22-38922-389ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH MCCALL, PARKHURST & HORTON, LLP, FOR BONDCOUNSEL SERVICES AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (PSA7942 – PROFESSIONAL SERVICES AGREEMENT FOR BOND COUNSEL SERVICESAWARDED TO MCCALL, PARKHURST & HORTON, LLP, IN THE NOT-TO-EXCEED
AMOUNT OF $1,250,000.00).
WHEREAS, McCall, Parkhurst & Horton, LLP, the professional services provider (the
“Provider”) set forth in this ordinance, is being selected as the most highly qualified on the basis of
its demonstrated competence and qualifications to perform the proposed professional services; and
WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent
with, and not higher than, the recommended practices and fees published by the professional
associations applicable to the Provider’s profession, and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or their designee, is authorized to enter into the
professional service contract attached hereto with McCall, Parkhurst & Horton, LLP, for BondCounsel Services.
SECTION 2. The City Manager, or their designee, is authorized to expend funds as required
by the attached contract.
SECTION 3. The City Council of the City of Denton, Texas expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 4. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by ,Jess( Dh,, [ s and
seconded by Br I c. - Bt tk . This ordinance was passed and approved by the
following vote n - ILl :
Aye
,/,/JL,/,/
L/
Nay Abstain Absent
Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck. District 2:
Jesse Davis. District 3 :
Alison Maguire, District 4:
Deb Annintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the ; if day of , 2022
GERARD HUDSPETH, MAYOR
\\\\ \III IIIIOF D
ATTEST:
ROSA RIOS, CITY SECRETARY
BY:pa7/?l
APPROVED AS TO LEGAL FORM:
MACK RE[NWAND, CITY ATTORNEY
Digitally signed by Marcella
DN: cn=Marcella Lunn, o,
A –-nton.com, A
Date: 2022.02.15 14:51 :27
-06'OO'
AWU :::SElIEr:S:Tunin@dtyofde),„ WUcn£\
DocuSign Envelope ID: 15B489A2-76D34FF5-AD39-0BF70C9B47C}A
DENTON
Docusign City Council Transmittal Coversheet
7942
File Name Bond Counse1
P„,chasi„gConta,t E 'i'; G ’“i;
City Council Target Date MARCH 1 ’ 2022
Piggy Back Option
Contract Expiration
Ordinance
PSA
Not Applicab1 e
N/A
22-389
DocuSign Envelope ID: 15B489A2-76D34FF5-AD39-0BF70C9B470A
DENTON
City of DentonContract # 7942
Professional Legal Services Bond Counsel
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CONTRACT #7942CONTRACT FOR PROFESSIONAL LEGAL SERVICES – BOND COUNSEL
STATE OF TEXAS §
COUNTY OF DENTON §
This CONTRACT, made and entered into this the IST day of March - , 2022, by andbetween McCall, Parkhurst & Horton, LLP, 717 North Harwood, Ninth Floor, Dallas, Texas
75201-6587, hereinafter referred to as “Consultant”, and the City of Denton, a Texas municipal
corporation, 215 East McKinney, Denton, Texas 76201, hereinafter referred to as “City“.WITNESSETH
WHEREAS, City finds it necessary to employ outside legal counsel to perform
professional legal services regarding issuance of bonds and other debt obligations (the "Bonds")
for the City of Denton.
WHEREAS, Consultant is willing to perform such services in a professional manner as an
independent contractor; and
WHEREAS, City desires to engage Consultant to render the professional services in
connection therewith, and Consultant is willing to provide such services;
NOW, THEREFORE, in consideration of the promises and mutual obligations herein, the
parties hereto do hereby mutually AGREE as follows:
SCOPE OF ENGAGEMENT
Generally, Consultant will perform all usual and necessary legal services as Bond Counsel
in connection with the authorization, issuance, and delivery of the Bonds as authorized and
requested by City. Specifically, Consultant will prepare and direct the legal proceedings and
perform the other necessary legal services with reference to the authorization, issuance and
delivery of the Bonds, including the following:
1.Prepare all resolutions, ordinances, and other instruments pursuant to which theBonds will be authorized, issued, delivered and secured, including election
proceedings, if necessary, in cooperation and upon consultation with the City
Council, their consultants, and other legal and financial advisors and consultants of
City
2 Attend meetings of the City Council with reference to the authorization and
issuance of the Bonds to the extent required or requested.
