8120 - Contract Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: 10141A0E-7927-4FE7-A366-D9CDD097A217
8120 Vehicle Auction
Gabby Leeper
03/20/2023
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GOVERNMENT SERVICES
MULTI-CHANNEL SALES AGREEMENT
LEGAL NAME OF AGENCY: City of Denton DATE:
ADDRESS:804 TEXAS STREET, DENTON TX 76209 REGIONAL MANAGER, GOVERNMENT: Clay Haynes
This MULTI-CHANNEL SALES AGREEMENT (this "Agreement") is entered into as of the date first written above (the "Effective Date") by and
between IronPlanet, Inc., a Delaware corporation doing business as “GovPlanet” (“Company”) and the customer identified above (“Agency”) for the sale
of equipment and other business and surplus assets (“Equipment”) through Company’s sites and services (e.g., www.govplanet.com,
www.ironplanet.com, and any third party marketplace (together, the "Marketplace") . This Agreement shall allow the Agency to list Equipment for
sale through GovPlanet on several different selling formats within the Marketplace (each a “Listing”).
1. AGENCY INFORMATION
Authorized Representative Brad Holland
Title of Authorized Representative
Email Brad.holland@cityofdenton.com
Telephone 940.783.1083
2. COMMERCIAL TERMS
The Agency authorizes Company to offer and sell the equipment listed on one or more lists of equipment provided to Company in the form
attached as Schedule A ("Equipment") for sale by Company through one or more of Company’s online marketplace events hosted by
www.govplanet.com (each a "Marketplace") as indicated by the "Sale Type" selected by the Agency and noted on Schedule A. Company hereby
extends the following sales options to Agency for its disposition needs and Agency shall indicate its selection of a transaction type by initialing
next to the desired option(s).
Options Terms and Fees
Full Service Online, Onsite
(Items sold online from the Agency’s location)
Includes all value-added services (inspections, marketing,
inside sales, invoicing, collection, and payment of proceeds)
Commission. Company will be entitled to a commission of 6.5% of the gross
sale price of all items selling under this platform.
Full Service Online, Offsite
(Sold offsite at an IronPlanet location)
Includes all value-added services (inspections, marketing,
inside sales, invoicing, collection, and payment of proceeds)
and transportation and storage costs.
Commission. Company will be entitled to a commission of 11.5% of the gross
sale price of all items selling under this platform.
Physical Offsite
(Sold offsite at Company’s location)
Includes all value-added services (inspections, marketing,
inside sales, invoicing, collection, and payment of proceeds)
and transportation and storage costs.
Commission. For Equipment sold through a Live Auction Event, Company will
be entitled to a commission based on the gross sale price and other fees as set
forth below:
(a) 11.5% for any lot, with a minimum fee of $100.00 per lot.
Refurbishment. The Agency elects to have Company arrange for the welding, sandblasting, painting, cleaning, and other refurbishing (the "Refurbishing") of
the Equipment to a standard acceptable to Company. YES OR NO
Should Company organize and pay for the Refurbishing of any part of the
Equipment, Company will be reimbursed for these costs plus 10% provided that
the total cost will not exceed ____________________________ dollars
($______) without the Agency’s consent.
Fuel/Batteries Cost. The Agency will reimburse Company for the cost plus 10%
of fuel and batteries as Company deems necessary for demonstration and sale
of the Equipment.
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Do It Yourself
(Software as a Service)
This auction channel is dedicated to connecting government
sellers with our global buyer base through a solution that
allows them to personally manage the sale of their items in a
timed auction format.
Commission. Company will be entitled to a commission of 1.5% of the gross
sale price of all items selling under this platform.
Will Agency collect payments for listings on this platform (Pursuant to Section
8.4 of Exhibit B)? YES OR NO?
Proceeds Unless otherwise specified in writing, the Agency acknowledges that there is no
guarantee whatsoever as to the gross proceeds to be realized from the sale of
the Equipment.
3. TERMS AND CONDITIONS
Terms & Conditions All sales of Equipment will also be subject to the terms and conditions set out in
Schedule B to this Agreement (the "Terms and Conditions").
