless from and against any and all claims, damages, losses, or expenses (including
such parties’ reasonable attorney, accountant, and expert witness fees and costs) incurred by one party
as the result of (i) a material breach by the other party of any of its obligations under this Agreement
or (ii) any willful or negligent conduct of the other party.
C. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION,
LOST PROFITS AND LOST BUSINESS), ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF IT
HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF
WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHER LEGAL THEORY. IN
ANY EVENT, THE LIABILITY OF ONE PARTY TO THE OTHER FOR ANY REASON AND UPON ANY CAUSE
OF ACTION SHALL BE LIMITED TO TEN MILLION DOLLARS ($10,000,000.00). THIS LIMITATION APPLIES
TO ALL CAUSES OF ACTION IN THE AGGREGATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION
SHALL NOT APPLY TO: 1) ANY DAMAGES AWARDED IN CONJUNCTION WITH A FINAL JUDICIAL
DETERMINATION OF FRAUD OR GROSS NEGLIGENCE OR 2) PERSONAL INJURY, INCLUDING DEATH,
OR DAMAGE TO TANGIBLE PERSONAL PROPERTY CAUSED BY THE NEGLIGENT, WILLFUL OR
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Client Services Agreement
4 Lockton Companies
INTENTIONAL ACTS OF A PARTY OR ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS. REFERENCES
TO A PARTY IN THIS SECTION INCLUDE SUCH PARTY’S DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS,
AGENTS AND DOMESTIC AND INTERNATIONAL AFFILIATED ENTITIES.
D. Any communication or notice required or which may be given hereunder shall be addressed to Client
and to Lockton at their addresses set forth in the preamble hereof.
E. This Agreement shall be governed for all purposes by the laws of the state of Texas.
In witness whereof, the parties hereto have executed the Agreement as of the day and year first written above.
Lockton-Dunning Series of Lockton Companies, LLC
BY: ______________________________________________________________ DATE: ____
City of Denton
BY: ______________________________________________________________ DATE: ____
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
2/16/2024
3/6/2024
Client Services Agreement
5 Lockton Companies
Addendum A
SCOPE OF SERVICES
Services Frequency Included
Client Onboarding
Data collection At Engagement
Develop client-specific service calendar At Engagement
Strategic Planning
Establish short- and long-term goals and targets for benefit plans and their role in
client’s total compensation program Annually
Develop benefit philosophies specific to client As Necessary
Review workforce needs and trends to develop a benefits program that supports
client’s overall business objectives Annually
Compare client’s current benefits program to national and peer group benchmarks Annually
Conduct situational analysis and identify opportunities to:
Contain and/or reduce current cost trends
Optimize vendor and network performance
Improve the health and productivity of workforce
Increase provider quality and improve clinical outcomes
Determine those benefit programs that are necessary to recruit and
retain talent
Create an equitable employee/employer cost sharing structure
Optimize member utilization of healthcare
Identify operational/administrative inefficiencies and gaps to best practices
Enhance employee appreciation and satisfaction of benefit programs
Annually
Conduct meetings to solicit key stakeholder feedback Annually
Health Reform Advisory Practice
Provide information, advice and assistance with analysis and implementation of
health reform legislation requirements Ongoing
Advise clients on the integration of health reform requirements with their overall
compensation and benefits strategies Ongoing
Deliver options and recommendations tailored to each client’s circumstances Ongoing
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Client Services Agreement
6 Lockton Companies
Services Frequency Included
Plan valuations, impact studies, plan modeling and pricing strategies Ongoing
Model potential financial impact due to healthcare reform Ongoing
Evaluate feasibility of open market exchanges Ongoing
Develop strategies and resources for required employee communications Ongoing
Program Design
Review current and alternative health and welfare delivery models and funding
methodology Annually
Develop recommended plan design alternatives:
Review and recommend changes to detailed coverage provisions Annually
Contribution modeling for employees and employer Annually
Develop budgets and economic impact measurements of proposed changes Annually
Assess the impact of proposed designs on employee satisfaction:
Conduct employee surveys and focus groups As Necessary
Meet with client’s senior executives, key stakeholders and the HR/Benefits team to
discuss recommendations and implementation strategy decisions Annually
Lockton Interactive Financial Tool (LIFT):
Interactive plan design modeling tool Annually
Renewal, Marketing and Vendor Selection
Request and coordinate renewal activities with all vendors:
Medical
Prescription Drug
Dental
Vision
Life and AD&D
Absence and Disability
Other ancillary lines (as applicable)
Annually
Quantify financial impact of renewal and negotiate any variance between renewal and
client’s budget projections Annually
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Client Services Agreement
7 Lockton Companies
Services Frequency Included
Market benefit programs to mutually agreed upon vendors:
Develop Request for Proposal (RFP) with request bid specifications
Coordinate RFP release to market
Respond to carrier questions and data requests
Negotiate best and final offers
As Necessary
Prepare and present a detailed marketing and renewal report that would include:
Total and itemized cost results
Rate guarantees
Network discount analysis
Provider disruption analysis
Service capabilities
Performance guarantees
Benefit designs and variances
Carrier financial ratings
Develop vendor marketing results scorecard
Executive summary of final decisions, including marginal cost analysis associated
with program changes and/or price changes
Annually
Negotiate client:
Rate guarantees
Performance guarantees
Implementation allowance
Annually
Implementation Process
Conduct vendor site visits As Necessary
Manage implementation process:
Review and negotiate final agreements and contracts to ensure they conform to bid
specifications
Review all vendor provided employee communications, SPDs, benefit booklets and
required documents
Coordinate the administrative set-up between client and vendors for reporting,
billing, banking and data transfers
Assist with the completion and review of all required applications and other
documents as needed to place coverage
Manage a post-implementation debriefing with client and vendors to discuss
performance and needed areas for improvement
Annually
Participate with client’s legal counsel to negotiate contracts As Necessary
Benchmarking
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Client Services Agreement
8 Lockton Companies
Services Frequency Included
Dynamic and proven methodology for assessing, reporting and improving employer
benefit programs through benchmarking Annually
Facilitate the selection of the most relevant survey tools including:
Lockton’s Book of Business medical plan design, contribution and costs survey
Publicly available surveys with Public/Private and Industry cuts
