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HomeMy WebLinkAbout24-1614ORDINANCE NO. 24- 1614 AN ORDINANCE APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY AND ECONOMIC GROWTH OF THE CITY OF DENTON, BETWEEN THE CITY OF DENTON AND SOUTHWIRE COMPANY, LLC REGARDING THE EXPANSION OF OPERATIONS AND INCREASE IN THE NUMBER OF JOBS IN THE CITY OF DENTON; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Southwire Company, LLC, a Georgia limited liability company authorized to do business in Texas (“Southwire”) has made a request, on or about September 21, 2023, of the City of Denton (“City”) for an economic development incentive under Chapter 380 of the Texas Local Government for an expansion and job-based grant to expand their business and increase the number of jobs in the city to stimulate economic development and growth (“Grant Application”); and WHEREAS, the Grant Application was subsequently recommended by the Economic Development Partnership Board as compliant with the City of Denton’s Chapter 380 Policy (Resolution No. 24-822, as adopted, on May 7, 2024) and the City Council hereby also finds compliance therewith; and WHEREAS, City and Southwire have negotiated a Chapter 380 Economic Development Agreement to reflect the terms of the incentive, a copy of which is attached hereto and made a part hereof by reference (the ''Agreement”); and WHEREAS, the City Council of the City of Denton hereby finds that the contemplated use for the proposed purposes and considerations provided for in the Agreement, and the other terms and conditions of the Agreement, will promote economic development, increase employment, and stimulate business and commercial activity within the City of Denton for the benefit of the public and therefore meets the requirements under Chapter 380 of the Texas Local Government Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are found to be true and are incorporated into the body of this Ordinance. SECTION 2. The City Manager, or their designee, is hereby authorized to execute the Agreement attached hereto on behalf of the City of Denton and to carry out the City’s responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. Page 1 The motion to approve this Ordinance was made by k J„+ CL4>c McGee and seconded by B, T+_. Sec a , the Ordinance was passed and apm d bythe following vote U-A : Aye / 7 / ./ ,/ \/ / Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2 : Paul Meltzer. District 3 : Joe Holland. District 4: Brandon Chase McGee, At Large Place 5 : Jill Jester, At Large Place 6: PASSED AND APPROVED this the Ilt- d,y ,f S,p+cow , 2024 GERARD HUDSPETH, MAYOR ATTEST: LAUREN THODEN, CITY SECRETARY APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Scott Bray, Deputy City Attorney Page 2 THE STATE OF TEXAS § COUNTY OF DENTON § ECONOMIC DEVELOPMENT AGREEMENT WITH SOUTHWIRE COMPANY, LLC of the Effective Date as defined herein by Southwire Company, LLC a Georgia limited liability company authorized to do business in Texas, located at One Southwire Drive, Carrolton, GA 30119, and the City of Denton -rule municipal corporation, located at 215 E. McKinney St., Denton, Texas, for the purposes and considerations stated below. WHEREAS, this Agreement is authorized pursuant to Article III, Section 52-a of the Texas economic development and to stimulate business and commercial activity in the City of Denton; and WHEREAS, Grantee intends to expand their business and increase the number of jobs in the City of Denton; and WHEREAS, on or about September 21, 2023, Grantee submitted an application to the City in Exhibit B attached hereto and incorporated herein for all purposes); and WHEREAS, the Grant Application was reviewed by the Economic Development Chapter 380 Policy on June 12, 2024, and the EDP Board found the Grant Application meets the qualifications for financial incentives and recommended approval of the proposed incentives unanimously; and , authorized, by ordinance, an incentive in the form of a grant to the Grantee to expand the business and retain jobs in the City of Denton and found that the contemplated use of funds to be provided will promote economic development, increase employment, and stimulate business and commercial activity within the City of Denton for the benefit of the public and therefore meets the requirements under Chapter 380 of the Texas Local Government Code; and WHEREAS, the City Council determined that a grant of funds in accordance with the terms of this Agreement will accomplish the public purpose of stimulating economic development and that all transactions involving the use of public funds and resources in the establishment and administration of this Agreement contain controls likely to ensure that the public purpose is accomplished; and NOW, THEREFORE, the City and Grantee, for and in consideration of the promises contained herein do hereby contract, covenant, and agree as follows: Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 2 I. DEFINITIONS Year Value, as appraised by Denton Central Appraisal District (DCAD). 