Loading...
6303 Castlebranch contract Background Check Services-executed Docusign City Manager Approval Transmittal Coversheet File Name Purchasing Contact Contract Value Piggy Back Option Contract Expiration DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 Yes 3 Years from CM approval Background Check Services RFP 6303 $75,000 Karen E. Smith Contract # 6303 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CASTLE BRANCH, INC. (CONTRACT 6303) THIS CONTRACT is made and entered into this date ______________________, by and between Castle Branch, Inc., a corporation, whose address is 1844 Sir Tyler Drive, Wilmington, NC 28405, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City’s document RFP 6303-Supply of Employment/Volunteer Criminal Background Check Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) Request for Proposal # 6303 (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Contractor’s Proposal (Exhibit "E"); (f) Contractor’s FCRA Certifications Addendum – Employment Purpose “Addendum to Service Agreement” (Exhibit "F"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 4/10/2017 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 N/A Castle Branch, Inc. Lauren Henderson CFL 4/10/2017 910-815-3880 ext. 7139 lareyno@castlebranch.com 4/10/2017 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 et seq et seq DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:       Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 ’ DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 1844 Sir Tyler Drive, Wilmington, NC 28405 · phone: 888.723.4263 · fax: 910.772.1528 PREPARED BY: Carrie Gyles Account Executive 888.723.4263 ext. 7246 Fax: 910.772.1528 CdGyles@CastleBranch.com The City of Denton Employment/Volunteer Criminal Background Checks February 16, 2017 ORIGINAL RFP #6303 Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 RFP 6303 Pricing Sheet for Background Checks Respondent's Business Name Principal Place of Business (City and State) Services Proposal Pricing (includes all costs to the City): ITEM Estimated Annual Quantity UOM Type of Service Requested Completion schedule Cost of Service 1 800 EA State of Texas and Federal criminal history background check to include: SSN Verification, compete address history, criminal history, national sex offender registry, county level searches (be specific on number of counties included), and the terrorist database..72 hours 26.55$ 2 500 EA Motor Vehicle including Texas motor vehicle report and/or other requested states.72 hours 1.70$ Optional Items Below: 3 25 EA Employment verification 1-5 Days 4.80$ 4 12 EA Educational background verification 1-5 Days 4.80$ 5 12 EA Other pre-employment/post-offer services (a la carte). Provide a listing of each individual background check, credit reports, validations, verifications, and other services (not including drug testing) your company provides and their cost.72 hours See "a la carte pricing" sheet for details. ***Additional pass through fees may apply for motor vehicle, education verification and employment verfication searches. These fees will be passed on at cost and at no additional mark-up.*** CastleBranch Wilmington, NC Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 Price $5.60 $4.80 $4.80 $4.00 $4.80 $5.40 Professional License Verification* Nationwide Healthcare Fraud & Abuse *Verification outsourcing fees: Outsourcing employment and education information has become commonplace among larger organizations and universities. Some entities utilize third parties to house verification information, and pass-through fees, ranging between $3.00 and $15.00, may apply. **Credit reports: There is a one-time account setup fee of $75.00 for credit reports. The Fair Credit Reporting Act mandates a physical inspection of the property in order to verify a legitimate business establishment. Total account setup time averages 1-2 weeks. This fee may be waived for organizations that meet the criteria as detailed in the FCRA. A La Carte Pricing Sheet Item: CDL (Only current state of licensure) Education Verification* Employment Verification* Credit Report** Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 Karen E. Smith, A.P.P. Assistant Purchasing Manager City of Denton Castle Branch The Power to Make Informed Decisions. 1844 Sir Tyler Drive Wilmington, NC 28405 February 15, 2017 901-B Texas Street Denton, TX 76209 Dear Karen Smith: Castle Branch Inc. is pleased to respond to your recent request for proposal #6303. We would like to offer the City of Denton (the City) our considerable expertise in the field of employment and volunteer criminal background checks, ensuring the City is equipped to make safe, reliable and well-informed employment decisions. We appreciate the opportunity to conduct business with you and look forward to establishing a rewarding partnership. Founded in 1997, CastleBranch is ranked among the top 10 employment screening companies in the country and is partnered with over 27,000 client accounts nationwide. In 2016, our organization processed over 3.5 million background check records and maintained a 99.97 percent accuracy rate. CastleBranch can comfortably accommodate your request for approximately 800 or more per year. We deliver completed background screening reports, on average, within 48 hours. With fast turnaround times and accurate results, the City will have the most reliable data available to make hiring decisions in a timely manner. CastleBranch is an accredited member of the National Association of Professional Background Screeners (NA PBS), a coveted credential achieved by less than 10 percent of all background screening companies in the country. NAPBS exists to promote ethical business practices, compliance with the Fair Credit Reporting Act (FCRA) and awareness of issues related to consumer protection and privacy rights within the background screening industry. Our accreditation recognizes CastleBranch's