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8164 - Contract Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB 8164 Executive Search Deputy City Manager N/A Gabby Leeper City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 20 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 8164 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 Mosaic Public Partners LLC, with its corporate office at 200 Gateway Drive #1908 Lincoln CA 95648, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Executive Search Deputy City Manager, as described in Exhibit A, which is attached hereto and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit A as if written word for word herein. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB 11/17/2022 City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 20 B. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit A, which shall be attached to this Agreement and made a part hereof. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit A. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit A. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 20 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit A. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit 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 not to exceed $30,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 20 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. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this 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. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 20 ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit 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 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 DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 6 of 20 failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Mosaic Public Partners, LLC. City of Denton Greg Nelson Purchasing Manager –File 8098 200 Gateway Drive #1908 901B Texas Street Lincoln, CA 95648 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 7 of 20 ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 8 of 20 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 Offer, Project Schedule and Rates 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. 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 _Greg Nelson. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 9 of 20 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. 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, DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 10 of 20 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 agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 11 of 20 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. 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. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 12 of 20 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT CONSULTANT BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS CITY OF DENTON, TEXAS BY: _____________________________ DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB 916-550-4100 greg@mosaicpublic.com Greg Nelson Founder and Managing Partner Human Resources Director of Human Resources Sarah Kuechler City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 13 of 20 Exhibit A Consultant’s Scope of Services Offer, Project Schedule and Rates DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB Placing Today’s Public Leaders 200 Gateway Drive, #1908 Lincoln, California 95648 www.mosaicpublic.com (916) 550-4100 November 7, 2022 Ms. Sarah Keuchler City of Denton, Texas 601 East Hickory Street Denton, Texas 76205 Re: Proposal to Provide Executive Search Services – Deputy City Manager Dear Ms. Keuchler: Mosaic Public Partners is pleased to have the opportunity to present our qualifications and approach to your executive search needs for the position of Deputy City Manager. Mosaic Public Partners was founded on the principles of providing higher levels of innovation and client collaboration to complement the tried-and-true principles of executive search. By using private- sector technologies and search methodologies, we deliver a better client experience and results, while staying within the constraints of the public sector. Members of our project team are seasoned public sector executives who have a true passion for the work of public agencies. We understand the challenges that public agencies face and their unique needs. Our consultants have conducted one hundred-fifty executive searches across the United States, bringing both experience and a national perspective on current trends and issues. If selected, both principals of the firm will lead this recruitment. The consultants at Mosaic Public Partners have conducted several recruitments for the City of Denton and many other Texas municipalities. We feel this experience, coupled with a national candidate reach, positions us to be successful in assisting the City of Denton with this important recruitment. After reviewing our proposal, please contact us at (916) 550-4100 if you have questions or need additional information. We look forward to hearing from you and hope to have the opportunity to work with you on this important recruitment. Best Regards, Greg Nelson Bryan Noblett Founder and Managing Partner Founder and Managing Partner greg@mosaicpublic.com bryan@mosaicpublic.com DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB Placing Today’s Public Leaders 2 Professional Qualifications Mosaic Public Partners was founded to create a better partner for public agencies needing to fill critical positions. We bring higher levels of innovation and client collaboration to the tried-and-true principles of executive search. Using private sector technologies and search methodologies, squared within the constraints of the public sector, allows us to deliver an improved client experience and better results. We are seasoned public sector executives who have profound respect for the work