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8795 - Contract Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 8795 Financial Planning Process Christina Dormady City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 16 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 8795 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and CITYBASE.NET, with its corporate office at 4906 MORNING GLORY WAY, MCKINNEY, TX 75070, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Financial Planning Process, as described in Exhibit A, which is attached hereto and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit A as if written word for word herein. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 4/7/2025 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 16 B. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit A, which shall be attached to this Agreement and made a part hereof. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit A. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 16 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit A. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $42,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 16 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 16 Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit D which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 6 of 16 will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Citybase.net City of Denton Lewis F. McLain, Jr. Purchasing Manager –File 8795 4906 Morning Glory Way 901B Texas Street McKinney, TX 75070 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 7 of 16 ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 8 of 16 The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – Consultant’s Scope of Services Exhibit B – Consultant’s Compensation Rate Sheet Exhibit C – Requested Information for MYFP Exhibit D – Insurance Requirements What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Lewis F. McLain, Jr. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 9 of 16 steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 10 of 16 ARTICLE XXIV 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. ARTICLE XXV 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. ARTICLE XXVI Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVII Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 11 of 16 or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVIII Termination Right for Contracts with Companies Doing Business with Certain Foreign- Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. ARTICLE XXIX 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 23-1165 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 4/7/2025 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 12 of 16 CONSULTANT BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS CITY OF DENTON, TEXAS BY: _____________________________ BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 Lewis.McLain@outlook.com Owner Lewis McLain Owner Chief Financial Officer Finance Jessica Williams Christina Dormady Services Agreement CityBase.Net, Inc. Page 7 of 12 Exhibits A, B, C City of Denton Proposal for a Comprehensive Financial Planning Process (MYFP) Lewis F. McLain, Jr., President dba CityBase.Net February 2025 Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 Services Agreement CityBase.Net, Inc. Page 8 of 12 This proposal will encompass as many of the elements in the mindmap above as possible. As might be expected, not everything can be accomplished in the first year. Even though this proposal obligates the City to only one year at a time, it is being made with the expectation that the agreement will be continued for several years. The intended services include taking advantage of the full array of data that will be made available to the Consultant by the City. It builds on Zero-Base Budgeting principles yet with a very granular expenditure documentation features down to the justification of line items in the spirit of Baseline Budgeting. The Consultant was the Budget Director of Garland, the first city to implement ZBB by the creator of the process. While ordinary budgeting is generally bottom-up with Budget Managers grinding out budgets and sending to upper management to balance, this MYFP process is more top- down. By top-down, it is meant to first be developed as a managerial tool with forecasts constrained by historical parameters derived from analysis. The City Manager starts with a balanced budget. Whether or not most cities are aware of having their own DNA, it exists. And it is also true that there are more similarities than differences between cities within a region. Further, there are even more similarities within a given city over a number of years when adjusted for population growth and Inflation. Hence, MYFP embraces and builds on those similarities. Please let us know what we can do to obtain the necessary approvals to get this exciting project off the ground. LFM. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 Services Agreement CityBase.Net, Inc. Page 10 of 12 EXHIBIT A SCOPE OF SERVICES Multi-Year Financial Plan Introduction Lewis F. McLain, Jr., President, CityBase.Net, Inc. (LFM) is highly qualified to construct and maintain a MYFP Model & Reporting System (See Attachment A). LFM and the City of Denton (“CITY”) enter into this Agreement for a MYFP Model & Reporting System, a service (not software) with a variety of products that are described in the Scope of Service section below. Scope of Services • The MYFP will be for at through 2050, including all funds, balance sheets and income statements. • There will also be a ten-year history compiled that ties to the Financial Statements and Budgets. • The MYFP will be developed at the line item level. • Staffing tables will be incorporated. • Growth estimates will consider inflation and population-driven increases. • Other drivers (workload measures and performance data) will be used as much as possible. • Infrastructure aging and replacement data will be incorporated with staff assistance. • Vehicle aging and replacement data will be incorporated with staff assistance. • All CIP plans will be incorporated. • Debt issuance and detailed debt schedules will be incorporated. • Reserve policies will be reviewed, defined and analyzed. • Receivables aging will be incorporated with staff assistance. • General & Administrative Costs will be analyzed. • Payments in lieu of taxes (PILOTs) for property taxes, franchise taxes will be computed for consideration. • Assumptions will be built in every place possible for reasonably easy changes. • Alternative Scenarios will be considered within reason. • Two presentations will be prepared, one for the Staff and the other for the Council. • Individual department meetings for data input and review will be the responsibility of the city staff. • Most meetings will be conducted using Zoom. Timetable CITY shall provide the certain information as listed in Exhibit C. Work will commence upon approval. It is anticipated that a working report for the General Fund and related will be available to the Staff in advance of summer internal budget workshops in July 2025. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 Services Agreement CityBase.Net, Inc. Page 11 of 12 Ownership of Data & Work Products This Agreement is intended to be a service agreement and is not a software sale or lease. Therefore, LFM and CITY agree to these following items. • LFM’s work product given to CITY shall be in the form of Adobe PDF files, Excel Spreadsheets, and Power BI online reports. There will be no paper reports. All PDF and Power BI files shall be delivered to only staff persons designated by CITY. • LFM may use the latest versions of Excel, SQL Server, Power BI and Crystal Reports and several other Business Intelligence software tools LFM finds ideal for this service. These work products belong to LFM and shall not be the property of CITY. Confidential Information & Security All of the information will be kept confidential in accordance with state laws. CityBase would prefer to exchange data and products only through named CITY employees so that a clear “chain of custody” is documented. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 Services Agreement CityBase.Net, Inc. Page 12 of 12 Qualifications Lewis F. McLain, Jr. Consultant, Trainer, Writer, Analyst 214-793-7729 lewis.mclain@outlook.com Academic: Graduated from University of North Texas in December 1971 with a BBA in Accounting. Taught Undergraduate and Graduate Courses at Southern Methodist University (1979 - 1983), University of Dallas (1983) and University of North Texas (1993). Most recently (2006) taught a graduate course in MPA program: Performance Measures for Local Governments and Non-Profits at UNT. Employment: Boise Cascade Envelope Division – Assistant Controller (1972-1973); Garland - Budget Director (1973-1977); Dallas County - Budget Officer (1977-1979); First National Bank in Dallas – Vice President Public Finance (1979-1980); Fiscal Planning Consultant (1981-2001); Director of Administration, North Central Texas Council of Governments (2001-2002); President, CityBase.Net, Inc., (2000-), Principal, McLain Decision Support Systems, (2004-), Fiscal Manager (Part-Time) North Central Texas Council of Governments (2008-2012) Consulting Experience: Areas of Specialty: Impact Fees; Water & Sewer Rate Studies; Stormwater Drainage Fees; Multi-Year Financial Planning; Budgeting & Performance Analyses; Computer Modeling (Excel); Financial Analyses; Build-Out Analyses; Real Estate & Economic Feasibility Analyses. Previous and Current Clients: Addison, Arlington, Bellaire, Cedar Hill, Carrollton, College Station, Conroe, Coppell, Dallas County, Duncanville, Euless, Fort Worth, Friendswood, Granbury, Grand Prairie, Grapevine, Greenville, Highland Park, Highland Village, Huntsville, Hurst, Irving, Lancaster, La Porte, Lewisville, Little Elm, McKinney, Missouri City, North Richland Hills, Plano, Princeton, Richardson, San Marcos, Seagoville, Denton, Trophy Club and University Park. Current sales tax clients include DART, Brazoria County and the Cities of Denton, Groves, Highland Village, Killeen, Leander, McKinney, Midland, Pearland, Plano, Richardson, Rockport, Southlake, Stafford, Victoria and Wichita Falls. Seminars with National, State and Regional Organizations (100+). Orientation to Microcomputers, Impact Fees, Utility Rate Making, Fiscal Impact Analyses, Budgeting/Multi-Year Financial Planning, Finance/Budget Officer Mentoring and Development and Ethics & Various Managerial Topics. Most Recently Municipal Problem Solving Using Excel as the Analytical Tool. Publications (Mostly GFOAT Monthly Newsletter). Essay series on “Looking for the Good in Local Government” 2013-2014. Essay series on “Can Detroit Happen Here” 2013-2014. Essay series on various municipal topics” 2008-2014. “Cost of Service Lessons Afforded by a Fleet Maintenance Analysis” April 2008. “The Slippery Slope of Sales Tax Revenues” February 2008 “Disobeying the Laws of Arithmetic” January 2008. “In Search of a Methodology to Normalize Water Revenues” August 2007. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 Services Agreement CityBase.Net, Inc. Page 13 of 12 “A Method and Rationale for Calculating the Average Age of Your City” June 2007. “A Fire Station Site Model & How This is Related to Budgeting” May 2007. “The Need to Replace Public Debate with Community Dialogue” July 2006. (Co-Authored). “Using the Monthly Experience Curve to Assist with Continuous Year-End Estimate” June 2006. “Please Don’t Bring Me a Problem without a Solution: A Message from Management” October 2005. “Effective Finance Directors Have Strong Chief Accountants” September 2005. “GFOAT Resource Library – Official Statements” July 2005. “Develop an Exit Strategy: There Can Be Life after Municipal Government” June 2005. “Will The Real CPI Please Stand Up” April 2005. “The Handwriting Is On the Wall” March 2005. “The Math of Space & Place” March 2005. “Understanding the Capacity in Cost Analysis” November 2004. “This Is What I Know: A Primer for Newly Elected Officials” July 2004 “Applying Technical Analysis To Sales Tax Data” March 2004. “Stormwater Drainage Fees – Why Are You Waiting?” August 2003. “Understanding Budget Arithmetic” June 2003. “Zero-Base Budgeting Revisited” February 2003. “Between Epiphany and Elvis – A Memo In Preparation of a Staff Planning Meeting” January 2003. “About Those Leave Policies: A Follow-Up to a Previous Article” October 2002. “Now More Than Ever Is The Time To Be Vigilant” July 2002. “The Not-So-Visible Costs of Fringe Benefits and Leave Benefits” June 2002. “The Pareto Principle – the 80/20 Rule” February 2002. “How Will Electric Deregulation Affect Electric Franchise Fees?” August 2001. “Analyzing Solid Waste Rates for Commercial Customers” April 2001. “Three Little Words” September 2000. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 Services Agreement CityBase.Net, Inc. Page 14 of 12 "The Business of GFOAT" August 2000. "Capital Project Management: Do It Right on the Front End or Suffer the Forensic Audit on the Back End” July 2000. "City Manager Memorandum: Preparing for a Pre-Budget Retreat" February 2000. "The Basics of Budgeting for Newly Elected Officials" Texas City & City June 2000 "The Financial Functions Overlaid with Managerial Functions: Emphasizing the Management in Financial Management” October 1999. "Impact Fees and the Finance Official: Accounting Requirements on The Horizon and The Overall Instructional Value of Impact Fee Issues” September 1999. "The GFOAT Executive Directorship” July 1999 Co-Authored with Kathy DuBose and Charles Cox. "General Principles