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3.
4.
Cooperate with the City Council and all other interested parties in the sale of the
Bonds to the purchasers, and review bond purchase agreements.
Review those sections of any official statement to be disseminated in connection
with the sale of the Bonds which describe the Bonds, the resolution or ordinance
pursuant to which they will be issued and the tax-exempt treatment of the interest
on the Bonds for purposes of federal income taxation.
5.If requested, assist City in presenting information to bond rating organizations and
providers of credit enhancement relating to legal issues affecting the issuance ofthe Bonds.
6.Submit the Bond transcript to the Public Finance Division of the Attorney General’s
office and obtain all necessary approvals.
7.Supervise the execution of the Bonds and the delivery thereof to the purchasers.
8.When so delivered, give Consultant's approving opinion covering the validity of
the Bonds and the exemption of interest thereon from federal income taxes, it being
understood that the approving opinion will be fully acceptable nationally in regular
commercial investment banking bond marketing channels.
Consultant services as Bond Counsel do not include any responsibility for investigating the
financial condition and affairs of City. Consultant's approving legal opinion as Bond Counsel
will contain a paragraph substantially to the effect that Consultant has acted as Bond Counsel for
City for the sole purpose of rendering an opinion with respect to the legality and validity of theBonds under the Constitution and laws of the State of Texas, and with respect to the exemption of
the interest on the Bonds from federal income taxes, and for no other reason or purpose. The
paragraph will also disclose that Consultant has not been requested to investigate or verify, andhave not investigated or verified, any records, data, or other material relating to the financial
condition or capabilities of City, and has not assumed any responsibility with respect thereto.
ATTORNEY-CLIENT RELATIONSHIP
Upon execution of this engagement letter, City will be Consultant's client and an attorney-
client relationship will exist between City and Consultant. Consultant further assume that all other
parties in a Bond transaction understand that Consultant represents only City in the transaction,
Consultant is not counsel to any other party, and Consultant is not acting as an intermediary among
the parties. Consultant services as Bond Counsel are limited to those contracted for in this Contract;
City's execution of this Contract will constitute an acknowledgment of those limitations.
Consultant's representation of City will not affect, however, Consultant’s responsibility to render
an objective bond approving opinion described in paragraph 7 above.
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INDEMNITY AND INDEPENDENT CONTRACTOR RELATIONSHIP
Consultant shall perform all services as an independent contractor not under the direct
supervision and control of City. Nothing herein shall be construed as creating a relationship of
employer and employee between the parties. City and Consultant agree to cooperate in the
defense of any claims, actions, suits, or proceedings of any kind brought by a third party which
may result from or directly or indirectly arise from any negligence and/or errors or omissions on
the part of Consultant, or from any breach of Consultant’s obligations under this Contract. In the
event any litigation or claim is brought under this Contract in which City is joined as a party,
Consultant shall provide suitable counsel to defend City and Consultant against such claim;
provided however, that City shall have the right to proceed with competent counsel of its own
choosing. Consultant agrees to defend, indemnify and hold harmless City and all of its officers,
attorneys, agents, servants, and employees against any and all such claims to the extent not
otherwise covered by Consultant's professional liability policy. Consultant agrees to pay all
expenses, including but not limited to attorney fees, and satisfy all judgments that arise under such
third party claims, but are not otherwise satisfied by Consultant's professional liability insurance
policy. Nothing herein constitutes a waiver of any rights or remedies City may have to pursue
under either law or equity, including, without limitation, a cause of action for specific performance
or for damages, a loss to City resulting from Consultant's negligent errors or omissions, or breach
of contract, and all such rights and remedies are expressly reserved.
Consultant shall maintain and shall be caused to be in force at all times during the term of
this Contract, a legally binding policy of professional liability insurance, issued by an insurance
carrier approved to do business in the State of Texas by the State Insurance Commission, which
carrier must be rated by Best Rated Carriers, with a rating of "A" or higher. Such coverage shall
cover any claim hereunder occasioned by Consultant's negligent professional act and/or error or
omission, in an amount not less than $500,000 combined single limit coverage occurrence. In the
event of change or cancellation of the policy by the insurer, Consultant hereby covenants to
immediately advise City thereof; and in such event, Consultant shall, prior to the effective date of
change or cancellation, serve a substitute policy furnishing the same coverage to City. Consultant
shall provide a copy of such policy and the declarations page of the existing policy to City through
its City Attorney, simultaneously with the execution of this Contract.