Cost sharing Infolock® Norms
Benefit Point survey
Industry group surveys
Includes Medical, RX, Dental, Vision, Life/AD&D and Disability
Annually
Analyze health plan historical cost trend analysis vs. peer and national benchmarks Annually
Financial Management and Reporting
Financial reporting package:
Month-by-month paid claims segregated by line of coverage
Month-by-month enrollment
Actual plan expenses compared to budget
High-claimant activity report including plan option elected, relation, diagnosis, paid
claims amount, increase in most recent month, and amount over specific
Aggregate stop loss analysis including paid loss ratio and aggregate loss ratio
Monthly
Develop Executive Dashboard of key plan metrics Annually
Actuarial Services
Develop emerging and projected budgets based on historical paid claims and current
market trends Semi-Annually
Funding rate development Annually
COBRA rate development and rate change notification to vendors Annually
IBNR calculations and auditor interface Monthly
Plan design change valuation Annually
Stop loss/high claimant probability modeling Annually
Enrollment migration modeling Annually
Employee out-of-pocket analysis by plan options Annually
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Client Services Agreement
9 Lockton Companies
Services Frequency Included
Medicare Part D Creditable Coverage Determination by plan Annually
Medicare Part D Actuarial Attestation As Necessary
Post enrollment analysis Annually
Budget variance analysis As Necessary
Health Reimbursement Account (HRA) liability evaluation As Necessary
Infolock® Data Intelligence
Highly technical centralized data intelligence platform that provides decision support
for self-funded employers:
Standardized quarterly medical and RX claim inputs from over 30 selected vendors
Database includes 300+ employers and 1.5M lives (4M for normative data)
Infolock® dedicated Lockton management, reporting and clinical staff
Quarterly
Combines technology with consulting expertise to monitor, report, control costs, and
design benefit programs and initiatives:
Standard and custom outputs, including:
Comprehensive utilization reports
Health/risk status
Preventive care compliance
Chronic gaps in care for members with chronic conditions
Customized performance indicators
Annually
Clinical and Health Risk Solutions Services
Local dedicated Health Risk Solutions specialist focused on improving the health of
our client’s workforce:
Population health risk assessment
Identify proper risk measurement and ROI assessment
Establish the realities around financial ROI
Determine financial return in conjunction with wellness budget needs
Develop multi-year risk-specific wellness programs
Vendor assessment (this is the investigation of new wellness vendors that market to
our clients)
Evaluate opportunities for wellness intervention programs
Wellness vendor RFP development, review and selection process
Vendor implementation oversight
Vendor management
Ongoing
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Client Services Agreement
10 Lockton Companies
Services Frequency Included
Clinical staff to support client with the management of their benefit program:
Clinical interpretation of utilization data
Industry best-practices for coverage determinations
Utilization management provider performance review
Ongoing
Compliance Services
Inventory of compliance-related documents As Requested
Research legislative/regulatory issues As Necessary
Periodic topical webcasts and seminars Ongoing
Compliance alerts, newsletters and employer guides Ongoing
Provide updates on trends and developments for Health & Welfare legislative
guidance and changes Ongoing
Review proposed updates to contracts, SPDs and benefit summaries for accurate
terms, plan requirements and plan design As Requested
Draft Client-specific Section 125 cafeteria plan document (fulfilled by a third-party
vendor) As Necessary
Compliance training in areas of COBRA, Medicare, etc. As Requested
HIPAA compliance toolkit including HIPAA training As Needed
Technology Solutions
Compliance Reference Library Ongoing
Partner Portal Ongoing
Communication Services
Develop communication strategy Annually
Coordinate distribution/printing of all communication materials
Printing and fulfillment costs, if needed/incurred, are passthrough expenses Ongoing
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Client Services Agreement
11 Lockton Companies
Services Frequency Included
Draft Employee Benefits Communications:
Employee Benefit Guide or Benefit Highlights Brochure
PowerPoint presentation for employee meetings
Vendor contact card
Annual enrollment postcard
Annual enrollment posters
Home mailers
Employee recruiting guide
Annually
Conduct “train the trainer” for employee benefit plan meetings As Necessary
Distribute health awareness and consumerism communication newsletter Monthly
Ongoing Service & Vendor Management
Manage vendor participation in annual enrollment process Annually
Facilitate service meetings with vendors to address issues/problems and measure
results against performance standards Quarterly
Provide daily assistance in resolving vendor service issues:
Claims
Billing
Eligibility
Coverage appeals
Ongoing
Meet with client to discuss/review plan performance and open items Ongoing
Coordinate benefit changes and plan details with benefits outsourcing partner and
communication resource(s):
Plan design changes
Employee contributions and COBRA rates
Vendor rates of premium equivalent rates
Vendor contact information
Facilitate meetings/conference calls between vendors, outsourcing partner and
communications team
Annually
Prepare and deliver stewardship report Annually
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Client Services Agreement
12 Lockton Companies
Services Frequency Included
Stop Loss Management
Renewal, Marketing and Placement:
Conduct preliminary risk review to determine market strategy
Collect and analyze market results
Consult with clinical resource regarding ongoing claimants
Conduct policy-to-policy review
Annually
Implementation:
Ensure completion of underwriting requirements
Oversee completion and review of policy application as well as executed contract
Conduct client plan document versus stop loss policy review
Establish reporting between stop loss carrier and ASO vendor as needed
Annually
Ongoing Management:
Track claims identified during marketing/placement process
Conduct monthly monitoring of stop loss reporting for cost-savings opportunities
Identify potential excess claims
Ensure timely claim reimbursement
Report monthly status to Client Service Team
Provide year-end reconciliation of excess claims
Ongoing
Complex Claims and Clinical Consulting
Cost Containment Reviews
Review for savings opportunities
50% stop loss specific deductible
InfoLock trigger diagnoses and services
High-cost claimant review and treatment protocol
Recommend interventions to contain/reduce cost
Cost Containment Reviews analyze:
Treatment appropriateness
Medical necessity
Site of care
Coding errors
Network status
Pharmacy utilization
Alternative treatment methods
Fraud and abuse
Cost-of-care efficiency
Reports provided quarterly
Ongoing
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Client Services Agreement
13 Lockton Companies
Services Frequency Included
Claims Reviews
Historical paid claims on top five high-cost members annually.
