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6288 Professional Legal Services Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Granicus # Ordinance # DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 12/13/2016 PSA Rebecca Hunter Lloyd Gosselink Rochelle & Townsend, P.C. 6288 CONTRACT FOR PROFESSIONAL LEGAL SERVICES FILE 6288 STATE OF TEXAS § COUNTY OF DENTON § This AGREEMENT, made and entered into this the date ____________________, by and between Lloyd Gosselink Rochelle & Townsend, P.C., 816 Congress Avenue, Suite 1900, Austin, Texas 78701, hereinafter referred to as “Consultant”, and the City of Denton, a Texas municipal corporation, 215 East McKinney, Denton, Texas 76201, hereinafter referred to as “City”. WITNESSETH WHEREAS, City finds it necessary to employ outside legal counsel to perform professional legal services regarding permitting of the proposed expansion of the City of Denton Landfill and General Environmental Legal Services; and WHEREAS, Consultant is willing to perform such services in a professional manner as an independent contractor; and WHEREAS, City desires to engage Consultant to render the professional services in connection therewith, and Consultant is willing to provide such services; NOW, THEREFORE, in consideration of the promises and mutual obligations herein, the parties hereto do hereby mutually AGREE as follows: 1. SCOPE OF SERVICES Consultant shall perform the following services in a professional manner working as an independent contractor not under the direct supervision and control of City: Services to be provided: 1. Consultant shall evaluate the relevant facts and circumstances and shall advise City, by written opinion, with respect to its options and the legality of such options, regarding researching and responding to requests for legal services. 2. Consultant shall also consult, as requested, with the City Manager, the City Attorney, and any other designated City staff respecting any and all aspects of the services to be performed under this Contract. 3. Consultant shall perform all the professional services required in a timely fashion, and shall complete same in compliance with schedules established by City through its City DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 January 10, 2017 Contract For Professional Legal Services – Page 2 Attorney, through discussions with Consultant, as appropriate to carry out the terms and conditions of this Contract. 2. TERM This Contract shall be for a term of 36 months, beginning effective on this date _____________________________. This Contract may be sooner terminated in accordance with the provisions hereof. Time is of the essence, and Consultant shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible during the term of this Contract, and to meet the schedules established by City, through its City Attorney, or as the progress of this matter may require. 3. COMPENSATION AND METHOD OF PAYMENT A. Consultant shall charge the following fees for its professional services hereunder, based on rates described in Exhibit A of this agreement. B. Consultant will try to reduce costs whenever feasible by utilizing qualified principals, associates, paralegals, and law clerks. Consultant shall bill City through the submission of itemized invoices, statements, and other documentation, together with supporting data indicating the progress of the work and the services performed on the basis of monthly statements showing hourly rates indicating who performed the work, what type of work was done, and descriptions and/or details of all services rendered, along with specific description and supporting documentation, if available, respecting any reasonable and necessary out-of- pocket expenses incurred. C. Consultant estimates and City agrees that all charges for the legal services hereunder, including reasonable out-of-pocket expenses, shall not exceed seven hundred fifteen thousand dollars ($715,000), and Consultant agrees to notify City and seek a modification of the Contract should the total fees exceed such amount. D. City shall either pay directly or reimburse Consultant, as the case may be, for reasonable and necessary actual out-of-pocket expenses, including but not limited to, long-distance telephone, telecopier, reproduction, overnight courier, on-line research, and travel. All copies will be charged at the rate of ten cents ($0.10) per copy for copies made within Consultant’s offices, with as much photocopying as possible being done by outside vendors at bulk rates or by the city to reduce costs if bulk copying is necessary. The parties agree that there will be no charges for outgoing telecopies or incoming telecopies. Whenever feasible, City encourages cost savings by the use of computer files in Microsoft Word or Adobe Acrobat formats, attached to e-mail transmissions. E. The parties anticipate invoices or statements for services will be generated on a monthly basis and that said invoices or statements will be sent on or about the 1st day of each month. City shall make payment to Consultant within 30 days of the satisfactory completion of services and receipt of an itemized invoice or statement. All reimbursable expenses, including, but not necessarily limited to travel, lodging, and meals shall be paid at the actual DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 Contract For Professional Legal Services – Page 3 cost, pursuant to the terms, conditions, and limitations hereinabove set forth. All invoices and bills shall be approved for payment by the City Attorney. F. It is understood that Consultant shall work with the coordination and general supervision of the City Attorney or the Deputy City Attorney. G. All notices, billing statements and invoices shall be made in writing and may be given by personal delivery or by mail. Notices and invoices sent by mail shall be addressed to: Accounts Payable, 215 East McKinney, Denton, Texas 76201. When so addressed, the notice, invoice, and/or payment shall be deemed given upon deposit in the United States Mail, postage prepaid. In all other instances, notices, invoices, and/or payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the responsible person or office