FIRM NOT A MUNICIPAL ADVISOR
As a consequence of the adoption of Rule 15Bal-1 pursuant to the Securities Exchange
Act of 1934 (the "Municipal Advisor Rule"), which has been promulgated by the Securities and
Exchange Commission as a result of the enactment of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the "Dodd-Frank Act"), Consultant hereby informs City that Consultant
is not a "Municipal Advisor" within the meaning of the Municipal Advisor Rule or the Dodd-Frank
Act (collectively, the "MA Rule"). In the course of performing Consultant’s services as Bond
Counsel in a transaction, Consultant may engage in analysis, discussion, negotiation, and advice
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to City regarding the legal ramifications of the structure, timing, terms, and other provisions of the
financial transaction that culminates with the planned issuance of the Bonds, and such services and
advice may be essential to the development of the plan of finance for the issuance of the Bonds.
In turn, these services become, among other things, the basis for the transaction's basic legal
documents, the preparation and delivery of the official statement or any other disclosure document
that describes the material terms and provisions of the transaction, if an offering document is used
in the offering of the Bonds, the preparation of the various closing Bonds that embody the terms
and provisions of this transaction and the preparation and delivery of Consultant's legal opinion.
Moreover, legal advice and services of a traditional legal nature in the area of municipal finance
inherently involve a financial advice component, but Consultant hereby advises City that while
Consultant has expertise with respect to the legal aspects relating to the issuance of municipalsecurities, Consultant is not a "financial advisor" or "financial expert" in a manner that would
subject us to the provisions of the MA Rule. As Bond Counsel, Consultant provides only legal
advice, not purely financial advice that is not inherent in Consultant's legal advice to City. The
City should seek the advice of its financial advisor with respect to the financial aspects of the
issuance of the Bonds. By signing this Contract, City acknowledges receipt of this information,and evidences its understanding of the limitations of Consultant's role to City as Bond Counsel
with respect to the MA Rule, as discussed in this paragraph.
CONFLICTS
As City is aware, Consultant represents many political subdivisions and investment banking firms,
among others, who do business with political subdivisions. It is possible that during the time that
Consultant is representing City, one or more of Consultant's present or future clients will have
transactions with City. It is also possible that Consultant may be asked to represent, in an unrelatedmatter, one or more of the entities involved in the issuance of the Bonds. Consultant does not
believe such representation, if it occurs, will adversely affect Consultant's ability to represent City
as provided in this letter, either because such matters will be sufficiently different from the issuance
of the Bonds so as to make such representations not adverse to Consultant's representation of City,
or because the potential for such adversity is remote or minor and outweighed by the consideration
that it is unlikely that advice given to the other client will be relevant to any aspect of the issuance
of the Bonds. Execution of this Contract will signify City's consent to Consultant’s representation
of others consistent with the circumstances described in this paragraph.
FEES AND OTHER SERVICES
The fee covering the legal services of Consultant, as Bond Counsel, for the issuance of
traditional Bonds of City, such as general obligation bonds, certificates of obligation and utility
system revenue bonds, in one or more installments, is as follows:
$5,000 for the first $1,000,000 of Bonds;
$ 1.00 per $1,000 of Bonds for the next $9,000,000 of Bonds;
$0.95 per $1,000 of Bonds for the next $30,000,000 of Bonds;
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$0.90 per $1,000 of Bonds for the next $60,000,000 of Bonds; and
$0.50 per $1,000 of Bonds thereafter.
For special Bond issuances, such as special assessment revenue bonds, fees for legal
services will be set at an amount agreed upon by Consultant and City at such time the bond issuance
is contemplated.
Also, Consultant would expect to be reimbursed for Consultant's actual out-of-pocket
expenses reasonably and necessarily incurred in connection with the authorization, issuance, and
delivery of such Bonds, i.e. travel, photocopies, courier, Form 8038G filing, Texas Bond Review
Board filing and the Attorney General’s filing fee.
Consultant's fees and expenses will be payable within 30 days after the delivery of and
payment for such Bonds, but Consultant's fees are wholly contingent upon actual delivery of suchBonds.