commitment to maintaining the highest professional standards. CastleBranch is staffed with an expertly-trained and experienced client service team, dedicated to ensuring a smooth on-boarding process and providing continued assistance and support. Our hands-on approach to dedicated account management fosters a collaborative, responsive relationship between CastleBranch and our clients and ensures the City's needs will always be met. CastleBranch does not outsource or offshore our service or data, and our single location, Software as a Service business model makes it easy for us to effectively communicate with our clients. CastleBranch is committed to bringing the City of Denton the facts, to exceeding your expectations and to providing long-term solutions for your employment and volunteer criminal background check needs. Thank you for your consideration. Please do not hesitate to contact me for further clarification or information. Carrie Gyles Account Executive 888.723.4263 ext. 7246 CdGyles@CastleBranch.com City of Denton -RFP #6303 i Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 2City of Denton - RFP #6303 City of Denton RFP for Supply of Employment/Volunteer Criminal Background Check Services RFP 6303 - Main Document Page 12 of 43 ATTACHMENT A-BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1.  Contract Information (for formal contracting purposes): The following information will be used to write a contract, should your firm be selected for award. •  Firm’s Legal Name: Castle Branch, Inc. •  Address: 1844 Sir Tyler Drive, Wilmington, North Carolina 28405 •  Agent Authorized to sign contract (Name): Lauren Henderson •  Agent’s email address: rfp@castlebranch.com 2.  Subsidiary of: N/A 3.  Organization Class (circle): Partnership Corporation Individual Association 4.  Tax Payer ID#: 56-2169613 5.  Date Established: 1997 6.  Historically Underutilized Business: Yes or No 7.  Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? CastleBranch Response: No, CastleBranch does not have an established physical presence in the State of Texas or the City of Denton 8.  Please provide a detailed listing of all products and/or services that your company provides. CastleBranch Response: Social Security Number Alert A Social Security number alert reveals if a Social Security number is valid and uniquely associated with an applicant. The trace will also report if multiple names are associated with a particular Social Security number. This search is conducted by analyzing a database that compiles information from various sources such as voting records, mailing lists, credit history, address information, magazine subscriptions and property records. Contract 6303 - Exhibit E XXXXXXXXX DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 City of Denton RFP for Supply of Employment/Volunteer Criminal Background Check Services RFP 6303 - Main Document Page 13 of 43 Residential History A residential history compiles information from various sources to arrive at a list of names and addresses associated with a specific Social Security number. These current and previous addresses establish a basis for an applicant's criminal history search. County Criminal History A county criminal history check reveals felony and misdemeanor convictions and charges as well as any pending charges for a single county. According to FCRA regulations, the standard scope for background checks is seven years. Older convictions provided by the county will be indicated on the background screening report. A county criminal history check begins with a residency history trace. Once all counties of residence have been identified, each of the courthouses within those counties are searched directly. Statewide Criminal History A statewide criminal history check reveals felonies and misdemeanors for a seven-year period from all counties within a particular state that submit data. Crimes committed outside of the county of residence may go undetected when a statewide criminal record search is omitted. Therefore, it's critical to investigate records outside the county of residence. Nationwide Federal Criminal History Check A federal criminal history check reveals federal crimes not found in a state criminal history check or a county criminal history check. These records are obtained by searching federal district courthouses. Results include federal conviction and pending case information, nationally or by state. National Record Indicator (NRI) The NRI product searches a proprietary database containing over 200 million records from multiple jurisdictions. Sources include state court repositories, departments of correction, county courts and other state level agencies, as well as sex and violent offender records from all 50 states. If there are any hits found in the NRI, individual counties are searched to confirm records and ensure compliance with Section 613 of the FCRA. By confirming hits against original county courthouse records, CastleBranch is able to provide the most accurate and up-to-date information available. Civil Search A civil search isolates applicants with a history of suing or being sued by their employers, a commonplace and costly occurrence in many industries. As part of the employment screening process, a civil record search reduces an employer's risk of costly lawsuits. In addition, civil records uncover liens and cases involving violations of trade secrets and non-compete agreements. Civil records are available on the federal level or on the state level by county. Credit History A credit report summarizes the financial obligations of an applicant. CastleBranch retrieves credit reports electronically from TransUnion. These searches provide a detailed credit history, including accounts, payment history, liabilities and public record information (e.g., Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 City of Denton RFP for Supply of Employment/Volunteer Criminal Background