8085 - Contract Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
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8085 Risk Assessment
Gabby Leeper
N/A
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PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 8085
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 Texas Series of Lockton Companies, LLC, with its
corporate office at 3657 Briarpark Drive, Suite 700, Houston, TX 77042, 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 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, Strategic Risk Consulting, 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:
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A. To perform all those services set forth in CONSULTANT’s proposal (“Services”), which
proposal is attached hereto and made a part hereof as Exhibit A as if written word for word
herein.
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
and agreed to by CONSULTANT, which are not included in the above-described Services, may be
negotiated as needed, per rates included in Exhibit A or as otherwise mutually agreed upon by and
between CONSULTANT and OWNER.
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 time, effort, 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
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estimate detail at an hourly rate shown in Exhibit A 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 of $32,500.
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 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 additional services that are not included in
Exhibit A without obtaining prior written authorization from the OWNER.
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 A. 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. 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
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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 remain the
property of the CONSULTANT upon the termination of this Agreement. Notwithstanding the
foregoing, CONSULTANT grants OWNER an irrevocable, world-wide, royalty fee license to use
such final deliverables from CONSULTANT in accordance with 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 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 AND LIMITATION OF LIABILITY
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.
TO THE EXTENT AUTHORIZED BY THE LAWS OF THE STATE OF TEXAS,
OWNER SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE CONSULTANT
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 CONSULTANT, AND
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL
INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT
ACTS OR OMISSIONS OF OWNER OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR
EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION,
OPERATION, OR PERFORMANCE OF THIS AGREEMENT.
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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.
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 ONE HUNDRED THOUSAND
DOLLARS ($100,000.00). 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 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.
ARTICLE IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall maintain
insurance in compliance with the requirements of Exhibit B 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
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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 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; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in 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:
Texas Series of Lockton Companies, LLC City of Denton
Scott Convery Purchasing Manager –File 8085
3657 Briarpark Drive Suite 700 901B Texas Street
Houston, TX 77042 Denton, Texas 76201
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With copy to:
Scott Convery
2100 Ross Avenue, Suite 1400
Dallas, Texas 75201
All notices shall be deemed effective upon receipt by the party to whom such notice is given,
or within three (3) days’ mailing.
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 applicable 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.
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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
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, Project Schedule and Compensation Rate
Sheet
Exhibit B – Consultant’s 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.
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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 Lee Brading and Matt Bartholow. 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 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.
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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.
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
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agreement and will not become ineligible to receive payments under this agreement by
doingbusiness 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 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.
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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 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
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.
ARTICLE XXX
Any reports or advice provided by CONSULTANT should not be relied upon as accounting, legal, actuarial or
tax advice. In all instances, CONSULTANT recommends that OWNER seek independent advice on such matters
from professional accounting, legal, actuarial and tax advisors.
ARTICLE XXXI
OWNER shall be solely responsible for the accuracy and completeness of all information furnished to
CONSULTANT necessary for the Services contemplated herein. CONSULTANT shall not be responsible for
independently verifying the accuracy or completeness of any information that OWNER provides, and
CONSULTANT shall be entitled to rely on such information. CONSULTANT shall have no liability for any
errors or omissions in any Services provided to OWNER that are the result of, arise from, or are based on
inaccurate or incomplete information provided to CONSULTANT.
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed,
and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this
date_____________________.
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8/10/2022
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CONSULTANT
BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________
Title:____________________________ __________________________________ PHONE NUMBER
_________________________________ EMAIL ADDRESS
CITY OF DENTON, TEXAS
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: 5A9B0FCD-4332-4AF8-B219-264EF23F58D0
2149696723
Scott Convery
sconvery@lockton.com
Executive Vice President
HR/Risk Management
Deputy Director, Risk & Compliance
Deby Skawinski
DocuSign Envelope ID: 4CA6F64E-BC88-4E13-9FE2-7A050EBA0897
and Compensation Sheet
Strategic Risk Consulting Proposal
City of Denton, Texas | January 13, 2022
Executive Summary
At the request of Deby Skawinski, we submit this proposal to conduct an assessment of the
City of Denton’s Risk Management Department and risk management processes. The objective
of this assessment is to provide Ms. Skawinski and City leadership with recommendations to
optimize the efficiency of the City of Denton’s Risk Management Department. Assessment will
include reviews of the following areas:
Department structure and staffing
Team member job responsibilities & accountabilities
Department tracking of incidents and matters (insured and self-insured)
Claims
o Claim Manual review
o Reporting procedures and efficiency
o Self-Administration of claims
o Investigation procedures
o Claim review meetings
o Day-to-day claims handling and workflow
Department tracking and implementation of preventive measures (“lessons learned”
to avoid recurrence of incidents)
Department data collection and storage, including exposure data tracking
Risk Management Information System (RMIS) use and capabilities (tracking of
claim data, exposure data; reporting functionality; analytics tools)
Interaction / communication with City departments (Legal, HR, Police, Fire); review of
meeting frequency, agenda / topics covered; confirm support provided to departments
including contract review and advisement on insurance -related items
Safety plans and compliance effortsLoss recovery efforts (recovery from 3rd
party insurance or individuals for damage to City property)
1
Exhibit A- Consultant's Scope of Services, Project Schedule
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Service level agreements
Overall customer service standards
Vendor selection and evaluation
Escalation procedure for catastrophic events
Objectives
Evaluate the overall effectiveness of a client’s risk management practices in the following areas:
o Pre-incident Planning
o Claims Investigation
o Claims Case Management
o Medical Management
o Return-to-Work Programs
o Litigation Management
o Information Management, Allocation & Incentives
o Third Party Administrator engagement
Provide the City of Denton with feedback, findings & observations about their risk management
processes
Recommend risk improvements that enhance effectiveness or leverage efficiencies within the
department
Provide a roadmap for short-term and long-term initiatives to improve the City’s risk profile and
minimize the total cost of risk
Project Steps
Review documents requested in advance of site visit:
o Job descriptions of risk management staff
o Written claims handling & self-administration procedures (Claims Manual)
o Return-to-Work program
o Claims case management program
2
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Onsite and/or virtual interviews of Risk Management Department staff and key stakeholders
Deliverables:
o Within 30 days after completing interviews, Lockton will provide a written report with
findings, observations and recommendations
o Oral presentation to City of Denton Leadership and key stakeholders
Costs
Lockton will complete this project at the cost of: $32,500.00
The above cost does not include applicable taxes, if any.