Govt. Annual US_01/22/19
4. TITLED EQUIPMENT
The Agency hereby appoints Company as its attorney-in-fact with a limited power of attorney ("LPOA") to execute on the Agency’s behalf, all
documents necessary and required to transfer title to, and permit registration of ownership of, any portion of the Equipment to the buyer; provided,
however, if original titles or a notarized LPOA are required by federal, state, provincial or local regulation to transfer title, the Agency will provide
Company with either, as applicable, (i) signed original titles, or (ii) a notarized LPOA and unsigned original titles at least two weeks prior to the
Live Auction Event for Equipment or the time of listing for the Marketplace(s). Failure to provide title(s) and/or an LPOA as required will prevent
the Equipment being made available for sale until such documentation is provided.
5. LIENS/ENCUMBRANCES
ARE THERE ANY LIENS ON THE EQUIPMENT? YES OR NO
AGENCY’S INTERNAL CONTACT REGARDING LIENS AND
TITLES (Name/Phone/Fax/Email):
1. If "Yes", please provide information for each of the lien holders as requested in the applicable Schedule.
2. Unless otherwise disclosed in the applicable Schedule, the undersigned, on behalf of the Agency, represents and warrants that all
Equipment is or will be free of all liens, charges, security interests, tax or duty obligations or other encumbrances (the "Encumbrances") prior to
being placed for sale in a Live Auction Event or on the Marketplace(s).
3. The Agency: (i) authorizes Company to conduct lien searches on the Equipment; (ii) authorizes Company to contact potential lien
holders for the disclosure of Encumbrances and to obtain pay-off balances and releases; (iii) consents to the release to Company of any and all
information pertaining to any such lien, charge, encumbrance or security interest; and (iv) assigns proceeds from the sale of the Equipment as
may be required to discharge and satisfy all charges, liens, claims and encumbrances in respect of the Equipment.
6. MISCELLANEOUS
Trademarks In connection with the Agency’s use of the Marketplace and/or Live Auction Event, Company may use the Agency’s name,
trademark, logos, service marks and other designations ("Marks") to list the Agency as a reference customer and to
advertise, promote and market the Equipment upon prior written consent. The Agency hereby grants to Company and
represents and warrants that the Agency has a right to grant, a non-exclusive, worldwide license to use, publicly display
and perform, reproduce, and distribute the Marks, solely as permitted in this Agreement, including distributing e-mails to
potential buyers that incorporate Marks.
Entire Agreement;
Priority
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all
previous communications, representations, understandings and agreements, either oral or written, between the parties.
In the event of a conflict between the provisions of this Agreement and the Terms and Conditions, this Agreement will
control.
Equipment Details Set forth on Schedule C are supplemental Equipment details required for inspection and buyer pickup.
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Counterparts This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together
will constitute the same instrument. Execution and delivery of this Agreement may be evidenced by facsimile, PDF,
electronic signature, or acknowledgement email and will hold the same force and effect as an original signature for
purposes of binding the parties.
Term The term ("Term") of this Agreement will be a 6 month period commencing on the Effective Date. The Agency may request
the sale of further equipment during the Term by providing Company with written notification, including a description of
the equipment, the proposed platform and auction date and location (if applicable). Company will indicate acceptance by
providing the Agency with a schedule in the form of Schedule A for both parties to initial.
Notice Any notice to Company must be in writing and must be sent via email and by registered mail or overnight courier to the
applicable contracting entity at the address set out in Schedule B. Notice to the Agency must be in writing and shall be
sent to the address provided by the Agency in this Agreement. Notice shall be deemed to have been given upon three (3)
business days after posting by registered mail or one (1) day after delivery to an overnight courier. If the Agency changes
its address, the Agency is responsible for providing an updated address to Company.
Currency and
Payment
All prices noted in this Agreement are listed in the currency of the country in which the Equipment is located at the time
such Equipment is offered for sale. The same currency is to be used for invoice and payment.
Govt. Annual US_01/22/19
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of
the Effective Date, and each represents and warrants to the other that it has validly entered into this Agreement and has the legal power to do so.