Clinical notes on condition and treatment of members
Ongoing low and high projected costs
Year-end claims for budget projections and marketing period
Laser Reviews
Historical paid claims on high-cost members
Ongoing
Excelsior Solutions
Open enrollment support, ongoing enrollment support and advocacy:
Pharmacy trend management and audit
Current PBM provider and contract review
Pharmacy claims analysis
PBM relationship management and replacement consideration
Evaluate current prescription drug plan design and make recommendations in line
with Client goals
Ongoing
Integrated Absence Solutions
Open enrollment support, ongoing enrollment support and advocacy
Life/Disability/Leave renewals and marketing
Leave administration implementation
Compliance screening
Benchmarking assessment
Strategic consulting
Carrier advocacy
Ongoing
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Client Services Agreement
14 Lockton Companies
OPTIONAL SCOPE OF SERVICES
Optional Services*
Collective bargaining valuations
Compliance audit
Lockton survey
Strategic Communication consulting services:
Corporate communication
Media relations, employee communication and community relations
Digital media strategic communication
Assessment, strategy development and plan implementation
Issues management
Strategy development, document creation and plan implementation
Crisis communication consulting
Plan, development, training and execution
Additional communications services:
Annual enrollment videos
Employee benefit statements
Employee recruiting guide
Custom benefit guide
Employee handbook updates
Bilingual communication translations
Conduct annual enrollment presentations and/or webcasts
“Benefit Bytes” – smartphone friendly communication materials
Develop social-networking campaigns through Twitter, Facebook, etc.
Employee advocacy call center
Executive benefits consulting
Retirement consulting services
Property and casualty/risk management
Claims or loss control consulting services
Insurance brokerage and placement services
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Client Services Agreement
15 Lockton Companies
Optional Services*
Voluntary Benefits:
Needs assessment
Claims data analysis
Program design
Financial analysis
Technology offset negotiations
Marketing/placement
Implementation
Human Capital Advisory and Consulting
HR Outsourcing:
Augment client HR teams
Assist clients in four key areas:
Benefits administration
Retirement plan administration
Compensations consulting and outsourcing
Absence management administration
Compensation consulting services
Onsite clinic feasibility analysis
Wellbeing
Social Determinants of Health
*May require additional charges.
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Lockton Business Associate Agreement_2020
BUSINESS ASSOCIATE AGREEMENT
THIS BUSINESS ASSOCIATE AGREEMENT (the “Agreement”) is made and effective this 15th day of
February, 2024 (the “Effective Date”), by and between Lockton-Dunning Series of Lockton Companies,
LLC and its affiliated companies (“Lockton”), City of Denton (“Client”) and the group health plan(s)
maintained by Client (“Plan”). Client and Lockton are referred to individually as a “Party” and collectively as
the “Parties” herein.
WHEREAS, Plan is an employee welfare benefit plan as defined by Section 3(1) of the Employee
Retirement Income Security Act of 1974 (“ERISA”) that provides medical care to its employees and their
dependents;
WHEREAS, Plan has engaged Lockton to provide certain health and welfare insurance brokerage
and/or consulting services that may include, as applicable, Pharmacy Analytic Services, InfoLock® Services
and/or other consulting services as mutually agreed to by the Parties (collectively, “Services”), which may or
will necessitate Disclosure of Protected Health Information (“PHI”) to Lockton. Such Services are provided
in accordance with separate agreements with Plan and/or Client (collectively, the “Client Services
Agreement”); and
WHEREAS, the Parties to this Agreement are committed to compliance with the Privacy, Security,
Breach Notification, Standard Transactions and Enforcement Rules of the Health Insurance Portability and
Accountability Act of 1996 (as amended “HIPAA”) and its implementing regulations at 45 C.F.R. Parts 160 to
164 (collectively the “HIPAA Rules”) and any current and future regulations promulgated under HIPAA or
the Health Information Technology for Economic and Clinical Health Act as incorporated in the American
Recovery and Reinvestment Act of 2009 (the “HITECH Act”);
WHEREAS, Client is authorized to enter into this Agreement on behalf of Plan;
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to
maintain the privacy and security of PHI as set forth herein:
ARTICLE 1. DEFINITIONS
“Breach” has the meaning set forth in 45 C.F.R. 164.402 and generally means the
acquisition, access, use or disclosure of Protected Health Information which compromises the
privacy or security of such information as determined by the HIPAA Rules.