of Web Design and Thinking about the Finance Section” June 1999. "Fiscal Diplomacy Tool - The Decision Matrix” April 1999. "Welcome to WWW.GFOAT.ORG” March 1999. “The Politics and Practicalities of Information Overload” January 1999. “The Value of Comparative Data – Part III – Understanding Your Tax Base” December 1998. “Deputized To Play Fairly” November 1998. “The Value of Comparative Data – Part I” September 1998. “Preparing For A Job Interview – Including The One You Want To Keep” June 1998. "Financial Planning Fundamentals - Can You Handle The Truth?” April 1998. "Will The Real Fund Balance Please Stand Up” March 1998. "Why Good People Steal” February 1998. "Mentorship - Achieving That Delicate Balance” September 1996. "Developing Utility Rates To Satisfy Economic Development Objectives” December 1992. "An Argument for Recovering Delayed Tax Collections In The Building Permit Fee” October 1993. "An Elected Official Workshop Trilogy” October 1989. "Big Differences in Texas Counties” August 1989. "How Strategic Planning Can Help Put Budgeting In Perspective” October 1988. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 Services Agreement CityBase.Net, Inc. Page 15 of 12 "A Look at Interest & Sinking Funds In Light Of Truth-In-Taxation and Tax Reform” July 1988. "Personal Financial Planning Offered As an Employee Assistance Program” February 1988. "Tax Abatements - Wake Up Finance Directors!” December 1987. "The Bank Franchise Tax - It Still Ain't Fixed!” August 1987. "Professional Accreditation: A Texas Effort” June 1987. "What Can I Learn From You? A Preparatory Exercise for Budgeting” April 1987. "Frustration & Fatigue: The Aftermath Of The Audit” March 1987. "The Bond Buyer Index: A Look At The Historical Trends” January 1987. "Finance Directors Want To Look Under The Hood” November 1986. "Finance Director Stress Management” October 1986. "An Argument for A Golden Years Trust Fund” January 1986. "Are You Part Of The Management Team?" December 1985. "Investment Policies” November 1985. "Treasury Bill Discount Rate Vs. Yield” October 1985. Other Government Leadership Roles: Executive Director, GFOAT: Engaged by the Government Finance Officers Association of Texas (GFOAT), a then-800+ member organization, to be the contractual Executive Director in a part-time relationship from 1999 to 2004. Duties included general leadership, coordination and assistance to the GFOAT Board and standing committees. Remained as Newsletter Editor until June 2006. Recipient of the first GFOAT Ethics Award in 2003 and given the honor of having the award being named, “The Lewis F. McLain, Jr. Ethics in Leadership Award.” Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 Services Agreement CityBase.Net, Inc. Page 16 of 12 EXHIBIT B FEE SCHEDULE MYFP: $42,000 per year for each year if extended: Billing Schedule: • Upon Signing $21,000. • September 30, 2025 $10,500. • December 31, 2025 $10,500. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 Services Agreement CityBase.Net, Inc. Page 17 of 12 EXHIBIT C Requested Information for MYFP 1. Pre-closing Trial Balances for all funds for the past ten years. 2. Complete chart of accounts with titles. Fund, Function, Department, Division, Object Class, and Object. 3. A listing of all related Accounts Receivable as of the end of September 2024 in order for an aging report to be prepared. 4. A listing of all Write-Offs, if any, for the past five years. 5. A current listing of meters with manufacturer, model, size, serial numbers, installation date with total volume as of the most recent month 2024 and any other information on file regarding water meters and, if any, sewer meters. 6. Monthly bills from any wholesale water & sewer provider that shows volume, peak day, peak hour, BOD & TSS metrics and any other pertinent billing information such as billing/metering adjustments. 7. Any agreements and data related to system/cost sharing considerations. 8. Any information related to the infrastructure including streets, sidewalks, drainage system, water and sewer line segments by size, length and age. Also, a listing of water tanks, wells, pumps, fire hydrants, major valves, lift stations in order to do an aging analysis. All details that are summarized and published in the AFCRs. 9. Information related to major maintenance, repair, rehabilitation or replacement plans in the next five years, including storage tank painting. 10. All information that can assist in the calculation of Water Loss & Unaccounted For as well as Wastewater Inflow/Infiltration for the past five years. 