Name: Name:
Title: Title: Date: Date:
Govt. Annual US_01/22/19
AGENCY:
IRONPLANET, INC.
By: By:
DocuSign Envelope ID: 10141A0E-7927-4FE7-A366-D9CDD097A217
9/20/2022
Clay Haynes
Clay Haynes
Buyer 9/20/2022
Gabby Leeper
SCHEDULE A TO AGREEMENT SAMPLE EQUIPMENT LISTING REQUEST FORM
AGENCY: DATE OF SUBMISSION:
DATE OF MULTI-CHANNEL SALES AGREEMENT:
Pursuant to the terms and conditions of the Multi-Channel Sales Agreement referenced above by and between Company and Agency, Agency hereby authorizes Company to place the following
Equipment for sale through the Marketplace or Live Auction Event, as applicable:
No.
Seller
Ref # Location Year Make Model Serial #
Hours
/ Miles
Sale
Type
Insp.
Reqs.
Liens
(Y/N)
Titled
Equip
(Y/N) Features/Equipment Detail;
Attachment Detail
Listing
Fee
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
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Agency Company
Govt. Annual US_01/22/19
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SCHEDULE B TO AGREEMENT TERMS AND CONDITIONS
These Terms and Conditions shall apply to all sales of Equipment through a Marketplace.
1. Services of GovPlanet. GovPlanet offers you the use of the Marketplace, which functions as a platform on which you can list and
advertise Equipment for sale to potential buyers (“Buyers”). Each party is acting on its own behalf, and GovPlanet is not a party
to the subsequent binding obligation to sell/buy the Equipment that is entered into between you and the Buyer. Nor does GovPlanet
represent either party in the conclusion of such binding obligation. In consideration of your use of the Marketplace for the listing
and advertising of Equipment for sale, fees as listed in the Agreement are payable by you. There are four listing formats available
on the Marketplace:
• Online Auctions. A service where you are able to list and advertise Equipment for sale to the highest bidder who meets
or exceeds the opening bid.
• Buy Now. A service where you are able to list and advertise Equipment at a Buy Now Price.
• Make Offer. A service where you are able to list and advertise Equipment for sale to a bidder at the Asking Price or a
Negotiated Price.
• Reserve. A service where you are able to list and advertise Equipment for sale to the highest bidder in a reserved
marketplace, where you set the Reserve Price.
The Marketplace shall be the exclusive listing site for the Equipment, and you shall not offer for sale or sell the Equipment in any
other manner from the Effective Date until the earlier of (i) the date such Equipment is sold via the Marketplace or (ii) the date you
withdraw the equipment from the Marketplace in the event Equipment has not been sold, but in such event no less than ninety (90)
days. You hereby extend an irrevocable offer to sell the Equipment, as applicable, (a) to a Buyer who is the highest bidder and
who meets or exceeds the opening bid, the Reserve Price, or Asking Price, as applicable, (b) to a Buyer who commits to purchase
Equipment at the Buy Now Price; or (c) to a Buyer who commits to purchase Equipment at the Negotiated Price. After the winning
bid for a piece of Equipment has been established by GovPlanet or the Buyer has (a) committed to purchase the Equipment at the
Buy Now Price or the Asking Price or (b) met or exceeded the Reserve Price at the end of the Reserve Period, the bid or purchase
commitment of Buyer will be automatically accepted by you and a binding obligation to purchase and sell between you and Buyer
is automatically concluded ("Binding Obligation"). All applicable terms and conditions of this Agreement shall apply to the Binding
Obligation. Further, for Make Offer listings, you may accept or counter an offer below the Asking Price. In the event that you accept
an offer or the Buyer accepts your Counter Offer (the “Negotiated Price”), the Binding Obligation is concluded and all terms herein
shall apply. Buyer and Agency will be notified of such Binding Obligation by an email or other notification that is generated
automatically by the Marketplace. Subject to your receipt of payment for the Equipment, you, at your own expense, shall deliver a
bill of sale and such other documentation as may be reasonably necessary to transfer title to the Equipment to Buyer. The timing
of the sale of Equipment and opening bid shall be set by GovPlanet. GovPlanet shall use its best efforts to sell the Equipment on
your behalf in a commercially reasonable manner. There is no guarantee as to the gross proceeds that may be realized from the
sale of Equipment through the Marketplace. You may not manipulate the bidding in any way, including bidding on your own
Equipment to artificially raise the final sales price.
