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8203 Executed Contract Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 9F224E8F-F614-4C73-953E-67ED4B305DB0 8203 No Christa Christian RFP Insurance Broker of Record 6/6/2028 6/6/2023 23-1011 1 Renewal Amendment to Contract (Contract 8203) This Renewal Amendment to Contract (Contract 8203) (this Amendment) is entered into between City of Denton, Texas (Subscriber) and Texas Series of Lockton Companies, LLC (Lockton). Background Subscriber and Lockton have previously entered into Contract (7365), as amended (the Agreement). Initially capitalized terms used but not otherwise defined in this Amendment will have the meanings set forth in the Agreement. The parties desire to amend the Agreement as follows: 1 Effective Date The terms of this Amendment are effective as of _________________________. 2 Extension Section 2 of Exhibit A will be deleted and replaced in its entirety with the following: The contract term will be three (3) years, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the Effective Date and shall automatically renew each year, in accordance with the procedures set forth in the Agreement. At the mutual agreement of both parties, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3 Scope of Work The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFP 8203 – Insurance Broker of Record, which is on file at the purchasing office and made a part hereof as Exhibit B as if written word for word herein. 4 Contract Amount The contract total for the continued services shall not exceed $980,000. In the event scope of services provided to the City of Denton by Lockton exceeds $980,000 annually, an amendment to this contract as well as the Fee Schedule will be required. 5 Insurance Insurance requirements in Exhibit D will be deleted and replaced with the attached Exhibit D Insurance requirements. 6 Contractor’s Proposal Exhibit F will be deleted and replaced in its entirety with the following: Contractor agrees to do all services listed in scope of work and proposal per Exhibit F attached. 7 Updated Notices Addresses. The agreement is amended to reflect the following updated notice address for City of Denton: City of Denton, Attn: Diane Presley 215 E. McKinney St., Denton, TX 76201, with an DocuSign Envelope ID: 9F224E8F-F614-4C73-953E-67ED4B305DB0 6/6/2023 2 additional copy to: City of Denton Attn: Legal Counsel 215 E. McKinney St., Denton, TX 76201, with additional copy emailed to city of Denton at: purchasing@cityofdenton.com Texas Series of Lockton Companies, LLC Attn: ________________2100 Ross Avenue, Suite 1400 Dallas, TX 75201, with additional copy emailed to _______________________________________. 8 Updated contract number This Amendment constitutes a new agreement beginning on the Effective Date between the parties incorporating, except as amended herein, all the terms and conditions in the Agreement for all intents and purposes Such Agreement will have contract number 8203. Confirmation of Agreement This Amendment (together with all exhibits attached hereto) constitutes the entire agreement between the parties regarding the matters of this Amendment and supersedes all prior and contemporaneous agreements and understandings regarding the matters of this Amendment. In the event of a conflict between this Amendment and the Agreement as it relates to the matters of this Amendment, the terms of this Amendment will control. Otherwise, all terms and conditions of the Agreement will remain in full force and effect and likewise apply to this Amendment. Authorized Signatures City of Denton, Texas Texas Series of Lockton Companies, LLC By: By: Name: Name: Title: Title: Date: Date: ATTEST: JESUS SALAZAR, INTERIM CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: 9F224E8F-F614-4C73-953E-67ED4B305DB0 EVP - Chief Operating Officer Robert F. Bobo Jr Bbobo@lockton.com Robert Bobo 5/6/2023 City Manager Sara Hensley 6/7/2023 3 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ______________ SIGNATURE PRINTED NAME _______________ _______________ TITLE DEPARTMENT DocuSign Envelope ID: 9F224E8F-F614-4C73-953E-67ED4B305DB0 Human Resources Sara Kuechler Director of Human Resources Insurance Requirements 1/31/2023 Insurance Broker - Risk Page 1 of 3 SECTION A. CONSULTANT shall procure, pay for and maintain the following insurance written by companies approved by the State of Texas and acceptable to CITY. The insurance shall be evidenced by delivery to the CITY, at the address shown in SECTION C (a), certificates of insurance executed by the insurer or its authorized agent stating coverages, limits, expiration