Check Services RFP 6303 - Main Document Page 14 of 43 bankruptcy, judgments, liens and collections). They also provide current and previous addresses, employers and alias names as reported by financial institutions to the credit bureau. Credit checks are vital when hiring any individuals who will or may have access to funds or sensitive financial information. Because previous employer information is included in this search, you may discover pieces of an applicant's employment history were intentionally omitted. CastleBranch offers industry-standard five, seven, nine, 10 and 12 panel urine drug tests, along with specialized panels, at more than 11,000 convenient locations to detect the use of illegal drugs and commonly abused prescription drugs. CastleBranch also offers traditional paper chain of custody forms or a paperless e-chain process. The e-chain process directs the applicant via email to go to the nearest collection facility to submit his or her urine specimen. The specimen is then shipped to a Substance Abuse and Mental Health Services Administration (SAMHSA) certified laboratory for analysis. Both negative and confirmed positive results are transmitted from the laboratory to the medical review officer immediately upon completion of laboratory analysis and certified scientist review. Negative results are typically returned within 24 hours, and all results will be made available for viewing in the Administrator Portal (AP). Department of Transportation verifications include alcohol and drug test results and employment verifications dating back three years. CastleBranch's internal verifications specialists contact the employers an applicant has listed on his or her application. Typically, the information provided by employers includes dates of employment, job title, salary, rehire eligibility and, where legally permissible, reason for termination. In some cases, employers rely on third-party vendors to confirm employment. Up to 10 attempts are made to verify a candidate's employment information. If no response is received, the item is closed and marked “unable to verify.” However, most employment information is verified within one-to-five days. CastleBranch's internal verifications specialists call the schools listed by an applicant and confirm the accuracy of an applicant's reported education and credentials, including schools attended, dates of attendance, department of study, degree status and diplomas. If the school does not use a third-party vendor, a signed release will be faxed directly to the school. If a third-party vendor is used, the applicant's information can be validated via a database search. For GED verifications, information is validated through the Department of Education for the specific state. Up to 10 attempts are made to verify a candidate's education information. If no response is received, the item is closed and marked “unable to verify.” However, most academic information is verified within one-to-five days. Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 City of Denton RFP for Supply of Employment/Volunteer Criminal Background Check Services RFP 6303 - Main Document Page 15 of 43 Professional Licensure Verifications CastleBranch's internal verification specialists search state-maintained databases or contact the appropriate entities directly to determine if an individual's professional license or certificate is legitimate and current. Professional Reference Verifications CastleBranch's internal verification specialists contact the listed references, asking a series of stock or client-defined questions. Responses become part of the applicant's completed background screening report. Up to 10 attempts are made to reach the reference. If no contact is made, the record is marked “unable to verify.” However, the typical turnaround for this verification is less than five business days. International Criminal History International searches contain offenses comparable to felonies and misdemeanors in the United States. To initiate a search, the applicant must provide his or her full name, date of birth and residential history. Some countries have additional requirements such as mother's maiden name, father's name, place of birth and national identification number when available. Our international vendor sends the request to the jurisdictional agency in the foreign country for processing. Data is pulled from various courthouse databases and records. Nationwide Sexual Offender Index A nationwide sexual offender search reveals if an individual has been convicted of a sexual offense anywhere within the United States. This search is also included in the National Record Indicator search. The search utilizes the Dru Sjodin National Sex Offender Public Registry (coordinated by the U.S. Department of Justice). Motor Vehicle Record Check A motor vehicle record check is obtained by searching state-maintained databases and can reveal patterns of irresponsible and reckless behavior. The typical scope for motor vehicle records is three years. These records are important for employees who drive during business hours and essential for employees who drive company vehicles or rent vehicles in the company's name. U.S. Patriot Act Search The U.S. Patriot Act Search is maintained by the Office of Foreign Asset Control and provides information on individuals and entities who have been sanctioned by the United States government, whose assets may be blocked and those with whom no U.S. person may have dealings. Child Abuse Report Each state Department of Family and Protective Services (DFPS) operates a Central Registry that identifies persons found to have abused or neglected children. Research Analysts conduct this search in each state in which an applicant has lived. Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 City of Denton RFP for Supply of Employment/Volunteer Criminal Background Check Services RFP 6303 - Main Document Page 16 of 43 Nationwide Healthcare Fraud & Abuse Search The nationwide healthcare fraud and abuse search draws upon information gathered by the Office of Inspector General (OIG), the General Services Administration (GSA) and other federal agencies, including: Office of Research Integrity (ORI), Office of Regulatory Affairs (ORA) and FDA Debarment Check. The information meets the federal government's guidelines for sanction screening as set forth in the OIG's Compliance Program Guidance. Additionally, this search reveals disciplinary actions taken by federal agencies as well as those taken by licensing and certification agencies in all 50 states. OIG Sanction Report The Office of Inspector General (OIG) maintains the list of Excluded Individuals/Entities (LEIE), a database providing information to the public, health care providers, patients, and others related to parties excluded from participation in the Medicare, Medicaid and all federal healthcare programs. GSA Excluded Parties List Report The General Services Administration (GSA) maintains the Excluded Parties List System (EPLS), which catalogs individuals and entities that are excluded from Federal procurement and non-procurement Programs (Lists). These parties are excluded throughout the U.S. Government (unless otherwise noted) from receiving federal contracts, or certain subcontracts, and from certain types of federal financial and non-financial assistance and benefits. GSA is required by the Federal Acquisition Regulation (FAR) to compile and maintain a list of parties debarred, suspended, proposed for debarment, or declared ineligible by agencies or by the General Accounting Office. Wants and Warrants A wants and warrants search reveals detailed information from a multitude of sources, including city, county, state, federal and international law enforcement databases. This search includes active and historical data of warrants served, cleared by court appearances or withdrawn. Probation & Parole Parole and probation records provide information on applicants who have been incarcerated or received probation as a result of a criminal conviction. Parole and probation records are maintained on a statewide level. Generally this information comes from the State Department of Corrections. This search will report crimes of a more serious nature. Fingerprinting CastleBranch offers electronic and rolled fingerprinting solutions. Rolled fingerprints can be captured at local law enforcement agencies and are used to search for records. Electronic fingerprinting through Live Scan is available at more than 700 locations in 10 states* and produces highly-accurate scan. On-site fingerprinting solutions may also be available on a case-by-case basis. Fingerprinting records are pulled from the FBI and state agencies. *CA, FL, IL, IN, MD, MI, MO, OH, SC, TX Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Military Verification Commercial Driver License Information System Consent Based Social Security Number Verification Pre-Adverse/Adverse Action Letter Fulfillment CastleBranch Response: Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 City of Denton RFP for Supply of Employment/Volunteer Criminal Background Check Services RFP 6303 - Main Document Page 18 of 43 These lawsuits will have no impact on Castle Branch, Inc.’s response to the RFP or ability to perform the requested services. 10.Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. CastleBranch has not defaulted on or failed to complete a contract under our current company name or any other company name. 11.Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). To our recollection, CastleBranch has not had a client terminate a contract for cause or breach of contract. 12.Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 “General Industry Standards” and/or 29 CFR 1926 “General Construction Standards” as they apply to your Company’s customary activities? http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_type=STANDARDS&p_toc _level=1&p_keyvalue=1926 Yes, CastleBranch is compliant with OSHA standards and has implemented an employee health and safety program. 13.Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders’ state. In order to make this determination, please provide the name, address and phone number of: a.Responding firms principle place of business: Wilmington, North Carolina b.Company’s majority owner principle place of business: Wilmington, North Carolina c.Ultimate Parent Company’s principle place of business: Wilmington, North Carolina Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 City of Denton RFP for Supply of Employment/Volunteer Criminal Background Check Services RFP 6303 - Main Document Page 19 of 43 14. Founded in 1997, CastleBranch is ranked among the top 10 employment screening companies in the United States. Staffed with 335 highly trained and dedicated employees, CastleBranch provides over 27,000 client accounts with timely, accurate results to assist with safe hiring practices. In 2016, CastleBranch processed 3.5 million criminal record searches and maintained a 99.97 percent accuracy rate. We understand that time is of the essence when it comes to making smart hiring decisions, which is why CastleBranch's average turnaround time is under 48 hours. We deliver flexible, easy-to-use and affordable products, services and solutions to clients while upholding the standards and requirements defined by the Fair Credit Reporting Act (FCRA), the National Association of Professional Background Screeners (NAPBS) and the Payment Card Industry Data Security Standards (PCIDSS). CastleBranch delivers our products through our Administrator Portal (AP), a secure, online system on which background investigation orders are placed, monitored and reviewed. Accessible 24 hours a day, seven days a week, AP is highly flexible and will be tailored to meet the unique needs of the City. AP is capable of creating custom reports, modifying search