3 calendar year. Value" means the 2024 certified valuation on January 1, 2024 facility located at 2727 Geesling Road and 4001 U.S. Highway 380, Denton, Texas. of means a Certificate issued by the City Building Official for the use of a building, structure or land, when it is determined by the Building Official that the building, structure or proposed land use complies with the provisions of all applicable Codes of the City of Denton pursuant to the Denton Development Code Subchapter 23-5. has the meaning set forth in paragraph IIIA1 of his Agreement. means the real property improvements erected or affixed to the Premises by the Grantee following the Base Year, including the approximately 100,000 square foot expansion of the current manufacturing facility on the Premises detailed in Exhibit B, attached hereto and incorporated by reference, and tangible personal property located on or at the Premises excluding inventory, vehicles, and supplies, which is not eligible property. means the property located at 4001 U.S. Highway 380 and 2727 Geesling Road in Denton, Texas, more particularly described on Exhibit C. Resident job in the City of Denton held by a permanent, full-time employee (not independent contractor) of the Grantee residing inside the corporate limits of the City of Denton on or before the effective date of this Agreement and during the term of this Agreement. II. GRANT CONDITIONS Grantee shall satisfy the following conditions to receive the grant payments from the City provided in Article IV and V, and to avoid termination of this Agreement pursuant to Article VI: A. r this Grantee hereby agrees to perform and comply with the terms, conditions, and provisions of this Agreement and in all other instruments and agreements, if any, between Grantee and the City with respect to the financial or other incentives provided herein. Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 3 B. Grantee is duly authorized and existing under U.S. law and is in good standing under such laws and is registered to do business in the State of Texas. C. In the event of any conflict between the City of Denton Code of Ordinances or federal, state, or other local regulations and this Agreement, such ordinances and/or regulations shall control. D. In accordance with Chapter 2264 of the Texas Government Code, Grantee covenants and certifies that Grantee shall not knowingly employ any person who is not lawfully admitted for permanent residence to the United States or who is not authorized under law to be Agreement, Grantee shall notify the City of any complaint brought against Grantee alleging that Grantee has knowingly employed Undocumented Workers. In accordance with section 2264.052 of the Texas Government Code, if Grantee is convicted of a violation of 8 U.S.C. section 1324a(f) for employing an Undocumented Worker, all grant payments shall be terminated, and Grantee shall repay the amount of all grants with interest of ten percent (10%) per annum from the date the grant payment(s) was made. Repayment shall be paid within 120 days after the date Grantee receives notice of such conviction from the City. E. For the term of the Grant, Grantee must maintain its place of business within the corporate limits of the City of Denton. For the avoidance of doubt, nothing herein precludes Grantee from maintaining satellite offices in any location, provided the place of business remains within the corporate limits of the City of Denton. F. Grantee shall retain a minimum of either ninety-two ( G. Grantee shall not fail to render for taxation any property located within the City of Denton, nor shall it allow the ad valorem taxes owed to the City on any property owned by the Grantee and located within the City of Denton to become delinquent beyond the last day they can be paid without assessment of penalty, as such date is generally extended to allow for any appeal. H. Grantee shall not allow any other municipal fees, levies, assessments, bills, or fines to become delinquent. I. Grantee shall not discriminate in employment and contracting based on race, sex, sexual orientation, gender identity, age, disability, creed, color, genetics, or national origin, and shall not violate any applicable anti- J. Grantee agrees to use good faith efforts to purchase and select goods, services, and contractors from businesses located in the City of Denton whenever such goods, services, and contractors are comparable in availability, quality, and price. In the selection of contractors, suppliers, or other persons proposed for work on this Agreement, Grantee agrees to use its good Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 