“Data Aggregation” has the meaning set forth in 45 C.F.R. 164.501 and generally means
the combining of Protected Health Information created or received by Lockton in its capacity as a
business associate of the Plan with the Protected Health Information received by Lockton in its
capacity as a business associate of another covered entity to permit data analyses that relate to the
health care operations of the respective covered entities.
“Designated Record Set” has the meaning set forth in 45 C.F.R. 164.501 and generally
means a group of records maintained for the Plan that is (i) the medical records and billing records
about individuals maintained by or for a covered health care provider; (ii) the enrollment, payment,
claims adjudication, and case or medical management record systems maintained by or for a health
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Lockton Business Associate Agreement_2020
plan; or (iii) Used, in whole or in part, by or for the Plan to make decisions about individuals. For
the purposes of this definition, “record” means any item, collection, or grouping of information that
includes Protected Health Information and is maintained, collected, Used, or disseminated by or for
the Plan.
“Disclose” or “Disclosure” has the meaning set forth in 45 C.F.R. 160.103 and generally
means the release, transfer, provision of access to, or divulging in another manner, of information
outside the entity holding the information.
“Electronic Media” has the meaning set forth in 45 C.F.R. 160.103 and generally means (i)
electronic storage media including memory devices in computers (hard drives) and any
removable/transportable digital memory medium, such as magnetic tape or disk, optical disk, or
digital memory card, or (ii) transmission media Used to exchange information already in electronic
storage media. For the purposes of this definition, “transmission media” include, for example, the
internet (wide-open), extranet (using internet technology to link a business with information
accessible only to collaborating parties), leased lines, dialup lines, private networks, and the physical
movement of removable/transportable electronic storage media. Certain transmissions, including
of paper, via facsimile, and of voice, via telephone, are not considered to be transmissions via
electronic media, because the information being exchanged did not exist in electronic form before
the transmission.
“Electronic PHI” has the meaning set forth in 45 C.F.R. 160.103 and generally means
individually identifiable health information that is transmitted by or maintained in Electronic Media.
“Individual” has the meaning set forth in 45 C.F.R. 160.103 and generally means the person
who is the subject of Protected Health Information and shall include a person who qualifies as a
personal representative in accordance with 45 C.F.R. 164.502(g).
“InfoLock® Services” means the performance of data analytic consulting services for the
Client, including but not limited to: medical and pharmacy claims, health risk assessment and
biometric screening information to identify possible trends in chronic disease, high-cost claims, and
utilization patterns.
“Pharmacy Analytics Services” means the performance of consulting services for the
Client, including but not limited to: data modeling, benchmarking, auditing, marketing of the
program or Requests for Proposals (RFP), diagnostic analysis, reporting and related pharmacy
financial and clinical information consulting services.
“Privacy Rule” means the Standards for Privacy of Individually Identifiable Health
Information at 45 C.F.R. Parts 160 and 164, Subparts A and E.
“Protected Health Information” or “PHI” has the meaning set forth in 45 C.F.R. 160.103
and generally means information that is created or received by Lockton from or on behalf of the
Plan and is information about an individual, whether oral or recorded in any form or medium: (i)
that relates to the past, present or future physical or mental condition of an individual; the provision
of health care to an individual; or the past, present or future payment for the provision of health
care to an individual, and (ii) that identifies the individual or with respect to which there is a
reasonable basis to believe the information can be Used to identify the individual. PHI does not
include individually identifiable health information in: (i) education records covered by the Family
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Lockton Business Associate Agreement_2020
Educational Right and Privacy Act, as amended, 20 U.S.C. 1232g; and (ii) records described at 20
U.S.C. 1232g(a)(4)(B)(iv). PHI also does not include individually identifiable health information
maintained by an entity in its role as an employer. PHI also does not include individually identifiable
health information regarding a person who has been deceased for more than 50 years.
“Required By Law” means a mandate contained in law that compels a covered entity to
make a Use or Disclosure of Protected Health Information and that is enforceable in a court of law.
Required By Law includes, but is not limited to, court orders and court-ordered warrants; subpoenas
or summons issued by a court, grand jury, a governmental or tribal inspector general, or an
administrative body authorized to require the production of information; a civil or an authorized
investigative demand; Medicare conditions of participation with respect to health care providers
participating in the program; and statutes or regulations that require the production of information,
including statutes or regulations that require such information if payment is sought under a
government program providing public benefits.
“Secretary” means the Secretary of Health and Human Services (HHS) or any other officer
or employee of HHS to whom the authority involved has been delegated.
“Security Incident” has the meaning set forth in 45 C.F.R. 164.304 and generally means the
attempted or successful unauthorized access, Use, Disclosure, modification, or destruction of
information or interference with system operations in an information system. Inconsequential
incidents that occur on a daily basis, such as scans or pings on Lockton’s networks or servers
containing Electronic PHI, are unsuccessful Security Incidents and shall not be considered a Security
Incident subject to reporting, unless so required by the Privacy Rule.
“Security Rule” means the Security Standards and Implementation Specifications at 45
C.F.R. Parts 160 and 164, Subparts A and C.