11. Vehicle & Equipment Inventory with typical fleet maintenance information such as make, model, initial cost, purchase date, miles and/or hours, along with any kind of replacement schedule to cover the next five years. 12. Copies of any Texas Municipal Advisory Council reports as well as any bond rating reports for the past five years. Past AFCRs and Officials Statements have already been accessed from MSRB/EMMA 13. All detailed Debt Service Components, Approved but not issued bonds, bond sale plans known and any related lease agreements regarding debt. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 Services Agreement CityBase.Net, Inc. Page 18 of 12 14. Truth-in-Taxation schedules for the past five years. 15. Any key operating statistics other than those published in the statistical section of the financial statements. 16. Spreadsheets that tie to the statistical section and footnotes of the financial statements as well as any tables in the most recent Official Statements and Budget Documents. 17. Any official population estimates through Build-out. 18. Any impact fee reports for roadways, water, sewer and drainage. 19. Any details of 380 agreements. 20. Details of any TIRZ agreements. 21. List of HOAs, if available. 22. Building Permit history for new construction including, Platted Lots, Building Permits and Certificates of Occupancy. 23. DCAD Tax Roll (will get from their Website. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 14 of 16 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 c o n t r a c t a w a r d , a l l i n s u r a n c e r e q u i r e m e n t s shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees, and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 15 of 16 o Name as Additional Insured the City of Denton, its Officials, Agents, Employees, and volunteers. o That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: 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 minimum combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 City of Denton, Texas Contract 8795 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 16 of 16 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 minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual aggregate. SUBCONTRACTING LIABILITY (1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2) CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 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 officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Docusign Envelope ID: 75D1081E-7880-4BE5-993C-49E567B5A569 X X X 4/4/2025 X Lewis F McLain Jr dba CityBase.net Jessica J Williams Certificate Of Completion Envelope Id: 75D1081E-7880-4BE5-993C-49E567B5A569 Status: Completed Subject: ***Purchasing Approval*** 8795 Financial Planning Process Source Envelope: Document Pages: 28 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 4/4/2025 1:35:36 PM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 4/4/2025 1:39:21 PM Viewed: 4/4/2025 1:39:32 PM Signed: 4/4/2025 1:39:41 PM 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: 198.49.140.104 Sent: 4/4/2025 1:39:43 PM Viewed: 4/4/2025 4:27:33 PM Signed: 4/4/2025 4:28:05 PM 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: 4/4/2025 4:28:06 PM Viewed: 4/4/2025 4:41:26 PM Signed: 4/4/2025 4:43:49 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Lewis McLain Lewis.McLain@outlook.com Owner Lewis F McLain Jr dba CityBase.net Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 108.90.146.202 Signed using mobile Sent: 4/4/2025 4:43:51 PM Viewed: 4/4/2025 4:52:38 PM Signed: 4/4/2025 4:58:20 PM Electronic Record and Signature Disclosure: Accepted: 11/9/2023 1:38:03 PM ID: 657e9848-19b7-48bf-be42-75e904645769 Signer Events Signature Timestamp Jessica Williams jessica.jwilliams@cityofdenton.com Chief Financial Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 104.28.97.29 Signed using mobile Sent: 4/4/2025 4:58:23 PM Viewed: 4/5/2025 12:27:49 PM Signed: 4/5/2025 12:28:57 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.4.82.151 Sent: 4/5/2025 12:29:00 PM Viewed: 4/7/2025 8:38:03 AM Signed: 4/7/2025 8:38:11 AM Electronic Record and Signature Disclosure: Not Offered via Docusign 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: 4/7/2025 8:38:14 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/4/2025 1:39:21 PM Certified Delivered Security Checked 4/7/2025 8:38:03 AM Signing Complete Security Checked 4/7/2025 8:38:11 AM Completed Security Checked 4/7/2025 8:38:14 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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