4 faith efforts to select and employ historically underutilized businesses for work on this Agreement, whenever such vendors are comparable in availability, quality and price; however, Grantee is not required to use such vendors. Grantee is not required to but may submit information related to any good faith efforts as it relates to the local procurement of goods and services or the use of historically underutilized businesses with its annual Certificate of Compliance. III. TERMS OF GRANT A. As consideration for the promised retention of jobs for the residents of the City of Denton, increased capital investment within the City of Denton, and subject to the Grantee meeting all of the terms and conditions of this Agreement, the City : 1. A grant equal to 50% of the increase in City ad valorem taxes above the Base Year attributable to the Improvements and tangible personal property on the Premises (excluding inventory, vehicles and supplies, and increases to land value) as determined by the Denton Central Appraisal District (DCAD), paid annually for a period of ten years, commencing the first year following receipt by Grantee of the new Certificate of Occupancy based on the Improvements completed after the Base Year. B. A condition of the Grant is that, by December 31, 2027, Grantee shall have made the Improvements on the Premises which result in a combined assessed valuation of the improvements and tangible personal property (excluding inventory, vehicles, and supplies) on the Premises of at least $52,000,000, as determined by DCAD. The City may, in its sole discretion, grant an extension of up to 180 days for the making of the Improvements. C. Grantee is ineligible to receive any Grant payment for any year during which Grantee fails to maintain the required number of Resident Jobs. D. Payment of any portion of the Grant is subject to annual appropriation by the City Council in the annual budget, a general obligation of the City or indebtedness under the constitution or laws of the State of Texas. E. If the assessed value for the Premises for any year during the Term of this Agreement, as determined by the DCAD, is less than $52,000,000, the City will not make any payment for any portion of the Grant for that year. IV. PAYMENTS OF GRANTS A. Subject to the terms and conditions of this Agreement, the City hereby agrees to pay the Grantee, on an annual basis, after the first assessment of ad valorem taxes on the Premises following receipt by Grantee of a Certificate of Occupancy for the property, an amount equal to 50% of the difference between: (a) the then-current City ad valorem taxes payable for the Premises Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 5 and the Improvements and (b) the Base Year Valuation City ad valorem taxes for the Premises and Improvements. B. The payments shall be made annually for a period not to exceed ten (10) years during the term of this Agreement, with the first payment being due and payable on or before 90 days after the City is in receipt of all City ad valorem taxes due and payable for the Property and Improvements as of January 1st of the year following the calendar year in which a certificate of occupancy is issued by the City for the Property and the business personal property category breakdown is provided by DCAD. C. Payments shall be issued to Southwire Company, LLC unless an approved assignment occurs under Article XVII herein, and in which case payment shall be directed to the entity assigned rights under this Agreement. V AUDITS AND MONITORING Grantee shall deliver to the City before March 31st of each year a Certificate of Compliance utilizing the form attached as Exhibit A, beginning on the year following issuance of the Certificate of Occupancy and each year thereafter during the term of this Agreement. Said Certificate of Compliance shall reflect all relevant information from the previous calendar year. In the Certificate of Compliance, Grantee shall warrant to the City that it is in full compliance with its obligations under this Agreement for the preceding year. During the term of this Agreement, the City reserves the right to conduct audits of the employment records of the Grantee related to this Agreement if, in the sole opinion of the City, such action is determined to be necessary. Grantee agrees upon reasonable advance request to furnish the City with additional records and information reasonably requested to support that the terms and conditions of this Agreement have been satisfied. Failure to provide such assistance shall be grounds for default, and City may withhold a Grant rebate payment until such assistance is provided. During the term of this Agreement, the City will keep, or cause to be kept, copies of the Certificates of Compliance and all documentation or employment records provided by the Grantee, payments