“Standards for Electronic Transactions Rule” means the final regulations issued by
Health and Human Services concerning standard transactions and code sets under the
Administrative Simplification provisions of HIPAA, 45 C.F.R. Parts 160 and 162.
“Unsecured PHI” has the meaning set forth in 45 C.F.R. 164.402 and generally means PHI
that is not rendered unusable, unreadable or indecipherable to unauthorized individuals through
the use of a technology or methodology specified by the Secretary.
“Use” has the meaning set forth in 45 C.F.R. 160.103 and generally means the sharing,
employment, application, utilization, examination, or analysis of information.
All terms used, but not otherwise defined, in this Agreement shall have the same meaning
as those terms in the HIPAA Rules.
ARTICLE 2. OBLIGATIONS AND ACTIVITIES OF LOCKTON
2.1 Lockton agrees to not Use or further Disclose PHI other than as permitted or required by
this Agreement or as Required By Law.
2.2 Lockton agrees to use appropriate safeguards to prevent the Use or Disclosure of the PHI
other than as provided for by this Agreement.
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Lockton Business Associate Agreement_2020
2.3 Lockton agrees to implement administrative, physical, and technical safeguards and comply
with Subpart C of 45 C.F.R. Part 164 with respect to Electronic PHI.
2.4 Lockton agrees to notify the Plan of any Security Incident or Use or Disclosure of PHI not
permitted by this Agreement of which Lockton is aware, including any Breach of Unsecured PHI as required
by 45 C.F.R. 164.410. Such notice shall be provided within three (3) business days and shall include, to the
extent possible, information that is required to be included in notification to the individual under 45 C.F.R.
164.404. In addition to such notice, Lockton will document as required by 45 C.F.R. Part 164, Subpart C and
report to Plan (i) any successful unauthorized access, use, disclosure, modification, or destruction of Plan’s
Electronic Protected Health Information of which Lockton becomes aware, or (ii) any successful
unauthorized interference with system operations in Lockton’s Information System containing Plan’s
Electronic Protected Health Information of which Lockton becomes aware. Such reports will be provided
within ten (10) business days of when Lockton becomes aware of the incident.
2.4.1 Lockton and Plan agree that unsuccessful attempts at unauthorized access or system
interference occur frequently and that there is no significant benefit for data security from requiring
the documentation and reporting of such unsuccessful intrusion attempts. In addition, the Parties
agree that the cost of documenting and reporting such unsuccessful attempts as they occur would
outweigh any potential benefit gained from reporting them. Consequently, both Lockton and Plan
agree that this Agreement shall constitute the documentation, notice and written report of such
unsuccessful attempts at unauthorized access or system interference as required above and by 45
C.F.R. Part 164, Subpart C and that no further notice or report of such attempts will be required. By
way of example (and not limitation in any way), the Parties consider the following to be illustrative
(but not exhaustive) of unsuccessful Security Incidents when they do not result in unauthorized
access, use, disclosure, modification, or destruction of e-PHI or interference with an information
system:
1. Pings on a Party’s firewall,
2. Port scans,
3. Attempts to log on to a system or enter a database with an invalid password or
username,
4. Denial-of-service attacks that do not result in a server being taken off-line, and
5. Malware (e.g., worms, viruses).
Lockton will cooperate with Plan in investigating the Breach and in meeting the Plan’s obligations
under applicable breach notification laws. In addition to providing notice to Plan of a Breach,
Lockton will provide any required notice to individuals, the media, and applicable regulators (e.g.,
the Secretary) on behalf of Plan in accordance with and within the timeframes prescribed by
applicable law (e.g., 45 C.F.R. §§ 164.402, 164.406, and 164.408).
2.5 Lockton, the Client or the Client’s representative may disclose PHI to subcontractors,
vendors, agents and/or other third parties, including affiliates of Lockton, to the extent necessary to perform
the Services in accordance with the Client Services Agreement. To the extent any subcontractor, vendor,
agent and/or other third party creates, receives, maintains or transmits PHI of the Plan on behalf of Lockton,
Lockton agrees to ensure that any such subcontractor, vendor, agent and/or other third party agrees in
writing to the same restrictions and conditions that apply to Lockton with respect to such PHI.
2.6 To the extent any affiliate of Lockton creates, receives, maintains or transmits PHI of Plan
to provide Services to Client pursuant to this Agreement and/or the Client Services Agreement, Lockton
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Lockton Business Associate Agreement_2020
agrees to ensure that such affiliate agrees in writing to the same restrictions and conditions that apply to
Lockton with respect to such PHI.
2.7 Upon request by an Individual, Plan shall determine whether an Individual is entitled to
access his or her PHI pursuant to 45 C.F.R. § 164.524. If Plan determines that an Individual is entitled to such
access, and that such PHI is under the control of Lockton, Plan will communicate the decision to Lockton.
At the request of the Plan, Lockton agrees to provide access to PHI in a Designated Record Set, as directed
to an Individual in order to meet the Plan’s obligations under 45 C.F.R. 164.524. Lockton shall provide access
to the PHI in the same manner as would be required for Plan. If Lockton receives an Individual’s request to
access his or her PHI, Lockton shall forward such request to Plan within five (5) business days.