2. Inspections. For all requested inspections, you agree to permit GovPlanet and/or its authorized representatives to test and inspect
each piece of Equipment at a time and place specified in the Agreement or as otherwise mutually agreed. GovPlanet shall produce
an inspection report ("Inspection Report") for each piece of Equipment. The Inspection Report is the sole and exclusive property
of GovPlanet. GovPlanet inspections are solely for the purpose of reporting on the visible condition of the Equipment's major
systems and attachments. GovPlanet inspections are NOT intended to detect latent or hidden defects or conditions that could only
be found in connection with the physical dismantling of the Equipment or the use of diagnostic equipment or techniques. Your
failure to properly maintain the Equipment from the date of inspection until its removal from your location by buyer will void the
inspection. If you alter or perform repairs or other maintenance to the Equipment after the inspection, another inspection will be
required, and you will be subject to a Re-inspection Fee.
3. Equipment Availability; Risk of Loss. You agree to have the equipment available for transportation, complete with ignition key,
to the Buyer no later than one (1) business day after the conclusion of the sale. Agency shall be responsible for loss or damage
to the Equipment, other than loss or damage arising as a result of negligence of GovPlanet, its agents and employees, until the
earlier of: (i) the removal of the Equipment from the posted Equipment location by Buyer or Buyer's designated transportation
provider or (ii) receipt by Agency of all proceeds from the sale of Equipment. Thereafter, the Equipment shall be and remain at the
risk of Buyer or Buyer's designated transportation provider (and not GovPlanet). GovPlanet has no obligation to maintain insurance
coverage pertaining to the Equipment in the possession of GovPlanet for purposes hereunder.
4. Fees; Payment of Proceeds; Taxes. All Fees and Payment Instructions are set forth in the Agreement. The City of Denton is
Tax Exempt and will provide documentation of same to GovPlanet. You acknowledge and undertake to make yourself aware of
and comply with all laws that may be applicable to your access and use of the Marketplace, and your entering into a transaction
on the Marketplace. GovPlanet disclaims any and all liability in respect of your use of the Marketplace and your sale of any
Equipment resulting in any taxes (whether direct, indirect, local or federal), fines or penalties being levied on you. For the avoidance
of doubt, it is your responsibility to satisfy yourself of any charges, taxes (whether direct, indirect, local or federal) or related
obligations becoming applicable in respect of the transactions that you enter into on the Marketplace. To the extent allowed by law,
you shall indemnify GovPlanet and its affiliates (and the officers, directors, agents and employees thereof) against any tax, cost or
expense arising from your failure to satisfy any laws or regulations in relation to a transaction. Once a Binding Obligation is created
between you and Buyer, GovPlanet will generate a third-party invoice that is issued to Buyer on your behalf. Buyer is responsible
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for paying you the purchase price for the Equipment upon creation of a Binding Obligation, and you hereby instruct GovPlanet to
facilitate receipt of the purchase price. Further, you hereby grant GovPlanet the right, in its own name, to enforce your right to
payment. You agree
that no monies shall be payable to you until paid by the Buyer. Once received by GovPlanet, any monies due to you, net of any
commissions and fees due GovPlanet as detailed in this Agreement, shall be disbursed within fifteen (15) business days after
creation of a Binding Obligation. You hereby consent to GovPlanet's right to offset any other commissions and fees specified in
this Agreement or that result from additional services requested by you, with any remainder to be paid within fifteen (15) business
days following receipt of an invoice. You acknowledge that Buyers may fail to perform or pay on a timely basis and that GovPlanet
shall not have any liability to you for any act or omission of Buyers.