made to Grantee, and any other calculations, allocations, and payments required by this Agreement. VI. DEFAULT AND TERMINATION If a party fails to perform any of its obligations under this Agreement and such failure is not cured within thirty (30) days after written notice, the failure of the non-performing party to cure within such thirty (30) day period (or to commence and continue diligently to cure such default if the nature of the failure cannot reasonably be cured within 30 days in the exercise of all due diligence) shall constitute a default under this Agreement. A default by either party shall entitle the non-defaulting party to all remedies available at law or in equity, including but not limited to, termination of this Agreement, injunctive relief, specific performance, and suspending or withholding rebate Grant payments. Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 6 VII. INDEMNITY IT IS UNDERSTOOD AND AGREED THAT GRANTEE IN PERFORMING ITS OBLIGATIONS HEREUNDER IS ACTING INDEPENDENTLY AND THE CITY ASSUMES NO RESPONSIBILITIES OR LIABILITIES IN CONNECTION THEREWITH TO THIRD PARTIES AND GRANTEE AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY FROM AND AGAINST ANY AND ALL DIRECT AND INDIRECT DAMAGES INCURRED BY THE CITY RESULTING FROM CLAIMS, SUITS, AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER BROUGHT BY ANY THIRD PARTY ARIS NEGLIGENCE IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. VIII. REPRESENTATIONS AND WARRANTIES BY THE CITY The City represents and warrants that: A. The City is a home rule Texas municipal corporation that has the power to enter into and has taken all actions to date required to authorize this Agreement and to carry out its obligations hereunder; and B. The City knows of no litigation, proceedings, initiative, referendum, investigation, or threat of any of the same contesting the powers of the City or its officials with respect to this Agreement that has not been disclosed in writing to Grantee; and C. The City knows of no law, order, rule, or regulation applicable to the City or to the delivery of this Agreement; and D. This Agreement constitutes a valid and binding obligation of the City, enforceable according to its terms, except to the extent limited by governmental immunity and bankruptcy, ble principles, whether considered at law or in equity; E. The funds granted by the City are derived from sources lawfully available to the City and are not proceeds of bonds or other obligations of the City payable from ad valorem taxes. IX. REPRESENTATIONS AND WARRANTIES BY GRANTEE Grantee represents and warrants that: A. Grantee is a limited liability company duly registered and validly existing under the laws of the State of Georgia and is, or prior to the Effective Date of this Agreement will be, Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 7 qualified to do business in the State of Texas and has the legal capacity and the authority to enter into and perform its obligations under this Agreement; and B. The execution and delivery of this Agreement and the performance and observance of its terms, conditions and obligations have been duly and validly authorized by all necessary action on its part to enter into this Agreement; and C. Grantee knows of no litigation proceeding, initiative, referendum, or investigation or threat of any the same contesting the powers of the City, Grantee or any of its principals or officials with respect to this Agreement that has not been disclosed in writing to the City; and D. Grantee has the necessary legal ability to perform its obligations under this Agreement and has the necessary financial ability, through borrowing or otherwise, to construct improvements on the portions of the property that Grantee may acquire or improve in accordance with this Agreement. This Agreement constitutes a valid and binding obligation of Grantee, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. X. RIGHTS OF LENDERS AND INTERESTED PARTIES The City is aware that financing for Grantee may be provided, in whole or in part, from time to time, by one or more third parties, including, without limitation, lenders, major tenants, equity partners and purchasers or developers Agreement, all notices to which Grantee is entitled under XVIII of this Agreement shall be provided to the Interested Parties at the same time they are provided to Grantee (provided the Interested Parties have previously been identified to the City and provided their notice addresses to the City). If any Interested Party is permitted under the terms of its agreement with Grantee to cure the event of default and/or to assume Grantee's position with respect to this Agreement, the City agrees to recognize such rights of the Interested Party and to otherwise permit the Interested Party to cure the event of default and to assume all of the rights