to whom notices, invoices, and/or payments are to be sent, provided reasonable written notice is given. H. Consultant is generally authorized to engage the services of qualified local counsel, service vendors, consulting experts, and testifying experts, as reasonably necessary to accomplish the services herein, reduce costs, or increase efficiency. Consultant shall obtain City’s prior written approval before engaging local counsel, licensed investigators, consulting experts, or testifying experts. Consultant may select and engage service providers such as court reporters, videographers, document reproduction services, and the like at Consultant’s professional discretion without specific approval. All such services shall be paid by Consultant, and invoiced back to City as a line item in Consultant’s next monthly invoice, to be reimbursed by City at actual cost. Unless otherwise stated, such expenses shall be a component of the budget set forth in paragraph 3.C. of this Contract. 4. PROFESSIONAL COMPETENCY A. Consultant agrees that in the performance of these professional services, Consultant shall be responsible for the level of competency and shall use the same degree of skill and care presently maintained by other practicing professionals performing the same or similar types of work. For the purpose of this Contract, the key persons who will be performing most of the work hereunder shall be Paul Gosselink. However, nothing herein shall limit Consultant from using other qualified and competent members of its firm to perform the services required herein. B. All legal opinions and other legal documents prepared or obtained under the terms of this Contract are instruments of service and City shall retain ownership and a property interest therein. If this Contract is terminated at any time for any reason prior to payment to Consultant for work under this Contract, all such documents prepared or obtained under the terms of the Contract shall upon termination be delivered to and become the property of City upon request and without restriction on their use or further compensation to Consultant. DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 Contract For Professional Legal Services – Page 4 5. ESTABLISHMENT AND MAINTENANCE OF RECORDS Full and accurate records shall be maintained by Consultant at its place of business with respect to all matters covered by this Contract. Such records shall be maintained for a period of at least three years after receipt of final payment under this Contract. 6. AUDITS AND INSPECTION City shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. Consultant 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, Consultant shall also require all subconsultants, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow City 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 City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by Consultant 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 City’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. 7. ACCOMPLISHMENT OF PROJECT Consultant shall commence, carry on, and complete any and all projects with all practicable dispatch, in a sound, economical and efficient manner, and, in accordance with the provisions hereof and all applicable laws. 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 City. 8. INDEMNITY AND INDEPENDENT CONTRACTOR RELATIONSHIP A. Consultant shall perform all services as an independent contractor not under the direct supervision and control of City. Nothing herein shall be construed as creating a relationship of employer and employee between the parties. City and Consultant agree to cooperate in the defense of any claims, actions, suits, or proceedings of any kind brought by a third party which may result from or directly or indirectly arise from any negligence and/or errors or omissions on the part of Consultant, or from any breach of Consultant's obligations under this Contract. In the event any litigation or claim is brought under this Contract in which City is joined as a party, Consultant shall provide suitable counsel to defend City and Consultant DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 Contract For Professional Legal Services – Page 5 against such claim; provided however, that City shall have the right to proceed with competent counsel of its own choosing. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, attorneys, agents, servants, and employees against any and all such claims to the extent not otherwise covered by Consultant's professional liability policy. Consultant agrees to pay all expenses, including but not limited to attorney fees, and satisfy all judgments that arise under such third party claims, but are not otherwise satisfied by Consultant's professional liability insurance policy. Nothing herein constitutes a waiver of any rights or remedies City may have to pursue under either law or equity, including, without limitation, a cause of action for specific performance or for damages, a loss to City resulting from Consultant's negligent errors or omissions, or breach of contract, and all such rights and remedies are expressly reserved. B. Consultant shall maintain and shall be caused to be in force at all times during the term of this Contract, a legally binding policy of professional liability insurance, issued by an insurance carrier approved to do business in the State of Texas by the State Insurance Commission, which carrier must be rated by Best Rated Carriers, with a rating of "A-" or higher. Such coverage shall cover any claim hereunder occasioned by Consultant's negligent professional act and/or error or omission, in an amount not less than $500,000 combined single limit coverage occurrence. In the event of change or cancellation of the policy by the insurer, Consultant hereby covenants to immediately advise City thereof; and in such event, Consultant shall, prior to the effective date of change or cancellation, serve a substitute policy furnishing the same coverage to City. Consultant shall provide a copy of such policy and the declarations page of the existing policy to City through its City Attorney, simultaneously with the execution of this Contract. 