The foregoing legal services as Bond Counsel do not include any direct responsibility for
any kind of litigation. However, if during the issuance of Bonds any litigation should developregarding the issuance of the Bonds or the provisions made for their payment or security,
Consultant will consult, advise, and cooperate with City and its attorneys concerning any such
litigation. Consultant's fees for such services would be based upon the customary hourly billing
rates of the attorneys providing such additional services.
The firm will undertake upon the request of City such services as may be necessary to assist
City in satisfying the continuing disclosure requirements of Rule 15c2-12 promulgated by theSecurities and Exchange Commission or any necessary disclosure obligations of City in
connection with the issuance of Bonds. Consultant's fees for such services would be based upon
hourly billing rates of the attorneys providing such services, and such rates shall be $375.00 per
hour for partners and $275 per hour for associates. Should it be necessary for Consultant to render
a written opinion with respect to such matters, such fee for legal services provided in connection
with the delivery of the opinion will be set at an amount agreed upon by us and City.
The parties anticipate invoices or statements for services billed at hourly rates will be
generated on a monthly basis and that said invoices or statements will be sent on or about the lst
day of each month. City shall make payment to Bond Counsel within 30 days of the satisfactorycompletion of services and receipt of an itemized invoice or statement. All reimbursable
expenses, including, but not necessarily limited to travel, lodging, and meals shall be paid at the
actual cost, pursuant to the terms, conditions, and limitations hereinabove set forth. All invoices
and bills shall be approved for payment by the Finance Department.
All notices, billing statements and invoices shall be made in writing and may be given by
personal delivery, by email or by mail. Notices and invoices sent by email shall be addressed to:
accountspayable(a2cityofdenton.com with a copy to david.gaines@cityofdenton.com, and by
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mail shall be addressed to: Accounts Payable, 215 East McKinney, Denton, Texas 76201 with
a copy to David Gaines, Assistant City Manager/CFO, 215 East McKinney, Denton, Texas
76201. When by mail and so addressed, the notice, invoice, and/or payment shall be deemedgiven upon deposit in the United States Mail, postage prepaid. In all other instances, notices,
invoices, and/or payments shall be deemed given at the time of actual delivery. Changes may be
made in the names and addresses of the responsible person or office to whom notices, invoices,
and/or payments are to be sent, provided reasonable written notice is given.
RECORDS
At City's request, papers and property furnished by City will be returned promptly upon
receipt of payment for outstanding fees and client charges. Consultant's own files, including
lawyer work product, pertaining to the transaction will be retained by us. For various reasons,
including the minimization of unnecessary storage expenses, Consultant reserves the right to
dispose of any documents or other materials retained by us after the termination of this
engagement.
TERM
The term of this agreement shall commence on March 27, 2022, and conclude on March
26, 2027. Until March 27, 2022, the Bond Counsel Contract #6254 dated December 6, 2016 andthe terms thereof shall remain in effect.
TERMINATION OF AGREEMENT
In connection with the work outlined in this Contract, it is agreed and fully understood by
Consultant that City may cancel or indefinitely suspend further work hereunder or terminate this
Contract at any time upon written notice to Consultant, and Consultant shall cease all work and
labor being performed under this Contract upon receipt of such notice. Consultant may terminatethis Contract by giving City 30 day’s written notice that Consultant is no longer in a position to
continue representing City. Consultant shall invoice City for all work satisfactorily completed
and shall be compensated in accordance with the terms of this Contract. All reports and otherdocuments, or data, or work related to the project shall become the property of City upontermination of this Contract.
This Contract may be terminated in whole or in part, in writing, by either party in the event
of substantial failure by the other party to fulfill its obligations under this Contract through no fault
of the terminating party. Provided, however, that no such termination may be effected, unless the
other party is given [1] written notice (delivered by certified mail, return receipt requested) of
intent to terminate, and not less than 30 calendar days to cure the failure; and [2] an opportunity
for consultation with the terminating party prior to termination.
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Nothing contained herein or elsewhere in this Contract shall require City to pay for any work which
is unsatisfactory or which is not submitted in compliance with the terms of this Contract.