dates and compliance with all applicable required provisions. The CITY shall be named as an additional insured by endorsement to the policy and thus will be entitled to notice of cancellation of the policy in accordance with Section 1811 of the Texas Insurance Code. Upon request, the CITY shall be entitled to receive without expense, copies of the policies and all endorsements. SECTION B. The CITY reserves the right to review the insurance requirements of this section during the effective period of the services or work performed by CONSULTANT and to modify insurance coverages and their limits when deemed necessary and prudent by City's Risk Management based upon changes in statutory law, court decisions or other relevant factors. The CONSULTANT shall acquire and ensure execution of requests for deletions, revisions or modifications of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either CITY or CONSULTANT). SECTION C. REQUIRED PROVISIONS The CONSULTANT agrees, with respect to the required insurance as documented below, all certificate(s) of insurance will contain and state, in writing, the following required provisions: a) The certificate of insurance or policy and endorsements shall be evidenced by delivery to: (i) Purchasing 901-B Texas Street, Denton, TX 76209. b) All certificates of insurance shall identify the service or product being provided, by including the bid number and contract or solicitation name. c) All certificates of insurance shall name the City of Denton as the Certificate Holder. SECTION D. INSURANCE COVERAGE REQUIRED Subject to CONSULTANT'S right to maintain reasonable deductibles, CONSULTANT shall obtain and maintain in full force and effect for the duration of its engagement with the CITY and any extension hereof, at CONSULTANT'S sole expense, insurance coverage in the following type(s) and amounts: 1. COMMERCIAL GENERAL LIABILITY INSURANCE DocuSign Envelope ID: 9F224E8F-F614-4C73-953E-67ED4B305DB0 EXHIBIT D Insurance Requirements 1/31/2023 Insurance Broker - Risk Page 2 of 3 Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Consultants and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $500,000.00 per occurrence, $1,000,000.00 products/completed operations aggregate, $1,000,000.00 general aggregate. The policy shall include: a) An endorsement naming the City of Denton and its officers, employees and elected representatives as additional insureds. b) An endorsement to waive of subrogation in favor of the City of Denton, its officers and employees, for bodily injury (including death), property damage or any other loss. c) An endorsement to provide thirty (30) days prior written notice in the event of cancellation to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the policy for cancellation due to non-payment of premium. d) Provide that CONSULTANT’S insurance is primary insurance as respects the CITY, its officers, employees and elected representatives. e) If this insurance is written on a claims-made form, coverage shall be continuous (by renewal or extended reporting period) for not less than twenty- four (24) months following completion of the contract and acceptance by the City. Coverage, including any renewals, shall have the same retroactive date as the original policy applicable to this contract. 2. PROFESSIONAL LIABILITY INSURANCE If CONSULTANT is a licensed or certified person who renders professional services, then Professional Liability Insurance to provide coverage against any claim which the CONSULTANT becomes legally obligated to pay as damages arising out of the performance of professional services caused by any negligent error, omission or act with minimum limits of $2,000,000.00 per claim, $4,000,000.00 annual aggregate. The policy shall include: a) An endorsement to provide thirty (30) days prior written notice in the event of cancellation to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the policy for cancellation due to non-payment of premium. b) Provide that CONSULTANT’S insurance is primary insurance as respects the CITY, its officers, employees and elected representatives. c) If this insurance is written on a claims-made form, coverage shall be continuous (by renewal or extended reporting period) for not less than twenty- four (24) months following completion of the contract and acceptance by the City. Coverage, including any renewals, shall have the same retroactive date DocuSign Envelope ID: 9F224E8F-F614-4C73-953E-67ED4B305DB0 Insurance Requirements 1/31/2023 Insurance Broker - Risk Page 3 of 3 as the original policy SECTION E. SUBCONTRACTING LIABILITY (1) Without limiting any of the other