9. TERMINATION OF AGREEMENT A. In connection with the work outlined in this Contract, it is agreed and fully understood by Consultant that City may cancel or indefinitely suspend further work hereunder or terminate this Contract at any time upon written notice to Consultant, Consultant shall cease all work and labor being performed under this Contract. Consultant may terminate this Contract by giving City 30 days written notice that Consultant is no longer in a position to continue representing City. Consultant shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Contract. All reports and other documents, or data, or work related to the project shall become the property of City upon termination of this Contract. B. This Contract may be terminated in whole or in part, in writing, by either party in the event of substantial failure by the other party to fulfill its obligations under this Contract through no fault of the terminating party. Provided, however, that no such termination may be effected, unless the other party is given [1] written notice (delivered by certified mail, return receipt requested) of intent to terminate, and not less than 30 calendar days to cure the failure; and [2] an opportunity for consultation with the terminating party prior to termination. DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 Contract For Professional Legal Services – Page 6 C. Nothing contained herein or elsewhere in this Contract shall require City to pay for any work which is unsatisfactory or which is not submitted in compliance with the terms of this Contract. 10. ALTERNATE DISPUTE RESOLUTION Consultant agrees that, if necessary, it will use its best efforts to resolve any disputes regarding the Contract through the use of mediation or other forms of alternate dispute resolution set forth in Chapter 154 of the Texas Civil Practice and Remedies Code. 11. ENTIRE AGREEMENT This Contract represents the entire agreement and understanding between the parties, and any negotiations, proposals, or oral agreements are intended to be integrated herein and to be superseded by this written Contract. Any supplement or amendment to this Contract to be effective shall be in writing and signed by City and Consultant. 12. COMPLIANCE WITH LAWS Consultant shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereafter be amended, including but not limited to the Texas Disciplinary Rules of Professional Conduct. 13. GOVERNING LAW For the purpose of determining place of agreement and law governing same, this Contract is entered into in the City and County of Denton, State of Texas, and shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with this Contract shall be exclusively in a court of competent jurisdiction sitting in Denton County. 14. DISCRIMINATION PROHIBITED In performing the services required hereunder, Consultant shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 15. PERSONNEL A. Consultant represents that it has or will secure at its own expense all personnel required to perform all the services required under this Contract. Such personnel shall not be employees or have any contractual relations with City. Consultant shall inform City of any conflict of interest or potential conflict of interest that may arise during the term of this Contract, in accordance with Consultant’s responsibilities under the Texas Disciplinary Rules of Professional Conduct. DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 Contract For Professional Legal Services – Page 7 B. All services required hereunder will be performed by Consultant or under its direct supervision. All personnel engaged in work shall be qualified and shall be authorized or permitted under state and local laws to perform such services. 16. ASSIGNABILITY Consultant shall not assign any interest in this Contract and shall not transfer any interest in this Contract (whether by assignment, novation, or otherwise) without the prior written consent of City thereto. 17. SEVERABILITY All agreements and covenants contained herein are severable, and in the event any of them, with the exception of those contained in sections headed “Scope of Services”, “Independent Contractor Relationship,” and “Compensation and Method of Payment” hereof, shall be held to be invalid by any court of competent jurisdiction, this Contract shall be interpreted as though such invalid agreements or covenants were not contained herein. 18. RESPONSIBILITIES FOR CLAIMS AND LIABILITY Approval by City shall not constitute nor be deemed a release of the responsibility and liability of Consultant for the accuracy and competency of its work; nor shall such approval be deemed to be an assumption of such responsibility of City for any defect in any report or other documents prepared by Consultant, its employees, officers, agents and consultants. 19. MODIFICATION OF AGREEMENT No waiver or modification of this Contract 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 Contract, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid; and, the parties further agree that the provisions of this section will not be waived as herein set forth. 20. CAPTIONS The captions of this Contract are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Contract. DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 Contract For Professional Legal Services – Page 8 21. BINDING EFFECT This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Contract. IN WITNESS HEREOF, the City of Denton, Texas, has caused this Contract to be executed by its duly authorized City Manager, and Consultant has executed this Contract through its duly authorized undersigned partner, dated this day ________________________. CITY OF DENTON BY: ________________________________ Howard Martin, Interim CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ______________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ______________________________ Lloyd Gosselink Rochelle & Townsend, P.C. BY: _____________________________ AUTHORIZED SIGNATURE _________________________________ PRINTED NAME DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 Paul Gosselink January 10, 2017 Lloyd Gosselink 816 Congress Avenue,Surte 1900 Austin.Texas 78701 Telephone:(512)322-5800 