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7981 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B Post-65 Retiree Coverage Ginny Brummett 7981 Yes RFP AUGUST 16, 2027 AUGUST 16, 2022 22-1603 1 RENEWAL AMENDMENT TO CONTRACT BETWEEN CITY OF DENTON, TEXAS AND LABOR FIRST, LLC (Contract #7981) This Renewal Amendment to Contract (Contract 7981) (this Amendment) is entered into between the City of Denton, Texas (City) and Labor First, LLC DBA Retiree First, LLC (Supplier). Background The City and Supplier have previously entered into Contract (6807), as amended (the Agreement). Initially capitalized terms used but not otherwise defined in this Amendment will have the meanings set forth in the Agreement. The parties desire to amend the Agreement as follows: 1 Effective Date The terms of this Amendment are effective as of January 1, 2023. 2 Contract Term Section 1 of Exhibit A will be deleted and replaced in its entirety with the following: 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. 3 Proposal Attachment 1 to this Amendment includes the Proposal from Labor First, LLC. 4 Total Contract Amount The contract total for the continued services shall not exceed $7,790,000. 5 Scope The SUPPLIER shall perform all those services as necessary and as described in the OWNER’s RFP 7981 – Post 65 Retiree Coverage, which is on file at the purchasing office. 6 Updated contract number This Amendment constitutes a new agreement beginning on the Effective Date between the parties incorporating, except as amended herein, all the terms and conditions in the Agreement for all intents and purposes. Such Agreement will have contract number 7981. Confirmation of Agreement This Amendment (together with all exhibits attached hereto) constitutes the entire agreement between the parties regarding the matters of this Amendment and supersedes all DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B 2 prior and contemporaneous agreements and understandings regarding the matters of this Amendment. In the event of a conflict between this Amendment and the Agreement as it relates to the matters of this Amendment, the terms of this Amendment will control. Otherwise, all terms and conditions of the Agreement will remain in full force and effect and likewise apply to this Amendment. Authorized Signatures City of Denton, Texas Labor First, LLC DBA Retiree First, LLC By: By: Name: Name: Title: Title: Date: Date: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. __________________________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B Anthony Frasco 7/25/2022 President & CFO Director of Human Resources Human Resources Sarah Kuchler 8/17/2022 Sara Hensley City Manager Attachment 1 DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B ǀ ǀ ➢ ➢ ➢ DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B • DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B ➢ DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B ➢ ➢ ➢ DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B 8/17/2022 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) and by City of Denton Ethics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after 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 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes 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: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B Labor First, LLC DBA Retiree First, LLC CIQ X X 7/25/2022 X X X CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: C5D4C5E1-2F51-4FB1-AFC1-BF8B29A6B38B Certificate Of Completion Envelope Id: C5D4C5E12F514FB1AFC1BF8B29A6B38B Status: Completed Subject: Please DocuSign: City Council Contract 7981 Post-65 Retiree Coverage Source Envelope: Document Pages: 14 Signatures: 7 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 7/25/2022 8:57:12 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: 7/25/2022 8:59:39 AM Viewed: 7/25/2022 8:59:53 AM Signed: 7/25/2022 9:02:10 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: 198.49.140.104 Sent: 7/25/2022 9:02:13 AM Viewed: 7/25/2022 9:07:32 AM Signed: 7/25/2022 9:07:50 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/25/2022 9:07:53 AM Viewed: 7/25/2022 2:31:48 PM Signed: 7/25/2022 2:33:18 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Anthony Frasco afrasco@laborfirst.com President & CFO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.57.228.253 Sent: 7/25/2022 2:33:21 PM Viewed: 7/25/2022 3:16:51 PM Signed: 7/25/2022 3:18:04 PM Electronic Record and Signature Disclosure: Accepted: 7/25/2022 3:16:51 PM ID: 7896e990-9abc-4ad1-b9d6-5cf2afca5f66 Signer Events Signature Timestamp Sarah Kuchler Sarah.Kuechler@cityofdenton.com Director of Human Resources Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/25/2022 3:18:07 PM Viewed: 7/25/2022 3:22:49 PM Signed: 7/25/2022 3:23:16 PM Electronic Record and Signature Disclosure: Accepted: 7/25/2022 3:22:49 PM ID: d6631b66-4902-4570-8d20-a44bc43feee0 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: 7/25/2022 3:23:19 PM Viewed: 8/17/2022 8:32:52 AM Signed: 8/17/2022 8:33:04 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: 8/17/2022 8:33:07 AM Viewed: 8/17/2022 8:33:28 AM Signed: 8/17/2022 8:33:38 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/17/2022 8:33:41 AM Viewed: 8/17/2022 1:25:05 PM Signed: 8/17/2022 1:25:25 PM Electronic Record and Signature Disclosure: Accepted: 8/17/2022 1:25:05 PM ID: c153066f-2791-4d48-b2cb-4251d1d19635 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: 7/25/2022 9:02:13 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 7/25/2022 3:23:19 PM Viewed: 7/25/2022 4:09:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 8/17/2022 1:25:29 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Linda Kile linda.kile@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 8/17/2022 1:25:30 PM Electronic Record and Signature Disclosure: Accepted: 7/14/2022 10:50:29 AM ID: d8f7d747-5394-492f-b4f6-c14cbc45eedc Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/25/2022 8:59:39 AM Certified Delivered Security Checked 8/17/2022 1:25:05 PM Signing Complete Security Checked 8/17/2022 1:25:25 PM Completed Security Checked 8/17/2022 1:25:30 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. 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