AUDITS AND INSPECTION
City shall have the right to audit and make copies of the books, records and computations
pertaining to this agreement. Consultant shall retain such books, records, documents and other
evidence pertaining to this agreement during the contract period and five years thereafter, except
if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept
until all audit tasks are completed and resolved. These books, records, documents and other
evidence shall be available, within 10 business days of written request. Further, Consultant shall
also require all subconsultants, material suppliers, and other payees to retain all books, records,
documents and other evidence pertaining to this agreement, and to allow City similar access tothose documents. All books and records will be made available within a 50 mile radius of the
City of Denton. The cost of the audit will be borne by City unless the audit reveals an
overpayment of 1% or greater. If an overpayment of 1 % or greater occurs, the reasonable cost of
the audit, including any travel costs, must be borne by Consultant which must be payable within
five business days of receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this
Contract and shall constitute, in City’s sole discretion, grounds for termination thereof. Each of
the terms "books", "records", "documents'’ and "other evidence", as used above, shall be construed
to include drafts and electronic files, even if such drafts or electronic files are subsequently used
to generate or prepare a final printed document.
COMPLIANCE WITH LAWS
Consultant shall comply with all federal, state, and local laws, rules, regulations, and
ordinances applicable to the work covered hereunder as they may now read or hereafter be
amended, including but not limited to the Texas Disciplinary Rules of Professional Conduct.
GOVERNING LAW
For the purpose of determining place of agreement and law governing same, this Contract
is entered into in the City and County of Denton, State of Texas, and shall be governed by the laws
of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in
connection with this Contract shall be exclusively in a court of competent jurisdiction sitting in
Denton County.
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DISCRIMINATION PROHIBITED
In performing the services required hereunder, Consultant shall not discriminate against
any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical
handicap.
ASSIGNABILITY
Consultant shall not assign any interest in this Contract and shall not transfer any interest
in this Contract (whether by assignment, novation, or otherwise) without the prior written consent
of City thereto.
SEVERABILITY
All agreements and covenants contained herein are severable, and in the event any of them,
with the exception of those contained in sections headed “Scope of Engagement”, “Indemnity and
Independent Contractor Relationship,” and “Fees and Other Services” hereof, shall be held to be
invalid by any court of competent jurisdiction, this Contract shall be interpreted as though such
invalid agreements or covenants were not contained herein.
RESPONSIBILITIES FOR CLAIMS AND LIABILITY
Approval by City shall not constitute nor be deemed a release of the responsibility and
liability of Consultant for the accuracy and competency of its work; nor shall such approval bedeemed to be an assumption of such responsibility of City for any defect in any report or other
documents prepared by Consultant, its employees, officers, agents and consultants.
MODIFICATION OF AGREEMENT
No waiver or modification of this Contract or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Contract, or the rights
or obligations of the parties hereunder, unless such waiver or modification is in writing, duly
executed as aforesaid; and, the parties further agree that the provisions of this section will not bewaived as herein set forth.
CAPTIONS
The captions of this Contract are for informational purposes only and shall not in any wayaffect the substantive terms or conditions of this Contract.
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BINDING EFFECT
This Contract shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors, and assigns where
permitted by this Contract.
ADDITIONAL VERIFICATIONS AND CERTIFICATIONS
As required by Chapters 2271 and 2252, and Section 2274.002 of the Texas Government
Code, Consultant hereby verifies and certifies that Consultant, including any of its wholly owned
subsidiary, majority-owned subsidiary, parent company or affiliate, (a) does not and will not
"boycott Israel" during the term of this Contract, (b) is not a company listed by the Texas
Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas GovernmentCode, (c) does not have a practice, policy, guidance, or directive that discriminates against a
"firearm entity" or "firearm trade association", (d) will not discriminate during the term of this
Contract against a firearm entity or firearm trade association, and (e) does not and will not boycott
"energy companies" during the term of this Contract. Any defined terming in this paragraph is as
defined in the Texas Government Code, as amended.
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IN WITNESS HEREOF, the City of Denton, Texas, has caused this Contract to be executed
by its duly authorized City Attorney, and Consultant has executed this Contract through its duly
authorized undersigned partner.
ACCEPTED THIS THE IST DAY OF MARCH, 2022.
McCALL, PARKHURST & HORTON L.L.P.
gBEmail
Phone
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Us haecher@mphlegal.com
(214) 754-9292
C IN, TEXAS
S#K Huq£qBy:S qTERIM CITYMANAGER
ATTEST:
ROS+\Lq&h£}FY SECRETARY
BY:+RV
APPROVED AS TO LEGAL FORM:
MACWEWWAND, CITY ATTORNEY
BY: U.”"