qualifiers and providing multiple accounts for tracking and invoicing purposes. Our user-friendly applications utilize state-of-the-art technology to ensure the City benefits from fast and accurate background investigation results. AP has no system design implications and requires only a working Internet connection to access the interface. AP is compatible with most web browsers, including Internet Explorer, Firefox, Google Chrome and Safari. The City can submit orders using one of the following online options: An eVite is an emailed invitation that instructs applicants how to place their own background screening orders. The eVite directs the applicant to www.CastleBranch.com, where he or she will log into our order system. The applicant is prompted to provide all relevant personal information to complete the order. Authorized users at the City can request services by visiting www.CastleBranch.com, where they can place an order on the applicant’s behalf. Users will choose from a customized list of options or select from an array of à la carte searches. Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 • • • • • Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Quality Assurance Accredited NAPBS Member Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 •Three (3) years’ experience providing similar products or services CastleBranch Response: •Accreditation with the National Association of Professional Background Screeners (NAPBS). CastleBranch Response: •Three (3) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. CastleBranch Response: •Provide single secure website to review results using encryption and authentication standards to protect the confidentiality of web transitions. CastleBranch Response: Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 Contract 6303 - Exhibit EDocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 City of Denton RFP for Supply of Employment/Volunteer Criminal Background Check Services RFP 6303 - Main Document Page 24 of 44 ATTACHMENT A (continued) – WORK PLAN 16.Provide a detailed work plan for accomplishing the work and services to be provided to the City. The work plan must describe: A.State firm’s methodology, including a detailed project plan and time frames from the award date to implementation, including conversion, if required. CastleBranch Response: Upon being selected as your vendor of choice, CastleBranch will begin on-boarding procedures. CastleBranch will communicate project details, monitor project scope, inform stakeholders of their roles and responsibilities and address any project risks prior to moving forward during the on-boarding and implementation processes. Our strategy is designed to ensure a successful transition and that it is achieved, on average, between five-to-ten business days. The on-boarding process involves: Process Analysis Key factors that contribute to a successful implementation include understanding a client’s current system and process, which allows CastleBranch to determine which areas are available for improvement. For this reason, CastleBranch approaches each new implementation by conducting a Process / Needs Analysis (PNA). During the PNA, the on-boarding specialist will: Schedule a kick-off meeting to define project objectives and identify challenges Collect and distribute the appropriate documentation to formalize a service agreement Capture functional requirements for any required integration Define points of contact Define system users and permissions based on limited or full access Provide tasks and timelines for remainder of the implementation process Engagement Within a mutually agreed upon time frame for on-boarding, our On-boarding team will set an engagement rhythm to reach out to each stakeholder for preparation meetings, webinars, training, analysis of first order, setup and invoices as well as a data-driven check-ins at 30, 60 and 90 days. Client Training CastleBranch’s On-boarding Specialists and a Contract Managers will schedule and conduct staff training. This is a value-added service provided to our top-tier clients at no additional charge. Our team will conduct as many training sessions as needed to ensure your staff fully understands how to navigate and use our system. The On-boarding Specialists and Contract Managers offer multiple training resources to new clients during and following the implementation period. Webinars are available for Contract 6303 - Exhibit E XXXXXXXX DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Go-Live Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Manages all of the City’s information in one central location. It includes: The CRM shares complete customer information in a workgroup environment. Dispute Handling Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 City of Denton RFP for Supply of Employment/Volunteer Criminal Background Check Services RFP 6303 - Main Document Page 32 of 44 Although actual errors in our background checks are rare, they do occasionally occur. CastleBranch strictly adheres to all FCRA requirements pertaining to an individual's dispute regarding an alleged inaccuracy or incompleteness in a consumer report, the investigation of any disputed information, the correction of any error, and notification of dispute initiation and resolution to the individual and our client. In addition to complying with FCRA requirements, CastleBranch engages in other best practices to ensure the dispute process is easy to initiate, efficient and expedient for consumers and our clients. The dispute process, handled free of charge, is described below: A consumer or reseller contacts CastleBranch to initiate a dispute Once initiated, any additional communication takes place only at the applicant level A customer consultant notifies the client that an applicant has initiated a dispute During this time, a client cannot make a hiring decision as the investigation is in progress A compliance expert will review