2.8 Upon request by an Individual, Plan shall determine whether any Individual is entitled to
amend his or her PHI pursuant to 45 C.F.R. § 164.526. If Plan determines that an Individual is entitled to
such an amendment, and that such PHI is both in a designated record set and under the control of Lockton,
Plan will communicate the decision to Lockton. Lockton agrees to make any amendment(s) to PHI in a
Designated Record Set as directed by or agreed to by Plan and to take any other measures necessary to
satisfy the Plan’s obligations pursuant to 45 C.F.R. 164.526. Lockton shall provide an opportunity to amend
the PHI in the same manner as would be required for Plan. If Lockton receives an Individual’s request to
amend his or her PHI, Lockton shall forward such request to Plan within 5 business days.
2.9 Lockton agrees to make internal practices, books, and records, relating to the security, Use,
and Disclosure of PHI received from, or created or received by Lockton on behalf of, the Plan available to
the Secretary, in a time and manner mutually agreed upon by Lockton and the Plan or as designated by the
Secretary, for purposes of the Secretary determining the Plan’s compliance with HIPAA.
2.10 Upon request by an Individual, Plan shall determine whether any Individual is entitled to an
accounting pursuant to 45 C.F.R. § 164.528. If Plan determines that an Individual is entitled to an accounting,
Plan will communicate the decision to Lockton. Lockton agrees to document such Disclosures of PHI and,
provide such information to Plan as would be required for the Plan to respond to a request by an individual
for an Accounting of Disclosures of PHI in accordance with 45 C.F.R. 164.528. Lockton will provide
information to Plan that will enable Plan to meet its accounting obligations. If Lockton receives an
Individual’s request for an accounting, Lockton shall forward such request to Plan within five (5) business
days.
2.11 To the extent Lockton is to carry out one or more of Plan’s obligations with respect to
HIPAA, Lockton will comply with the requirements of HIPAA in the performance of such obligations.
2.12 Sale of PHI. Lockton shall not sell or receive remuneration, either directly or indirectly,
in exchange for PHI, except as may be permitted by 45 C.F.R. § 164.502(a)(5) and § 164.508(a)(4) and
provided that this prohibition shall not be construed to limit or otherwise affect payment by Covered
Entity to Lockton for its Services provided under the Client Services Agreement.
2.13 To the extent Lockton, as business associate creates, receives or maintains information
related to substance use treatment services subject to 42 C.F.R. Part 2 (“Part 2 Information”) for or from
Covered Entity hereunder, Lockton will:
1. Comply with all obligations of 42 C.F.R. Part 2 as to the Part 2 Information;
2. Include notification required of 42 C.F.R. 2.32 with any disclosure of the Part 2 Information;
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Lockton Business Associate Agreement_2020
3. Implement appropriate safeguards to prevent unauthorized uses and disclosures of the Part 2
Information;
4. Report any unauthorized uses, disclosures, or breaches of the Part 2 Information to Covered
Entity;
5. Only use or disclose the Part 2 Information as necessary to perform services on behalf of Covered
Entity; and
6. Not disclose the Part 2 Information to any third party unless that third party (a) has agreed in
writing to comply with these restrictions; (b) assists business associate in the provision of services
to Covered Entity; and (c) will only further disclose the Part 2 Information back to Lockton or the
applicable covered entity.
ARTICLE 3. PERMITTED USES AND DISCLOSURES BY LOCKTON
Lockton will Use or Disclose PHI including, without limitation, claim, eligibility, financial and other
data received from, or created or received on behalf of Plan consistent with the minimum necessary
requirements applicable to Plan set forth in 45 C.F.R. 164.514(d) and only:
3.1 Use or Disclose PHI as permitted or required by this Agreement or applicable law, or to
perform Services under the Client Services Agreement on behalf of Client and Plan as described in this
Agreement, but not in such a manner that would violate HIPAA or the Privacy Rule.
3.2 For the proper management and administration of Lockton or to carry out the
responsibilities of Lockton, provided that Lockton will only Disclose PHI pursuant to this Paragraph 3.2
where such Disclosure is Required By Law or Lockton obtains reasonable assurances from the person to
whom the PHI is Disclosed that it will remain confidential and Used or further Disclosed only as Required
By Law or for the purpose for which it was Disclosed to the person, and the person notifies Lockton of any
instances of which it is aware in which the confidentiality of the information is breached;
3.3 To create de-identified information in compliance with 45 C.F.R. 164.514(a)-(c). Once PHI
has been de-identified, it shall no longer be considered PHI and shall not be subject to the confidentiality
obligations or restrictions on Disclosure set forth in this Agreement;
3.4 To provide Data Aggregation Services 45 C.F.R. 164 on behalf of the Plan, including, without
limitation, Disclosure of PHI to subcontractors, vendors and/or other third parties, as may be necessary to
allow Lockton to perform the Services and for the health care operations of the Plan; to Use and store PHI
in a benchmark database; and to Disclose de-identified and disassociated data for population
benchmarking and normative reporting purposes.
3.5 To Use PHI to report violations of law to appropriate federal and state authorities
consistent with the Privacy Rule; and
3.6 As Required by Law.
ARTICLE 4. OBLIGATIONS OF CLIENT
4.1 Client shall make all necessary amendments to Plan documents to permit Use and
Disclosure of PHI by Lockton as described in this Agreement.
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Lockton Business Associate Agreement_2020
4.2 Client shall provide Lockton with a list of person(s) (“Designee”) who perform functions for
the Plan or for the Client as Plan Sponsor to whom it is permissible for Lockton to Disclose PHI. To the
extent Client has limited the amount of PHI that may be Disclosed to a Designee, Client shall notify Lockton
of such limitation. Client shall immediately notify Lockton of any changes in a Designee or the extent of
PHI that may be disclosed to a Designee.