obligations or liabilities of the CONSULTANT, the CONSULTANT shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONSULTANT as an additional insured. (2) CONSULTANT shall obtain and monitor the certificates of insurance from each Subcontractor. CONSULTANT must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. SECTION F. CONSULTANT LIABILITY Approval, disapproval or failure to act by the CITY regarding any insurance supplied by CONSULTANT or its subcontractors shall not relieve CONSULTANT of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency nor denial of liability by the insurance company exonerate CONSULTANT from liability. DocuSign Envelope ID: 9F224E8F-F614-4C73-953E-67ED4B305DB0 Bid Lines 1 Flat Yearly Fee Quantity:1 UOM:YR Price:$200,000.00 Total:$200,000.00 Item Notes:Professional Liability General Liability Property Insurance (City & DEC) Property Inspection Workers Compensation Automobile Insurance Boiler and Machinery insurance Airport Operations Insurance 2 Hourly Rate Quantity:1 UOM:HR Price:$0.00 Total:$0.00 Response Total: $200,000.00 Vendor: Houston Series of Lockton Companies, LLC 8203Page 22 of 22 pages Exhibit F Contractors ProposalDocuSign Envelope ID: 9F224E8F-F614-4C73-953E-67ED4B305DB0 Total Price $960,000.00 Line #Description QTY UOM Year 1 Year 2 Year 3 Year 4 Year 5 1 Flat Yearly Fee 1 YR $200,000.00 190,000.00$ 190,000.00$ 190,000.00$ 190,000.00$ Summary of PricingHouston Series of Lockton Companies, LLC (Lockton Companies, LLC) 8203 - Page 1 DocuSign Envelope ID: 9F224E8F-F614-4C73-953E-67ED4B305DB0 EXHIBIT F 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: 9F224E8F-F614-4C73-953E-67ED4B305DB0 Texas Series of Lockton Companies, LLC (Lockton Companies, LLC) EXHIBT G X 5/6/2023 X X X X CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 9F224E8F-F614-4C73-953E-67ED4B305DB0 Certificate Of Completion Envelope Id: 9F224E8FF6144C73953E67ED4B305DB0 Status: Completed Subject: Please DocuSign: City Council Contract 8203 Insurance Broker of Record Source Envelope: Document Pages: 11 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 5/3/2023 10:42:06 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 5/3/2023 10:47:25 AM Viewed: 5/3/2023 10:50:56 AM Signed: 5/3/2023 10:51:17 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/3/2023 10:51:22 AM Viewed: 5/3/2023 1:48:49 PM Signed: 5/3/2023 1:49:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/3/2023 1:49:35 PM Viewed: 5/5/2023 5:42:01 PM Signed: 5/5/2023 5:42:47 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Robert F. Bobo Jr bbobo@lockton.com EVP - Chief Operating Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 107.115.5.126 Sent: 5/5/2023 5:42:52 PM Viewed: 5/6/2023 7:29:49 AM Signed: 5/6/2023 7:31:51 AM Electronic Record and Signature Disclosure: Accepted: 5/6/2023 7:29:49 AM ID: b245541f-d5ff-4338-bd86-01b2b4abcee4 Signer Events Signature Timestamp Sara Kuechler Sarah.Kuechler@cityofdenton.com Director of Human Resources Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/6/2023 7:31:54 AM Viewed: 5/8/2023 8:38:43 AM Signed: 5/8/2023 8:39:15 AM Electronic Record and Signature Disclosure: Accepted: 5/8/2023 8:38:43 AM ID: 23e8ec54-35f8-4461-95cf-64870024fa9d Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 5/8/2023 8:39:19 AM Viewed: 6/7/2023 7:46:53 AM Signed: 6/7/2023 7:47:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/7/2023 7:47:28 AM Viewed: 6/7/2023 7:48:41 AM Signed: 6/7/2023 7:48:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/7/2023 7:48:49 AM Viewed: 6/7/2023 9:00:15 AM Signed: 6/7/2023 9:01:05 AM Electronic Record and Signature Disclosure: Accepted: 6/7/2023 9:00:15 AM ID: f6ad891d-6f38-4574-a20c-2abffb7dab37 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: 5/3/2023 10:51:21 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 5/8/2023 8:39:18 AM Viewed: 5/8/2023 2:02:14 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/7/2023 9:01:08 AM Viewed: 6/7/2023 9:06:57 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Deby Skawinski Deby.Skawinski@cityofdenton.com Deputy Director, Risk & Compliance Security Level: Email, Account Authentication (None) Sent: 6/7/2023 9:01:09 AM Electronic Record and Signature Disclosure: Accepted: 6/6/2023 7:44:50 AM ID: 1d4a5494-37c5-4847-8a2c-a5d3b10c641f Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/3/2023 10:47:25 AM Certified Delivered Security Checked 6/7/2023 9:00:15 AM Signing Complete Security Checked 6/7/2023 9:01:05 AM Completed Security Checked 6/7/2023 9:01:09 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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