the dispute information and the final report to determine if it is a legitimate dispute A compliance expert will then take the following steps to resolve the dispute including, but not limited to: o Contact the original researcher to verify the information provided in the order o Contact the court clerk to confirm case identifiers o Order case files and fingerprint cards when necessary o Confirm case files are up-to-date and that identification is confirmed based on date of birth, social security and residential history made available during the order process Details of the dispute are captured in the internal customer relationship management (CRM) application Results from the dispute are presented o If the dispute is valid based on inaccuracies from a vendor or courthouse, the records are updated; the client is notified that the dispute is resolved While CastleBranch is permitted 30 days under the FCRA to respond to consumer disputes, we resolves most within an average of 6.7 days. The City will be responsible for entering applicant orders and their personal information into CastleBranch’s ordering system. The City can opt to have authorized City users enter this information, or request the applicants enter their own information using our eVite ordering option. The City will also be responsible for initiating and/or following pre-adverse/adverse action letter procedures if you choose not to hire an applicant based on his or her background check results. Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 CastleBranch Response: Workflow Step 1: Order Review Step 2: Verify Applicant Data Step 3: Research for Criminal Hits Step 4: Quality Assurance Step 5: Report Results Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Ensuring Legal Compliance In-house Counsel Compliance Expert Quality Assurance Staying Up-to-date Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 City of Denton RFP for Supply of Employment/Volunteer Criminal Background Check Services RFP 6303 - Main Document Page 38 of 44 with ISO 27001, ISO 9001, PCI, SOC, DOD CSM, FedRAMP, EU Data Protection and Data Privacy. In addition to the security measures taken by AWS, CastleBranch's fully web-based systems are protected by cutting edge security software. As a member of AmbironTrustWave's TrustKeeper Remote Compliance Program, CastleBranch's systems are scanned monthly for any security vulnerabilities. Any reported security issues are immediately remedied by IT department staff and all systems are re-scanned. CastleBranch also has firewall protected web servers on a perimeter network (DMZ). All information coming into, sent out of or stored on CastleBranch systems is encrypted using TLS 1.2 (Transportation Layer Security), a secure form of http communication. CastleBranch uses Thawte SSL Certificates that offer industry-leading 256-bit encryption for supported browsers. Industry standard firewalls are in place to further ensure unauthorized users cannot access protected information. All users of systems follow ISO 27001 Authentication Standards. Access to systems follows the principal of least privilege. To prevent unauthorized use, unique usernames and alphanumeric passwords are required to access all internal and client-facing systems. A security symbol (a padlock or key) displays in the browser window indicating the information is secure. Session sign out for inactivity and account lock out features are also enforced to ensure authorized user access. Role-based access is enforced to ensure permissible purpose and protect confidential information. Personal credit data is not stored on our web server. Exterior doors at CastleBranch are equipped with card-scanning, numerical and keyed locks, barring access to the building by anyone without proper authorization. An alarm system provides an additional layer of security. Only select members of upper management possess the alarm system's deactivation code. Access to CastleBranch work areas within the building are restricted by doors equipped with locks requiring either multi-digit numerical codes or electronically-scanned security cards. Numerical codes are changed at least monthly and as needed. Furthermore, security cameras linked to a CCTV system are positioned at all exterior entrances and in sensitive internal areas (e.g., the network server rooms). All CastleBranch employees undergo extensive background checks at the time of hire, receive training in Fair Credit Reporting Act (FCRA), federal and state regulations and sign a legally binding agreement stating they will use research tools only in compliance with all applicable laws. To further ensure security, only those individuals whose job duties require access to personally identifiable information (PII) can view this data. Access to networks containing PII is username/password protected, and all employee network activities are monitored and logged. Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 City of Denton RFP for Supply of Employment/Volunteer Criminal Background Check Services RFP 6303 -Main Document Page 39 of 44 Additionally, CastleBranch employs an IT staff well versed in information and infrastructure security. Staff certifications include ISC2 – CISSP, CCSA, CCNA, CCDA, MCSE, and ITIL v3 Foundations. CastleBranch follows all applicable federal and state laws governing the privacy of information. In an effort to help minimize risk, personally identifiable information (PII) is removed from reports whenever possible. CastleBranch takes the protection of data collected during the background screening process extremely seriously and takes every reasonable effort to protect the data. CastleBranch abides by the requirements set forth by the FCRA and NAPBS. Specifically, we take the following steps to ensure the confidentiality of PII: All of our employees complete in-depth training programs on federal guidelinesregarding PII and how to handle PII while completing their