5. Representations. You represent and warrant that: (i) no Equipment shall be fraudulent, stolen or counterfeit; (ii) You are duly
authorized to enter into the Agreement and sell such Equipment; (iii) You are solvent and have not made any assignment, proposal
or other proceeding for the benefit of its creditors; and (vi) You own all right, title and interest in and to the Equipment and the
Equipment is free and clear of all liens or other encumbrances, except as otherwise disclosed by you to GovPlanet in writing.
6. Disclaimer; Limitation of Liability. Intentionally Deleted..
7. Indemnification. GovPlanet shall indemnify and hold the Agency, its parents, subsidiaries and affiliates, and each of their
directors, officers and employees, harmless from all losses, claims, damages, and expenses, including reasonable attorneys' fees
(hereafter, "Liabilities"), arising out of or resulting from this Agreement to the extent caused in whole or in part by GovPlanet’s gross
negligence or intentional misconduct.
8. Termination. Each party shall have the right, in its sole discretion, to terminate this Agreement with respect to new business upon
thirty (30) days prior written notice to the other party; provided, however, that each party shall continue to perform their respective
obligations in respect of equipment previously consigned pursuant to the Agreement and shall perform all work necessary for the
orderly close-out of the services; after which time the Agreement will be terminated in its entirety. GovPlanet shall have the right,
in its sole discretion, to terminate the Agreement or rescind the sale of Equipment to a Buyer in whole or in part in the event (a)
there are liens, encumbrances or adverse claim on or to any Equipment in addition to those that are listed in the Agreement; (b)
your net proceeds are insufficient to discharge creditor claims and pay GovPlanet's fees after title is cleared; (c) you are in breach
of the Agreement; (d) you have provided inaccurate, fraudulent, outdated or incomplete information during the registration or Listing
process or thereafter; (e) you have violated applicable laws, regulations or third party rights; (f) GovPlanet believes in good faith
that such action is reasonably necessary to protect the safety or property of other customers, GovPlanet personnel or third parties;
or (g) for fraud prevention, risk assessment, security or investigation purposes. All provisions in this Agreement regarding
representations and warranties, indemnification, disclaimers, limitation of liability, and payment obligations for fees incurred prior
to the termination date shall survive any termination of the Agreement.
9. Storage at RB Group Yard for a Marketplace transaction. This Section 9 shall only apply to Equipment listed on a Marketplace
and stored at a Ritchie Bros. Auctioneers (America), Inc. site (each, a "Facility"). The Agency and Ritchie Bros. Auctioneers
(America), Inc. agree that the storage of Equipment does not represent a consignment agreement or other arrangement under
which Ritchie Bros. Auctioneers (America), Inc. agrees to offer the Equipment for sale on behalf of the Agency. If Equipment is
stored at the Facility while listed on a Marketplace, the Agency shall be deemed to be contracting with Ritchie Bros. Auctioneers
(America), Inc for the storage component and with IronPlanet, Inc. for the Marketplace listing. Ritchie Bros. Auctioneers (America),
Inc agrees to provide storage provided that the Equipment is free of all contents and substances other than normal operating fluids
and lubricants; therefore, Ritchie Bros. Auctioneers (America), Inc reserves the right to refuse storage of any item of Equipment
containing any hazardous substances or visibly leaking contaminants.
10. General Provisions. The Agreement contains the entire agreement of the parties with respect to the sale of Equipment by
GovPlanet and supersedes all previous communications, representations, understandings and agreements, either oral or written,
between the parties. This Agreement supersedes and replaces the terms in any Agency purchase order or other ordering document.
You and GovPlanet are independent contractors. If any provision of the Agreement is held by a court of competent jurisdiction to
be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of
this Agreement, and the remainder of the Agreement shall continue in full force and effect. The failure by either party to exercise
or enforce any rights or provisions of the Agreement shall not constitute a waiver of such right or provision. Any delay in the
performance of any duties or obligations of either party will not be considered a breach of the Agreement if such delay is caused
by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such party, provided
that such party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable. In
the event of an assignment, this Agreement shall bind and inure to the benefit of the parties, their respective successors and
permitted assigns. The Agreement shall be governed by the laws of the State of Texas. The United Nations Convention on
Contracts for the International Sale of Goods and, if you are located in the United States, the Uniform Computer Information
Transactions Act, do not apply. Any action against GovPlanet arising from or relating to this Agreement or any sale or consignment
hereunder shall be commenced in a state or federal court in Denton County, Texas and you irrevocably consent to the exclusive
jurisdiction of such courts. Information provided in the Agreement or under these Terms shall be retained by GovPlanet in
accordance with our Privacy Statement, provided on www.govplanet.com or www.ironplanet.com.