and obligations of Grantee under this Agreement. The City shall, at any time upon reasonable request by Grantee, provide to any Interested Party an estoppel certificate or other document evidencing that this Agreement is in full force and effect and that no event of default by Grantee exists hereunder (or, if appropriate, specifying the nature and duration of any existing event of default). Upon request by any Interested Party, the City will enter into a separate assumption or similar agreement with such Interested Party, consistent with the provisions of Article. XI. COMPLIANCE This Agreement shall be conditioned upon and subject to compliance with applicable federal, state, and City laws, ordinances, rules, and regulations. Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 8 XII. NO VESTED RIGHTS The Grantee shall be subject to all applicable ordinances of the City, whether now existing or in the future arising. This Agreement shall confer no vested rights, as defined and referenced in Chapter 245 of the Texas Local Government Code, as amended, on the Grantee or property where Grantee conducts business. Grantee agrees and acknowledges that this Agreement is not required by the City to complete the project described in the Grant Application. XIII. ENTIRE AGREEMENT; CHANGES AND AMENDMENTS This Agreement constitutes the entire agreement of the Parties with regard to the subject matter hereof. Except as specifically provided otherwise in this Agreement, any alterations or deletions to the terms of this Agreement shall be by written amendment executed by both Parties to this Agreement. XIV. SUCCESSORS AND ASSIGNS This Agreement shall be binding on and inure to the benefit of the Parties, their respective successors, and assigns. Grantee may assign all or part of its rights and/or obligations in or to or under this Agreement upon written notice to the City of such assignment. The City may execute amendment to the Agreement shall not be unreasonably withheld or delayed. If an assignee agrees in writing to be bound by the terms and conditions of this Agreement and executes an amendment to this Agreement stating the same, the assignor shall be released as to the obligations assigned but not as to any obligations or liabiltities of the assignor to the City that arose prior to the assignment. XV. NOTICE Any notice and/or statement required or permitted to be delivered shall be deemed delivered five business days after being deposited in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses, or at such other addresses provided by the Parties in writing. Any such notice and/or statement shall also be deemed delivered when delivered by a nationally recognized delivery company (e.g., FedEx or UPS) with evidence of delivery signed by anyone at the delivery address. If to Grantee: SOUTHWIRE COMPANY, LLC Attn: Tax Department c/o Alex Anthony 1 Southwire Drive Carrollton, GA 30119 Phone: (864) 535-4961 Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 9 If to the City: With a copy to: City of Denton City of Denton Attn: City Manager Attn: City Attorney 215 E. McKinney 215 E. McKinney Denton, Texas 76201 Denton, Texas 76201 Phone: (940) 349-8307 Phone: (940) 349-8333 Fax: (940) 349-8596 Fax: (940) 382-7923 XV. APPLICABLE LAW This Agreement shall be governed by and construed in accordance with the laws and court District Court of Denton County, Texas. This Agreement is performable in Denton County, Texas. XVI. BENEFIT OF AGREEMENT This Agreement is executed solely for the benefit of the Parties and their successors and assigns, and nothing in this Agreement is intended to create any rights in favor of or for the benefit of any third party. XVII. LEGAL CONSTRUCTION/PARTIAL INVALIDITY OF AGREEMENT In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and it is the intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal, invalid or unenforceable, upon written, mutual agreement of both parties and approval of the City Council, a provision be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. XVIII. TERM This Agreement shall be effective as of the Effective Date. This Agreement will terminate on the earlier to occur of December 31, 2036 or the date of termination for default in accordance with Article VIII. After termination of this Agreement, the City shall not be liable to make any further payments to Grantee. EXECUTED and effective as of the ______ day of _____________, 2024 action of the City Council, and by Grantee, acting through its duly authorized officials. Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 10 CITY OF DENTON, TEXAS By: SARA HENSLEY, CITY MANAGER ATTEST: LAUREN THODEN, CITY SECRETARY APPROVED AS TO LEGAL FORM: By: MACK REINWAND , CITY ATTORNEY SOUTHWIRE COMPANY, LLC By: Its: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. ____________________ _______________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT Brittany Sotelo Economic Development Director Economic Development Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 11 CITY OF DENTON INCENTIVE ANNUAL CERTIFICATE OF COMPLIANCE Southwire Company, LLC A. Job Retention Information Start of Coverage Period (date) 1. January 1, 20__ End of Coverage Period (date) 2. December 31, 20__ Total number of Resident Jobs at Start of Coverage Period 3. Total number of Resident Jobs at End of Coverage Period 4. 1 Eligible Job is a permanent, full-time employee (not independent contractor) of the Grantee working in the City of Denton. B. Payment 1. The Chapter 380 Agreement provides annual payments for 10 years based on conditions being met. For years one through ten, the Agreement provides for annual rebates equal to 50 percent of the increase above the base year of the City' s ad valorem taxes received for the previous year, excluding the value of land, inventory or vehicles. 2. The City property taxes paid for January 1, 20_ valuation are: 2727 Geesling Road Real Property: __________________________________ Business Personal Property: _______________________ 4001 U.S Highway 380 Real Property: __________________________________ Business Personal Property: _______________________ B. Required Attachments Grantee to submit annual employment roster to include titles of positions, Resident Job, and date of initial hire. I hereby certify that, to the best of my knowledge and belief, the information provided herein is accurate and in compliance with the terms of the Economic Development Agreement with the City of Denton, Texas. I have provided a copy of all documentation needed to substantiate the job retention threshold requirement for which I am requesting a rebate payment. _____________________________________________________________________________ Printed Name and Title of Certifying Officer ______________________________________ ___________________ Signature of Certifying Officer Date EXHIBIT A Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 12 Note: This form is due by March 31 of each year after the commencement date, and as long as this Agreement is in effect. Attach employee roster as required by Economic Development Agreement. This Certificate of Compliance should be mailed to: City of Denton Attn: Economic Development 401 N. Elm St. Denton, TX 76201 Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 Docusign Envelope ID: F7CDF8E9-9456-4E54-B6AA-5E31013A07B0 Certificate Of Completion Envelope Id: F7CDF8E994564E54B6AA5E31013A07B0 Status: Completed Subject: Signature Needed - Updated Document Source Envelope: Document Pages: 13 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Vanessa Esparza AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 vanessa.esparza@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 10/3/2024 2:38:31 PM Holder: Vanessa Esparza vanessa.esparza@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Sara Hensley Sara.Hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.59.197.248 Signed using mobile Sent: 10/3/2024 2:47:43 PM Viewed: 10/3/2024 3:20:51 PM Signed: 10/3/2024 3:21:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden Lauren.Thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/3/2024 3:21:06 PM Viewed: 10/3/2024 3:21:24 PM Signed: 10/3/2024 3:21:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Lauren Thoden Lauren.Thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) Sent: 10/3/2024 3:21:34 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Brittany Sotelo Brittany.Sotelo@cityofdenton.com Director Security Level: Email, Account Authentication (None) Sent: 10/3/2024 3:21:35 PM Viewed: 10/3/2024 4:14:06 PM Electronic Record and Signature Disclosure: Accepted: 10/2/2024 7:36:24 AM ID: caaa5c5a-0a6a-4109-b599-5712c959d208 Kelly Robinson Kelly.Robinson@cityofdenton.com Administrative Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 10/3/2024 3:21:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Erica Sullivan Erica.Sullivan@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 10/3/2024 3:21:37 PM Electronic Record and Signature Disclosure: Accepted: 3/5/2024 7:13:39 AM ID: 04199511-a593-4aec-b3ee-b26428bb12a4 Eric Chasco Eric.Chasco@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 10/3/2024 3:21:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/3/2024 2:47:44 PM Certified Delivered Security Checked 10/3/2024 3:21:24 PM Signing Complete Security Checked 10/3/2024 3:21:33 PM Completed Security Checked 10/3/2024 3:21:38 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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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: 7/21/2017 1:59:03 PM Parties agreed to: Brittany Sotelo, Erica Sullivan How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.