4.3 Client shall provide Lockton with the Plan’s notice of privacy practices, as well as any
changes to such notice. Client shall ensure that such notice of privacy practices permits the Use and
Disclosure of PHI by Lockton as described in this Agreement.
4.4 Client will provide necessary authorization or instruction to the administrator of the Plan
to facilitate the release of PHI to Lockton and applicable third parties to the extent necessary for Lockton
to provide the Services, including any consents and notices required under 42 C.F.R. Part 2.
4.5 Client shall provide Lockton with any changes in, or revocation of, permission by an
individual to Use or Disclose PHI, if such changes affect Lockton’s Use or Disclosure of PHI under this
Agreement.
4.6 Client shall notify Lockton of any restriction to the Use or Disclosure of PHI that the Client
has agreed to on behalf of the Plan in accordance with 45 C.F.R. 164.522.
4.7 Client shall not request Lockton Use or Disclose or receive PHI in any manner that would
not be permissible under HIPAA if done by the Plan.
4.8 Client will not Use or Disclose any information received from Lockton for employment-
related actions and decisions or in connection with any other benefit or employee benefit plan of Client.
ARTICLE 5. TERM AND TERMINATION OF THE AGREEMENT
5.1 Term. This Agreement shall be effective as of the Effective Date. Subject to Paragraph 5.3,
this Agreement shall end upon the termination of the Client Services Agreement or upon termination for
cause as set forth in Paragraph 5.2.
5.2 Termination for Cause. If Lockton violates any material term of this Agreement, the Client
shall provide an opportunity for Lockton to cure the breach or end the violation. If Lockton does not cure
the breach or end the violation within a reasonable time period or if cure is not possible, Client may
immediately terminate this Agreement and the Client Services Agreement. If the breach is not curable, Plan
and/or Client may immediately terminate this Agreement and the Client Services Agreement. Upon
Lockton’s knowledge of a material breach of this Agreement by Plan, Lockton shall have all of the rights
available to Plan in this Paragraph 5.2.
5.3 Effect of Termination.
(A) Upon termination of this Agreement, Lockton shall, if feasible, return or destroy all
PHI received from the Plan, or created or received by Lockton on behalf of the Plan. This provision shall
also apply to PHI that is in the possession of subcontractors, vendors and/or other third parties engaged
by Lockton to assist in the provision of Services. Lockton shall retain PHI only as described in Subparagraph
(B) below.
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Lockton Business Associate Agreement_2020
(B) Lockton shall retain only that PHI for which return or destruction is infeasible or
retention is necessary for Lockton to continue its proper management and administration or to carry out its
legal responsibilities. Lockton shall continue to use appropriate safeguards, comply with HIPAA, and adhere
to the terms of this Agreement with respect to PHI for as long as Lockton retains the PHI.
ARTICLE 6. MISCELLANEOUS PROVISIONS
6.1 Regulatory Reference. A reference in this Agreement to a section in HIPAA or to a section
of the Code of Federal Regulations means the section as in effect or as amended, and for which compliance
is required.
6.2 Amendment. The Client and Lockton agree to take such action as is necessary to amend
this Agreement from time to time as is necessary for the Plan to comply with the requirements of HIPAA,
including the provisions of HITECH. This Agreement may be amended by the Client and Lockton by the
express mutual written agreement of the Parties. This Agreement contains the entire Business Associate
Agreement between the Parties and supersedes all other understandings and agreements, oral or written,
between the Parties regarding privacy of PHI.
6.3 Survival. The respective rights and obligations of Lockton under Paragraph 5.3 of this
Agreement shall survive the termination of this Agreement.
6.4 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning
that permits the Plan and Lockton to comply with HIPAA. When a section of the Agreement calls for Lockton
to respond to a request from the Plan in conjunction with a regulation specifically cited in the section,
Lockton may rely on the Plan’s request as verification by the Plan that the request is made in compliance
with the regulation. Lockton is not responsible for confirming that the Plan’s request is made in compliance
with the specific regulation.
6.5 Indemnification. Lockton will indemnify the Client and hold it harmless against any loss,
cost, damage, claim or expense (including reasonable attorney’s fees) arising from Lockton’s improper Use
and/or Disclosure of PHI through negligence or intentional wrongdoing or from breach of this Agreement.
6.6 Governing Law. This Agreement shall be governed by HIPAA and, where not covered by
HIPAA or other federal law, the laws of the State of Texas.
6.7 Terms. Where the context of the Agreement requires, the singular shall include the plural
and the masculine gender shall include the feminine. Headings or titles of sections are for general
information only and this Agreement shall not be construed by reference to such titles.
6.8 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and permitted assigns.
6.9 Severability. If any provision of this Agreement is held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision, and this Agreement shall be construed
and enforced as if such provision had not been included.
6.10 Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to
confer, nor shall anything herein confer, upon any person other than Lockton, or the Client and their
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
Lockton Business Associate Agreement_2020
respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
6.11 Effect on Client Services Agreement. Except as specifically required to implement the
purposes of this Agreement, or to the extent inconsistent with this Agreement, all other terms of the
underlying Client Services Agreement shall remain in force and effect.
6.12 Counterparts. This Agreement may be executed in two or more counterparts, each of
which may be deemed an original, but all of which taken together shall constitute one and the same
instrument.