work functions Access to areas of our systems containing PII is granted on an as-needed basis and is monitored for compliance Employees are prohibited from discussing, sharing and disseminating any PIIoutside performance of normal business functions Upon termination of employment, login credentials are immediately revoked, preventing external, unauthorized access PII is only saved on encrypted, safe locations on an internal server Hard copy paperwork containing PII must be contained in locked storage boxes within our secure headquarters or placed in one of several locked “Shred-it”boxes PII is removed from reports whenever possible CastleBranch is an accredited member of the National Association of Professional Background Screeners (NAPBS), a coveted credential achieved by less than 10 percent of all background screening companies in the country. CastleBranch is one of only 81 organizations to maintain this accreditation. NAPBS exists to promote ethical business practices, compliance with the Fair Credit Reporting Act (FCRA) and awareness of issues related to consumer protection and privacy rights within the background screening industry. This accreditation recognizes CastleBranch's commitment to maintaining the highest professional standards. H.Provide a sample detailed monthly billing report of invoices in an Excel spreadsheet which includes, but is not limited to: • List full name of new hire/volunteer and type of checks performed. • Name of each county with any additional costs, if applicable. Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton - RFP #6303 E Contract 6303 - Exhibit E DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton RFP for Supply ofEmploymentNolunteer Criminal Background Check Services ATTACHMENT B-SUBMISSION EXCEPTIONS/CLARIFICATIONS Any exceptions or clarifications taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions or clarifications, please sign where indicated at the bottom of the page. Item # Description The above exceptions and clarifications (and any additional pages identified) are the ONLY exceptions/clarifications to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. \� __ Castle Branch, Inc. __ Company 02/15/2017 Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. Signature Company Date City of Denton -RFP #6303 31 Contract 6303 - Exhibit E XXXXXXXXX DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton RFP for Supply of Employment/Volunteer Criminal Background Check Services ATTACHMENT E-CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendo,· or other person doing business with local eovernmental 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 (l-a) with a local governmental entity and the vendor meets requirements under Section l 76.006(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 l 76.006(a-I), 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. w Name of vendor who has a business relationship with local governmental entity. D Check this box if yon arc 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 vou became aware that the originally filed questionnaire was incomplete or inaccurate.) W 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. ls the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? D Yes DNo B.ls 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? D Yes 0No 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 anofficer or director, or holds an ownership of one percent or more? D Yes DNo D. Describe each employment or business and family relationship with the local government officer named in this section. [Kl I have no Conflict of Interest to disclose. 02/15/2017 Signature of vendor dJ0g btlpiness with the governmental entity Date City of Denton -RFP #6303 33 Contract 6303 - Exhibit E XXXXXXXX DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 City of Denton RFP for Supply ofEmploymentNolunteer Criminal Background Check Services ATTACHMENT F-ACKNOWLEDGEMENT The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et seq. The undersigned affoms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. The undersigned agrees that the solicitation package posted on the website arc the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: http://www.cilyofdenton.com/index.aspx?page=397 to ensure they have downloaded and signed all addendum(s) required for submission with their response. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum No 1 Dated 02/07/2017 Addendum No 2 Dated _________ _ Addendum No 3 Dated _________ _ NAME AND ADDRESS OF COMPANY: Castle Branch, Inc. 1844 Sir Tyler Drive Wilmington, NC 28405 Tel. No. (888) 723-4263 Email. rfp@castlebranch.com City of Denton -RFP #6303 Received 02/07/2017 Received _______ _ Received _______ _ AUTHORIZED REPRESENTATIVE: Signature \� Date 02/15/2017 Name Lauren Henderson Title Chief Financial Officer Fax No. (910) 772-1528 34 Contract 6303 - Exhibit E XXXXXXXX DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 Exhibit F Contract 6303 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 Exhibit F Contract 6303 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 Exhibit F Contract 6303 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 Revised 6/11 Request for City Manager Approval of Purchase DATE: 04/11/2017 Questions concerning this acquisition may be directed to DEPARTMENT: Human Resources John Whitmore (940) 349-7747. ACM: Bryan Langley SUBJECT Approve the purchase of criminal background check services from Castle Branch, Inc., in the 3 year, not-to-exceed amount of $75,000 (RFP 6303) BID/FILE INFORMATION Post offer criminal background checks are one of several checks listed in Human Resource Employment Process Policy 102.01. The scope of services includes Social Security Number verification, complete address history, criminal history for state and federal crimes, National Sex Offender Registry, county level criminal search, terrorist database, and state motor vehicle