SCHEDULE C TO LISTING AGREEMENT
SUPPLEMENTAL EQUIPMENT DETAILS
EQUIPMENT INSPECTION AND TRANSPORTATION INFORMATION
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Contact for Inspection Alternate Contact for Inspection Contact for Transportation
Name
Office Phone
Mobile Phone
Fax
Email
Date for
Inspection
Special
Instructions
EQUIPMENT LOCATION AND BUYER PICKUP
(For additional locations, provide detail on Schedule A for each piece of equipment.)
LOCATION 1
Business Name of
Equipment Location Pickup Hours
Address Ramps at Location? (Y/N)
Max Wgt Capacity
Loading Dock at
Location?(Y/N);
Max Wgt Capacity
Will Seller Load? (Y/N)
Fork Lift Available for Use
at Location? (Y/N)
Max Wgt Capacity
Special Instructions/
Limitations; Other
Loading Facilities
LOCATION 2
Business Name of
Equipment Location Pickup Hours
Address Ramps at Location? (Y/N)
Max Wgt Capacity
Loading Dock at
Location?(Y/N);
Max Wgt Capacity
Will Seller Load? (Y/N)
Fork Lift Available for Use
at Location? (Y/N)
Max Wgt Capacity
Special Instructions/
Limitations; Other
Loading Facilities
LOCATION 3
Business Name of
Equipment Location
Pickup Hours
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Address Ramps at Location? (Y/N)
Max Wgt Capacity
Loading Dock at
Location?(Y/N);
Max Wgt Capacity
Will Seller Load? (Y/N)
Fork Lift Available for Use
at Location? (Y/N)
Max Wgt Capacity
Special Instructions/
Limitations; Other
Loading Facilities
DocuSign Envelope ID: 10141A0E-7927-4FE7-A366-D9CDD097A217
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: 10141A0E-7927-4FE7-A366-D9CDD097A217
IronPlanet, Inc
Form CIQ
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: 10141A0E-7927-4FE7-A366-D9CDD097A217
Certificate Of Completion
Envelope Id: 10141A0E79274FE7A366D9CDD097A217 Status: Completed
Subject: ***Purchasing Approval*** 8120 Vehicle Auction
Source Envelope:
Document Pages: 12 Signatures: 2 Envelope Originator:
Certificate Pages: 5 Initials: 0 Gabby Leeper
AutoNav: Enabled
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
9/20/2022 3:13:32 PM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 9/20/2022 3:18:37 PM
Viewed: 9/20/2022 3:19:51 PM
Signed: 9/20/2022 3:21:32 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Clay Haynes
chaynes@ritchiebros.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 4.1.23.203
Sent: 9/20/2022 3:21:34 PM
Viewed: 9/20/2022 3:22:14 PM
Signed: 9/20/2022 3:25:26 PM
Electronic Record and Signature Disclosure:
Accepted: 9/20/2022 3:22:14 PM
ID: 1a2cfbba-43a1-4cb6-ad22-c51fd8c1ea7c
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/20/2022 3:25:29 PM
Viewed: 9/20/2022 3:26:03 PM
Signed: 9/20/2022 3:26:10 PM
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
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/20/2022 3:26:13 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Brad Holland
brad.holland@cityofdenton.com
Fleet Specialist
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/20/2022 3:26:13 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/20/2022 3:18:37 PM
Certified Delivered Security Checked 9/20/2022 3:26:03 PM
Signing Complete Security Checked 9/20/2022 3:26:10 PM
Completed Security Checked 9/20/2022 3:26:13 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Clay Haynes
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.