6.13 Confidentiality. Lockton acknowledges that the City of Denton must strictly comply
with the Public Information Act, Chapter 552, Texas Government Code in responding to any
request for public information related to this Agreement. This obligation supersedes any
conflicting provisions of this Agreement. All material submitted by Lockton to the City of Denton
shall become property of the City upon receipt. Any portions of such material claimed by Lockton
to be proprietary must be clearly marked as such. Determination of the public nature of the material
is subject to the Texas Public Information Act, chapter 552, and Texas Government Code.
This Agreement is executed and effective on the Effective Date first written above.
Lockton-Dunning Series of Lockton
Companies, LLC
By:
Name: Jeffery J. Lowry
Title: Vice President, Compliance Consulting
Date: _______________________________
City of Denton, on behalf of Plan and Client
By: _______________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
DocuSign Envelope ID: 666C8E0A-CD7D-4461-BBB3-7EE663E1324E
2/16/2024
Sara Hensley
3/6/2024
City Manager
Certificate Of Completion
Envelope Id: 666C8E0ACD7D4461BBB37EE663E1324E Status: Completed
Subject: Please DocuSign: City Council Contract 8425 Employee Benefits Broker
Source Envelope:
Document Pages: 53 Signatures: 9 Envelope Originator:
Certificate Pages: 6 Initials: 1 Ginny Brummett
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Ginny.Brummett@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
2/15/2024 11:34:54 AM
Holder: Ginny Brummett
Ginny.Brummett@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Ginny Brummett
ginny.brummett@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 2/15/2024 11:36:03 AM
Viewed: 2/15/2024 11:36:11 AM
Signed: 2/15/2024 11:36:32 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.197.72.157
Signed using mobile
Sent: 2/15/2024 11:36:34 AM
Viewed: 2/15/2024 11:40:03 AM
Signed: 2/15/2024 11:41:42 AM
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)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 2/15/2024 11:41:43 AM
Viewed: 2/15/2024 3:27:05 PM
Signed: 2/15/2024 3:34:34 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kril Cunningham
KCunningham@lockton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.18.15.6
Sent: 2/15/2024 3:34:36 PM
Resent: 2/16/2024 10:08:40 AM
Viewed: 2/16/2024 10:12:40 AM
Signed: 2/16/2024 10:13:50 AM
Electronic Record and Signature Disclosure:
Accepted: 2/15/2024 5:11:33 PM
ID: 4d3b35e6-3239-43e9-b9bd-82942cf515c0
Signer Events Signature Timestamp
Megan Gilbreath
Megan.Gilbreath@cityofdenton.com
HR Director
City of Denton - Human Resources
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.244.22.166
Signed using mobile
Sent: 2/16/2024 10:13:52 AM
Viewed: 2/16/2024 10:14:48 AM
Signed: 2/16/2024 10:15:39 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jeffrey Lowry
jlowry@lockton.com
VP, Compliance
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 208.18.15.6
Sent: 2/16/2024 10:15:42 AM
Resent: 2/16/2024 10:20:15 AM
Viewed: 2/16/2024 11:31:31 AM
Signed: 2/16/2024 3:27:48 PM
Electronic Record and Signature Disclosure:
Accepted: 2/16/2024 11:31:31 AM
ID: 6d723702-71e6-48ef-bc1c-1df5a02fb8e5
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 2/16/2024 3:27:50 PM
Viewed: 3/6/2024 9:24:22 AM
Signed: 3/6/2024 9:25:00 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 3/6/2024 9:25:03 AM
Viewed: 3/6/2024 10:24:45 AM
Signed: 3/6/2024 10:24:53 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jesus Salazar
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 3/6/2024 10:24:56 AM
Viewed: 3/6/2024 12:46:27 PM
Signed: 3/6/2024 12:47:11 PM
Electronic Record and Signature Disclosure:
Accepted: 3/6/2024 12:46:27 PM
ID: 283532fd-f9a8-4dfe-b3f0-17630f6932e8
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/15/2024 11:36:34 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/16/2024 10:15:41 AM
Viewed: 2/16/2024 3:37:53 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/6/2024 12:47:15 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cindy Hampton
Cindy.Hampton@cityofdenton.com
Total Rewards Manager
Security Level: Email, Account Authentication
(None)
Sent: 3/6/2024 12:47:17 PM
Electronic Record and Signature Disclosure:
Accepted: 2/16/2024 7:04:21 AM
ID: 1243a629-8b8e-4ebc-9938-04ad121a69d4
Kristin Moore
Kristin.Moore@lockton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/6/2024 12:47:19 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/15/2024 11:36:03 AM
Envelope Updated Security Checked 2/15/2024 1:58:49 PM
Envelope Updated Security Checked 2/15/2024 1:58:49 PM
Envelope Updated Security Checked 2/15/2024 1:58:49 PM
Envelope Updated Security Checked 2/16/2024 10:20:14 AM
Certified Delivered Security Checked 3/6/2024 12:46:27 PM
Signing Complete Security Checked 3/6/2024 12:47:11 PM
Completed Security Checked 3/6/2024 12:47:19 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
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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 of
this 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
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documents are first sent to you. After such time, if you wish for us to send you paper copies of
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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 time
change your mind and tell us that thereafter you want to receive required notices and disclosures
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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
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required notices and disclosures electronically from us and you will no longer be able to use your
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Kril Cunningham, Jeffrey Lowry, Jesus Salazar, Cindy Hampton
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
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To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
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the body of such request you must state your e-mail address, full name, US Postal address, and
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To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
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consequences of your withdrawing consent for online documents will be that transactions
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NetScape 7.2 (or above)
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Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
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To confirm to us that you can access this information electronically, which will be similar to
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please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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exclusively through electronic means all notices, disclosures, authorizations,
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