Accepted By
Signature
Print Name
Title
Organization
Date Signed
By checking the box at right, I certify and attest that I
am authorized to accept this quote on behalf of the
organization.
For Lockton Scott Convery
Title
Signature
Date Signed
DocuSign Envelope ID: 5A9B0FCD-4332-4AF8-B219-264EF23F58D0
8/10/2022
Executive Vice President
Gabby Leeper
Buyer
8/10/2022
City of Denton
DocuSign Envelope ID: 4CA6F64E-BC88-4E13-9FE2-7A050EBA0897
Exhibit B
CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended that
bidders confer with their respective insurance carriers or brokers to determine in advance of Bid
submission the availability of insurance certificates and endorsements as prescribed and
provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirements, that bidder may be disqualified from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder 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.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance,
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, 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- VII or better.
General liability and automobile liability policies shall be endorsed to provide the
following:
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Name as additional insured the City of Denton, its Officials,
Agents, Employees and volunteers.
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.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
Cancellation: Notice of Cancellation to be provided 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 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; provided,
however, such insurance is reasonably available on the market.
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 marked specifications, and shall be maintained in compliance with these
additional specifications throughout the duration of the Contract, or longer, if so noted:
[X ] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
DocuSign Envelope ID: 5A9B0FCD-4332-4AF8-B219-264EF23F58D0DocuSign Envelope ID: 4CA6F64E-BC88-4E13-9FE2-7A050EBA0897
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU)
exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily injury
and property damage liability arising out of the operation, maintenance and use of all
automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned, hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance, has
Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
DocuSign Envelope ID: 5A9B0FCD-4332-4AF8-B219-264EF23F58D0DocuSign Envelope ID: 4CA6F64E-BC88-4E13-9FE2-7A050EBA0897
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be on
an "occurrence" basis, and the policy shall be issued by the same insurance company that
carries the Contractor's liability insurance. Policy limits will be at least
combined bodily injury and property damage per occurrence with a ___ aggregate. For the
avoidance of doubt, this is not marked and is therefore Not Applicable (N/A).
[X] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000 per claim with respect
to negligent acts, errors or omissions in connection with professional services is required
under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear. For the avoidance of doubt, this is not marked
and is therefore Not Applicable (N/A).
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity portion
of this coverage should be written on a “blanket” basis to cover all employees, including
new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than ____________ each occurrence are required. For the
avoidance of doubt, this is not marked and is therefore Not Applicable (N/A).
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific contract,
that requirement will be described in the "Specific Conditions" of the contract
specifications. For the avoidance of doubt, this is not marked and is therefore Not
Applicable (N/A).
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ATTACHMENT 1
For the avoidance of doubt, this is not marked and is therefore Not Applicable (N/A).
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate
of authority to self-insure issued by the commission, or a coverage agreement (TWCC-
81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation
insurance coverage for the person's or entity's employees providing services on a
project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the project
until the contractor's/person's work on the project has been completed and accepted by
the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has undertaken
to perform on the project, regardless of whether that person contracted directly with the
contractor and regardless of whether that person has employees. This includes, without
limitation, independent contractors, subcontractors, leasing companies, motor carriers,
owner-operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include, without
limitation, providing, hauling, or delivering equipment or materials, or providing labor,
transportation, or other service related to a project. "Services" does not include
activities unrelated to the project, such as food/beverage vendors, office supply
deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification codes
and payroll amounts and filing of any overage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all employees of the
Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the coverage
period, file a new certificate of coverage with the governmental entity showing that
coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
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1) a certificate of coverage, prior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage for
all persons providing services on the project; and
2) no later than seven days after receipt by the contractor, a new certificate of coverage
showing extension of coverage, if the coverage period shown on the current
certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how a
person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to provide
services on a project, to:
1) provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees of
the person providing services on the project, for the duration of the project;
3) provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4) obtain from each other person with whom it contracts, and provide to the contractor:
a) certificate of coverage, prior to the other person beginning work on the
project; and
b) a new certificate of coverage showing extension of coverage, prior to the end
of the coverage period, if the coverage period shown on the current certificate
of coverage ends during the duration of the project;
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5) retain all required certificates of coverage on file for the duration of the project and
for one year thereafter;
6) notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on the
project; and
7) Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the person
for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of coverage,
the contractor is representing to the governmental entity that all employees of the
contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing false
or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
DocuSign Envelope ID: 5A9B0FCD-4332-4AF8-B219-264EF23F58D0DocuSign Envelope ID: 4CA6F64E-BC88-4E13-9FE2-7A050EBA0897
Certificate Of Completion
Envelope Id: 4CA6F64EBC884E139FE27A050EBA0897 Status: Completed
Subject: 8085 Risk Assessment
Source Envelope: 5A9B0FCD43324AF8B219264EF23F58D0
Document Pages: 24 Signatures: 0 Envelope Originator:
Certificate Pages: 1 Initials: 0 Gabby Leeper
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EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
8/12/2022 8:33:50 AM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
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Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 8/12/2022 8:35:18 AM
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