of public agencies. We are passionate about placing today’s public leaders, which enables public agencies to deliver exemplary leadership to their constituents. Mosaic Public Partners is a Limited Liability Company (LLC) registered in the state of California. Mr. Greg Nelson and Mr. Bryan Noblett are the founders and managing partners of the firm with 55% and 45% respective ownership, and both have the authority to bind the firm. There are no known conflicts of interest related to this executive search and no subcontractors are utilized. Mosaic Public Partners has never been involved in litigation, past or present, nor has it been involved in any form of financial insolvency. Mosaic Approach Placing today’s public leaders is our mission. Aligning the right candidates with the right opportunities helps our clients to build effective teams. We enjoy building relationships with the people involved in our searches, whether it is the candidates, hiring managers, team members or stakeholders. Establishing meaningful connections with those involved in our search processes is the basis from which we derive our success as a trusted partner and client-focused search firm. Client Focused Mosaic Public Partners provides a client-focused, customized approach to every search. We create an open, transparent, and interactive search process for both our clients and candidates. As a small firm we remain highly responsive to client needs and objectives, along with being personally available during the search process. Honest communication, collaboration and connecting with people are key components in a successful search. At Mosaic Public Partners, we pride ourselves on excellent customer service, agility, and responsiveness. We tailor our workload so that we can be readily available to assist with all elements of the search process for our clients and candidates alike. The use of our innovative executive recruiting platform allows our clients unparalleled real-time access and visibility of the search process. Our commitment is that clients have a 360-degree view of all elements of their recruitment at any time. Our clients can see the candidate pool in real-time while the recruitment is progressing, rather than having to wait until the recruitment period closes to learn about the candidate pool. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB Placing Today’s Public Leaders 3 This type of transparency ensures our recruitment efforts are properly calibrated to our client’s expectations. We are proud to bring this private sector software to our public sector searches to make them as efficient and transparent as possible for our clients. Trusted Partners Our founding partners are two former public sector executives, each with exemplary service careers. We understand local government and the importance of accountability and responsiveness. Our combined career histories exemplify professionalism and a dedication to public service, along with a keen understanding of what it takes to be an effective leader in a public sector environment. Leveraging our public service careers, we became experienced executive search consultants, bringing with us a continued dedication to public service and an ethical, confidential, and discrete approach to assisting public agencies in the executive search process. Mosaic Public Partners is your trusted partner in placing today’s public leaders. Commitment to Diversity, Equity, and Inclusion The Mosaic Team celebrates and prioritizes diversity, equity, and inclusion in its search practices and in its own organizational culture. We believe in the critical importance of diverse teams and our clients’ need to build organizations that are representative of the communities they serve. Simply stated, the need for public employers and public sector search firms to build recruitment processes anchored by a commitment to diversity, equity and inclusion is more important now than ever. It is no longer adequate for public employers or executive search firms to speak about increasing DEI efforts; rather, intentional efforts must be woven into our cultures and work practices. Mosaic Public Partners is committed to ensuring outreach to diverse candidate pools via inclusive and strategic advertising, targeted outreach, and other methods which are intentional efforts to deliver a diverse, highly qualified candidate pool to our clients. Evidence of this commitment can be seen in the placements our founding partners have made over the past several years. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB Placing Today’s Public Leaders 4 Why Choose Mosaic Public Partners? National Reach While we have extensive experience conducting searches in the California, our work across the nation brings a valuable perspective on issues and candidate markets to our clients. We invite you to view our consultants’ body of executive search experience at: mosaicpublic.com/consultant-portfolio Diversity Today’s public sector leadership teams thrive when they are diverse in race, ethnic and cultural identity, gender, background and thought. Mosaic Public Partners is here to assist, guide and lead in that endeavor. Experience Public service is the world in which we have lived. Our search team has over 80 years of combined public service experience. Having attained executive level positions in our public sector careers has given us valuable insight and an advantage in understanding and responding to the nuances and challenges of selecting public sector leaders. Collaboration Mosaic Public Partners believes that executive searches are more successful when the consultants and clients work closely together throughout the engagement. We treat each search as a true partnership with our clients. Service Our team will be your partner from start to finish. We are committed to providing excellent service to clients and candidates alike, as well as representing our clients at the highest level. Innovation Applying private sector technologies to the tried-and-true practices of public sector searches allows Mosaic Public Partners to deliver needed agility and improved communications to our clients. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB Placing Today’s Public Leaders 5 Relevant Experience Our consultants have conducted searches for public agencies across the nation for over 80 different types of executive and professional positions. We encourage the reader to view our consultants’ areas of experience at mosaicpublic.com/consultant-portfolio, which is continually updated. The following city management recruitments are highlighted for this proposal: City Management Town of Addison Addison, TX City Manager * City of Allen Allen, TX City Manager Town of Apple Valley Apple Valley, CA Town Manager City of Austin Austin, TX Assistant City Managers (5) City of Austin Austin, TX Deputy City Manager Bear Valley CSD Tehachapi, CA Administrative Services Director City of Bishop Bishop, CA City Administrator City of Brownsville Brownsville, TX City Manager City of Burleson Burleson, TX Deputy City Manager City of Citrus Heights Citrus Heights, CA City Manager City of Denton City Denton, TX Assistant City Manager City of Indio Indio, CA City Manager City of Lawrence Lawrence, KS City Manager City of Lawrence Lawrence, KS City Manager City of Lewisville Lewisville, TX City Manager City of McKinney McKinney, TX City Manager City of McKinney McKinney, TX Assistant City Manager City of Moorpark Moorpark, CA City Manager City of Morro Bay Morro Bay, CA City Manager City of Orange City Orange, CA City Manager City of Reno Reno, NV City Manager City of Riverbank Riverbank, CA Assistant City Manager City of Sanger Sanger, CA City Manager City of South Jordan South Jordan, UT Assistant City Manager City of South Padre Island So. Padre Island, TX City Manager City of Sugar Land Sugar Land, TX City Manager City of Suisun City Suisun City, CA City Manager Town of Westlake Westlake, TX Town Manager * The Woodlands Township The Woodlands, TX President and General Manager DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB Placing Today’s Public Leaders 6 Work Plan and Timeline At the beginning of each search engagement, Mosaic Public Partners meets with clients to collaboratively craft a work plan and timeline that best aligns with our client’s needs. Our consultants will suggest best practices and share examples from prior engagements to tailor a process that is thoughtful and well communicated. The following represents the key milestones of an executive search, including tasks and timelines. The typical duration of a fixed search project is 12-17 weeks. If a more expeditious search is desired by the City, we can conduct this search without a fixed closing date, with the goal to quickly bring candidates to the City for review and interview. If a more typical recruitment period is desired by the City, we can certainly accommodate the City’s wishes and work with a more traditional timeline as noted in the following sample schedule. Additionally, the selected candidate will customarily need to provide 30 days for notice and transition, if selected from outside of the organization. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB Placing Today’s Public Leaders 7 Task Timeline K i c k o f f 1 Project Management Pre-kickoff meeting: project schedule, stakeholder analysis, communication methods, collection of background material 1-2 weeks 2 Candidate Profile Development Client input meetings, stakeholder input meetings Drafting and layout of candidate profile O u t r e a c h 3 Outreach and Recruiting Advertising strategy and campaign Candidate research and identification Seek nominations Recruit candidates 4-6 weeks 4 Candidate Screening and Evaluation Paper screening Screening interviews News and internet research 2 weeks S e l e c t i o n 5 Presentation of Candidates Client meeting to review candidates and select those to advance Candidate updates 1 week 6 Selection Process Consult and design interview process Facilitation of on-site interview process, typically 4-7 candidates 2-3 weeks 7 Background and Final Qualification Background investigation and thorough reference checks for finalist candidate 1-2 weeks 8 Negotiation 1 week 9 Closeout Communications Concurrent DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB Placing Today’s Public Leaders 8 Project Team If awarded the search, both Founders and Managing Partners of the firm, along with a senior consultant, would serve on the project team, supported by the firm’s Business Support Manager. Greg Nelson, Founder and Managing Partner For the better part of a decade, Greg led a successful executive search practice for a national search firm. In his role, he has successfully recruited public sector executives on a national scale for a diverse array of field and positions. His work has included positions with intense community interest, high levels of stakeholder involvement, and those with political sensitivities. In the first twenty years of his career, Mr. Nelson served leadership roles in municipal government where he was known for his progressive and principled leadership. Under his tenure, the City increased employee engagement, citizen satisfaction (amongst the highest in a national survey), and made drastic improvements in the labor-management climate. He created public-private partnerships that allowed for superior levels of service during budget shortfalls, while enhancing relationships with stakeholders in the community. Additionally, he has provided expert testimony for state and local legislative bodies. Mr. Nelson was a co-founder of a municipal Human Rights Committee, engaging businesses and citizens in workshops and community dialogue on diversity and social equity issues, in and out of the workplace. Mr. Nelson also served as the board chair of a regional 911 communications center. During his tenure, he led several large-scale ehnancements such as a CAD/RMS transition, installation of a county-wide microwave radio system, and began the needed, but politically sensitive, movement to consolidate public safety answering points. Mr. Nelson holds a Master’s degree in Public Administration from the University of Illinois-Springfield with a graduate certificate in Public Sector Labor Relations. As a founder of Mosaic Public Partners, Greg leverages decades of experience in the public sector with many years of successful experience leading executive searches for a variety of client roles across the nation. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB Placing Today’s Public Leaders 9 Bryan Noblett, Founder and Managing Partner Bryan Noblett spent over 34 years working as a public safety leader in the Greater Sacramento Region. The majority of his career was spent working in leadership and executive level roles. Bryan placed a strong focus on staff development and on ensuring his organization was responsive to community needs throughout his career. He possesses a strong commitment to customer service and worked diligently as a municipal government executive to ensure his organization was focused on partnering with the community it served. In addition, Bryan is well-versed in labor negotiations and working collaboratively with labor groups to achieve successful outcomes. Bryan’s passion for leadership development, talent assessment and public service led him to accept a position with a nationally recognized public sector search firm shortly after his retirement. Bryan holds a Bachelor’s degree in Criminal Justice, a Master’s degree in Organizational Leadership and has attended a number of prestigious professional development courses. As a long-time contributor to city executive teams, Bryan possesses a thorough understanding of all areas of public sector leadership. He spent the last 2 years partnering with municipal clients and communities across the country by assisting them in recruiting talented leaders to serve as Police Chiefs, City Managers, Chief Financial Officers and other executive-level leadership positions. Bryan deeply values his connections with people, which has led to several outstanding placements and ongoing relationships with clients and candidates alike. Bryan spent approximately 4 years serving as the Public Safety Answering Point (PSAP) Manager for a medium-sized public safety organization in Northern California. He worked diligently to ensure all state and national standards/best practices were implemented to provide the best service possible to the community and to the public safety end-users his communications center supported daily. Bryan oversaw the implementation of updated communications equipment during his tenure and became a resource for other PSAP Managers in the state who were seeking assistance on navigating the State of California procurement process. As a founder of Mosaic Public Partners, Bryan is very excited to focus on client needs and work with candidates to place today’s public leaders. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB Placing Today’s Public Leaders 10 Jacqueline Seabrooks, Senior Consultant Jacqueline “Jackie” Seabrooks has been involved in the dynamic environs of public sector work for almost four decades. Ms. Seabrooks has held increasingly responsible positions in both state and municipal public safety organizations. Ms. Seabrooks has substantial senior executive experience and a strong reputation for service-oriented, values-based leadership carried out in a manner which promotes effectiveness and consistency in the carrying out of the best and most promising workplace practices. Jackie has extensive experience in the areas of employer-employee relations, budgeting, building collaborative teams with both internal and external organizational stakeholders, mentoring/coaching, staff and organizational development, and labor-management relations. Over the course of her career, Ms. Seabrooks was committed to promoting principles of equity, diversity, and inclusion in her leadership. Ms. Seabrooks holds a Master’s degree in Public Administration from California State University, Long Beach. She has attended an array of executive development courses to include offerings by the prestigious Harvard University’s Kennedy School of Government, the FBI’s National Academy, and Boston University’s Senior Management Institute for Police. As a Senior Consultant with Mosaic Public Partners Ms. Seabrooks leverages her extensive public sector leadership experience, which includes eleven years of service as a municipal police chief, to facilitate the selection and placement of those public sector executives ready to meet the leadership demands of the 21st Century. Based in Dallas, Texas, Jackie is elated to be part of Mosaic Public Partners, joining managing partners Greg Nelson and Bryan Noblett, to foster continued public sector excellence through the placement of today’s and tomorrow’s committed leaders. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB Placing Today’s Public Leaders 11 Sheri Noblett, Business Support Manager Sheri Noblett spent over 30 years working in the public sector in the Greater Sacramento Region. Over the course of her career, she had direct involvement in the design and implementation of numerous infrastructure and leisure service projects that improved the lives of many in the region. Sheri is a highly skilled project manager and utilized her keen organizational skills to deliver stellar projects on time and on budget. Her extensive experience in the public sector and working in collaboration with multiple project stakeholders makes Sheri a valued partner with respect to integrating the input from others to deliver the best possible project outcomes. She possesses a strong customer service orientation and has a wealth of understanding of municipal service. Sheri holds a Bachelor’s degree in Landscape Architecture, is licensed in California and possesses many certifications that bolstered her public service career. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB Placing Today’s Public Leaders 12 Cost of Services Our flat fee to provide executive search services as outlined in this proposal for the position of Deputy City Manager is $30,000. The flat fee includes both professional services and consultant expenses related to the aforementioned work plan. These expenses include advertising, consultant travel, administrative support, printing, postage, technology, educational verifications on top candidates and background checks on the selected candidate. Invoicing will be in four installments: 1. Upon execution of the Professional Services Agreement: $9,000 2. After Presentation of Candidates: $9,000 3. After Initial Interviews: $9,000 4. After accepted offer of employment: $3,000 The flat fee is based upon one consultant trip for the search team to facilitate candidate interviews. All other client meetings will be conducted via videoconference or teleconference. If additional consultant trips are requested, they will be invoiced at $1,500 per day, per consultant, plus actual travel expenses. Any additional expenses will be invoiced at the end of the project and are supplemental to the flat fee. Candidate travel expenses shall be the responsibility of the City. Guarantee Mosaic Public Partners offers the industry-standard one-year guarantee on our full search process. If, within a one-year period after appointment, the selected candidate voluntarily resigns or is dismissed for cause, Mosaic Public Partners will conduct another search effort without additional fees for professional services. The City would be expected to reimburse the firm for all incurred expenses which are approximately 30% of the flat fee. If a placement is not made in the first search attempt, Mosaic Public Partners will conduct a second search effort with no charge for professional services. The City would be expected to pay for all incurred expenses. Mosaic Public Partners will never actively recruit our placement while they are employed with the City. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 14 of 20 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. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:  Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better.  Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.  Liability policies shall be endorsed to provide the following:  Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 15 of 20  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: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date.  Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.  Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.  Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [ ] 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 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: DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 16 of 20  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. [ ] 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. [ ] 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 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 DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 17 of 20 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. [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. [ ] 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. [ ] 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. DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 18 of 20 ATTACHMENT 1 [ ] 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: 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 DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 19 of 20 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; 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 DocuSign Envelope ID: 457736E5-F2AD-469A-BF39-EB67F5A859FB City of Denton, Texas Contract 8164 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 20 of 20 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: 457736E5-F2AD-469A-BF39-EB67F5A859FB Certificate Of Completion Envelope Id: 457736E5F2AD469ABF39EB67F5A859FB Status: Completed Subject: ***Purchasing Approval*** 8164- Executive Search Deputy City Manager Source Envelope: Document Pages: 33 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 1 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 11/16/2022 2:25:31 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: 11/16/2022 3:22:42 PM Viewed: 11/16/2022 3:22:51 PM Signed: 11/16/2022 3:23:15 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/16/2022 3:23:18 PM Viewed: 11/17/2022 8:41:34 AM Signed: 11/17/2022 8:42:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Greg Nelson greg@mosaicpublic.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 66.115.176.23 Sent: 11/17/2022 8:43:01 AM Viewed: 11/17/2022 9:19:31 AM Signed: 11/17/2022 9:20:17 AM Electronic Record and Signature Disclosure: Accepted: 11/17/2022 9:19:31 AM ID: a4256894-825a-4e62-bf50-1ca249b75133 Sarah Kuechler sarah.kuechler@cityofdenton.com Director of Human Resources Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.197.72.63 Signed using mobile Sent: 11/17/2022 9:20:20 AM Viewed: 11/17/2022 9:38:13 AM Signed: 11/17/2022 9:39:20 AM Electronic Record and Signature Disclosure: Accepted: 11/17/2022 9:38:13 AM ID: a4885fea-8448-49e0-84d7-fd6f265e3bc0 Signer Events Signature Timestamp Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/17/2022 9:39:23 AM Viewed: 11/17/2022 9:40:04 AM Signed: 11/17/2022 9:40:15 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 11/17/2022 9:40:18 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/16/2022 3:22:42 PM Certified Delivered Security Checked 11/17/2022 9:40:04 AM Signing Complete Security Checked 11/17/2022 9:40:15 AM Completed Security Checked 11/17/2022 9:40:18 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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: Greg Nelson, Sarah Kuechler 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.