Facsimile:(512)472-0532 ATTORNEYS AT LAW www,lglawfirm.com Mr,Gosselintc's Direct Line:(512)322-5806 Email:pgosselink@lgla\vllrTn-com CONFIDENTIAL PRIVILEGED ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT November 2,2016 Vance Kemler General Manager,Solid Waste and Recycling Services City of Denton 1527 South Mayhill Road Denton,Texas 76208 Re: Legal Fees Estimate for permitting ofthe proposed expansion ofthe City ofDenton Landfill and General Environmental Legal Services Dear Mr.Kemler: You have asked that Lloyd Gosselink provide an estimated budget for (1) legal services and costs relating to municipal solid waste,air and other matters covered by environmental law and (2) an estimated budget for the City of Denton's proposed expansion of its existing landfill. We base our estimate on the landfill expansion on the understanding that the application will be filed in 2016 and a hearing, if any, will commence in 2017 and last until late 2018. As explained below the combined estimated budgets for these two tasks is $715,000 over three years. Landfill Budget Lloyd Gosselink's Air and Waste Practice Group generally breaks down the permitting process into five phases,with certain costs estimated for each phase. We arrive at a site-specific budget by modifying those general cost estimates to take into consideration the site-specific facts of a particular case. Typically, the most significant site-specific factor is the anticipated level of opposition expected from competitors or neighborhood groups formed to oppose the project. The first phase will be complete with the submittal of the application to the TCEQ.As noted,we expect that the applicafion will be submitted before December 31,2016.Accordingly, there is no longer a specific budget set up for Phase I. The second phase covers the time period during which the permit application is submitted to the TCEQ until it has been declared technically complete.This phase is anticipated to be completed in mid 2017. The third phase covers the time period subsequent to the permit application being declared technically complete and continues until Lloyd Gosselink Rochelle &Townsend,P.O. EXHIBIT A FILE 6288 DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 EXHIBIT A FILE 6288 DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 EXHIBIT A FILE 6288 DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 EXHIBIT A FILE 6288 DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72 Exhibit 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). 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 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 176.001(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: A8832B3E-A50D-42EB-A2CE-65E448821D72 B X Vance Kemler None X X 11/29/2016 X Lloyd Gosselink Rochelle & Townsend, P.C. Certificate Of Completion Envelope Id: A8832B3EA50D42EBA2CE65E448821D72 Status: Completed Subject: City Council Docusign Item - 6288 Lloyd Gosselink Rochelle & Townsend, P.C. Source Envelope: Document Pages: 14 Signatures: 5 Envelope Originator: Supplemental Document Pages: 0 Initials: 0 Rebecca Hunter Certificate Pages: 6 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Payments: 0 rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 11/28/2016 3:12:20 PM Holder: Rebecca Hunter rebecca.hunter@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Rebecca Hunter rebecca.hunter@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 11/28/2016 3:17:29 PM Viewed: 11/28/2016 3:17:42 PM Signed: 11/28/2016 3:20:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Paul Gosselink pgosselink@lglawfirm.com Security Level: Email, Account Authentication (Optional) Using IP Address: 206.126.39.98 Sent: 11/28/2016 3:20:06 PM Viewed: 11/29/2016 7:18:35 AM Signed: 11/29/2016 7:21:56 AM Electronic Record and Signature Disclosure: Accepted: 11/29/2016 7:18:35 AM ID: e4a0d607-cc30-43b9-a3e2-7c11c08d73b3 John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 11/29/2016 7:22:00 AM Resent: 1/11/2017 9:43:06 AM Viewed: 1/11/2017 10:34:35 AM Signed: 1/11/2017 10:34:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 1/11/2017 10:34:49 AM Viewed: 1/11/2017 10:52:15 AM Signed: 1/11/2017 10:54:10 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Signer Events Signature Timestamp Howard Martin howard.martin@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 1/11/2017 10:54:14 AM Viewed: 1/17/2017 9:17:47 AM Signed: 1/17/2017 9:18:06 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 1/17/2017 9:18:09 AM Viewed: 1/17/2017 2:22:40 PM Signed: 1/17/2017 2:22:54 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: 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 Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 11/29/2016 7:21:59 AM Viewed: 11/29/2016 7:39:09 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 11/29/2016 7:21:59 AM Viewed: 11/29/2016 7:27:38 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 1/11/2017 10:54:13 AM Viewed: 1/11/2017 10:55:22 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 1/11/2017 10:54:13 AM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Sent: 1/17/2017 2:22:57 PM Viewed: 2/21/2017 11:11:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 1/17/2017 2:22:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott Lebsack scott.lebsack@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 1/17/2017 2:22:59 PM Viewed: 1/18/2017 5:55:15 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/17/2017 2:22:59 PM Certified Delivered Security Checked 1/17/2017 2:22:59 PM Signing Complete Security Checked 1/17/2017 2:22:59 PM Completed Security Checked 1/17/2017 2:22:59 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may 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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: 4/20/2015 7:25:38 AM Parties agreed to: Paul Gosselink, Robin Fox 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: kevin.gunn@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 kevin.gunn@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 kevin.gunn@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 kevin.gunn@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.