report. Criminal background checks, except for motor vehicle reports, are also performed on volunteers serving for other than one day events. Requests for Proposals were sent to over 20 background check providers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Three (3) proposals meeting full specifications were received from suppliers meeting State of Texas legal requirements. The qualified proposals were evaluated based upon published criteria including price. Castle Branch, Inc. was ranked the highest and determined to be the best value for the City of Denton. PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS) None RECOMMENDATION Human Resources recommends award contract to Castle Branch, Inc. for the annual estimated amount up to $25,000 for a three (3) year not-to-exceed amount of $75,000. BASIS FOR SELECTION Respondent selected is the best value that met all specifications and legal compliance outlined in the RFP. PRINCIPAL PLACE OF BUSINESS Castle Branch, Inc. Wilmington, NC DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 Karen E. Smith Interim Purchasing Manager 4/10/2017 Attachment 1 RFP 6303 Evaluation Sheet for Background Checks Services Proposal Pricing (includes all costs to the City): ITEM Est. Annual Qty UOM Type of Service Requested Proposed hours if can not meet required schedule:Cost of Service Total Estimated Cost Proposed hours if can not meet required schedule: Cost of Service Total Estimated Cost Proposed hours if can not meet required schedule: Cost of Service Total Estimated Cost 1 800 EA State of Texas and Federal criminal history background check to include: SSN Verification, compete address history, criminal history, national sex offender registry, county level searches (be specific on number of counties included), and the terrorist database..26.55$ $21,240.00 72 hours $27.75 $22,200.00 38.50$ $30,800.00 2 500 EA Motor Vehicle including Texas motor vehicle report and/or other requested states.1.70$ $850.00 Instant $3.00 $1,500.00 4.00$ $2,000.00 1 EA Implementation Optional Items Below: 3 25 EA Employment verification 1-5 Days 4.80$ $120.00 72 hours $9.50 $237.50 9.00$ $225.00 4 12 EA Educational background verification 1-5 Days 4.80$ $57.60 72 hours $9.50 $114.00 7.00$ $84.00 5 12 EA Other pre-employment/post-offer services (a la carte). Provide a listing of each individual background check, credit reports, validations, verifications, and other services (not including drug testing) your company provides and their cost. See "a la carte pricing" sheet for details. see Exhibit 8 see Exhibit 8 Total Estimated Annual Cost $22,267.60 $24,051.50 $33,109.00 NAPBS Accredited Y Y Y TXDPS Investigation Company Licensed Y Y Y 10 Delivery 10.0 10.0 10.0 20 Compliance with Specifications 20.0 20.0 20.0 10 Probable Performance 10.0 10.0 10.0 60 Pricing, Total Cost of Ownership 60.0 55.5 40.4 100 Total Evaluated Score 100.0 95.5 80.4 Wilmington, NC Chapin, South Carolina Houston, TX CastleBranch General Information Services PreCheck, Inc. DocuSign Envelope ID: 216844D7-D2F0-418E-B14F-8E2ECF7FBFD4 Certificate Of Completion Envelope Id: 216844D7D2F0418EB14F8E2ECF7FBFD4 Status: Completed Subject: ****City Manager Approval ******Docusign Item 6303 Source Envelope: Document Pages: 73 Signatures: 6 Envelope Originator: Supplemental Document Pages: 0 Initials: 0 Karen E. Smith Certificate Pages: 6 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Payments: 0 karen.smith@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 4/10/2017 3:29:52 PM Holder: Karen E. Smith karen.smith@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Karen E. Smith karen.smith@cityofdenton.com Interim Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 4/10/2017 3:36:55 PM Viewed: 4/10/2017 3:37:17 PM Signed: 4/10/2017 3:39:14 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Lauren Henderson lareyno@castlebranch.com CFL Castle Branch, Inc. Security Level: Email, Account Authentication (Optional) Using IP Address: 24.106.216.17 Sent: 4/10/2017 3:39:22 PM Viewed: 4/10/2017 4:42:07 PM Signed: 4/10/2017 4:42:39 PM Electronic Record and Signature Disclosure: Accepted: 4/10/2017 4:42:07 PM ID: e53afafc-ec9a-4c0f-8558-3edeeddca96d 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: 4/10/2017 4:42:46 PM Viewed: 4/10/2017 4:59:27 PM Signed: 4/10/2017 4:59:57 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 47.190.47.120 Sent: 4/10/2017 5:00:05 PM Viewed: 4/10/2017 5:13:37 PM Signed: 4/10/2017 5:14:54 PM Electronic Record and Signature Disclosure: Accepted: 2/8/2017 6:52:51 PM ID: 8154723a-9757-4d53-a4b5-794656233671 Signer Events Signature Timestamp 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: 4/10/2017 5:15:01 PM Viewed: 4/11/2017 7:55:37 AM Signed: 4/11/2017 7:56:07 AM 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 Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 4/10/2017 4:42:46 PM Viewed: 4/11/2017 8:42:18 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 4/10/2017 5:00:04 PM Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Sent: 4/11/2017 7:56:14 AM Viewed: 4/11/2017 8:16:38 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Sent: 4/11/2017 7:56:14 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Carbon Copy Events Status Timestamp Julia Winkley julia.Winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 4/11/2017 7:56:14 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: John Whitmore john.whitmore@cityofdenton.com Organizational Development Mgr City of Denton Security Level: Email, Account Authentication (Optional) Sent: 4/11/2017 7:56:14 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/11/2017 7:56:14 AM Certified Delivered Security Checked 4/11/2017 7:56:14 AM Signing Complete Security Checked 4/11/2017 7:56:14 AM Completed Security Checked 4/11/2017 7:56:14 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: 4/20/2015 9:25:38 AM Parties agreed to: Lauren Henderson, Todd Hileman, Robin Fox