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational obligations
brigbbq$it''"”
CaSMhzA /Pdt&bCassandra Ogden
PRINTED NAMESIGN:B
Di rector of Finance
ARka
DEPARTMENT
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[X>cuSign
Certificate Of Completion
Envelope Id: 15B489A276D34FF5AD390BF70C9B470A
Subject: Please DocuSign: City Council Contract 7942
Status: Completed
Source Envelope:
Document Pages: 12 Signatures: 4
Certificate Pages: 6
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Initials: 1 Envelope Originator:
Erica Garcia
901 B Texas Street
Denton, TX 76209
erica.garcia@cityofdenton.com
IP Address: 198,49.140.104
Record Tracking
Status: Original
2/14/2022 10:48:50 AM
Holder: Erica Garcia
erica .garcia@cityofdenton.com
Location: DocuSign
Signer Events
Erica Garcia
erica.garcia@cityofdenton.com
Buyer
City of Denton
Security Level: Email. Account Authentication
(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Signature Timestamp
Sent: 2/14/2022 10:53:49 AM
Viewed: 2/14/2022 10:54:12 AM
Signed: 2/14/2022 10:54:28 AM
Completed
Using IP Address: 198.49.140.104
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 2/14/2022 10:54:30 AM
Viewed: 2/14/2022 1 1 :23:51 AM
Signed: 2/14/2022 11 :24:22 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 2/14/2022 1 1 :24:24 AM
Viewed: 2/14/2022 1 1 :24:42 AM
Signed: 2/1 4/2022 11 :45:32 AM
Signature Adoption: Pre-selected Style
Using IP Address: 68.191.210.54
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Cassandra Ogden
Cassandra.Ogden@cityofdenton.com
Director of Finance
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 2/14/2022 1 1 :45:34 AM
Viewed: 2/14/2022 1 :01 :25 PM
Signed: 2/14/2022 1 :02:08 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer Events
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Signature Timestamp
Sent: 2/14/2022 1 :02:10 PM
Viewed: 3/2/2022 9:59:32 AM
Signed: 3/2/2022 10:00:30 AM
Completed
Using IP Address: 198.49.140.10
Sara Hensley
sara.hensley@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication(None)
'DocuSlgned by:
I SMA Hu41A9
,523608296270423.
Sent: 3/2/2022 10:00:33 AM
Viewed: 3/2/2022 10:00:57 AM
Signed: 3/2/2022 10:01:02 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication(None)
DocuSlgned by:I RouRin
IC5CA8C5EI 75493
Sent: 3/2/2022 10:01 :04 AM
Viewed: 3/2/2022 2:33:46 PM
Signed: 3/2/2022 2:35:01 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Electronic Record and Signature Disclosure:Accepted: 3/2/2022 2:33:46 PMID: 9c3656a3-a5aeJj07d-b250-ae6d5161d75d
In Person Signer Events Signature
Status
Timestamp
Editor Delivery Events Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status
Status
Timestamp
Carbon Copy Events
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Timestamp
Sent: 2/14/2022 10:M:31 AM
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 2/14/2022 1 :02:10 PM
Viewed: 2/15/2022 8:50:06 AM
Carbon Copy Events
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Status Timestamp
Sent: 3/2/2022 2:35:03 PM
Randee Klingele
Randee.Klingele@cityofdenton.com
Sr Treasury Analyst
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 3/2/2022 2:35:04 PM
Nina Hines
nhines@mphlegal.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 3/2/2022 2:35:04 PM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Status Timestamps
2/14/2022 10:53:49 AM
3/2/2022 2:33:46 PM
3/2/2022 2:35:01 PM
3/2/2022 2:35:04 PM
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Rosa Rios
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 ofthis 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.
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 software0Systems
Browsers (for SENDERS
Browsers (for SIGNERS):
I
lternet Explorer 6.0? or above
[nternet Explorer 6.0?, Mozilla FireFox 1.0
NetScape 7.2 (or above)
Access to a valid email account
800 x 600 minimum
Email
Screen Resolution
Enabled Security Settings
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings viaoxy 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.