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22-564ORDINANCE NO.22-564 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH SAWKO AND BURROUGHS, p.c., FOR DELINQUENT TAXCOLLECTION SERVICES ON BEHALF OF THE CITY OF DENTON; PROVDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING ANEFFECTrVE DATE (RFP 7907– AWARDED TO SAWKO AND BURROUGHS, P.C., FOR A THREE (3) YEAR TERM). WHEREAS, the City has solicited, received, and evaluated competitive proposals for delinquent tax collection services on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAnvs: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR 7907 Sawko and Burroughs, P.C. SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby 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 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. Th, m,ti,„ t, ,ppr,„e this ordinanc, w„ m,d, by Brian Bed m seconded by Jesse DAN 6 . This ordinance was passed and approved by the following vote LL - a Aye \// 1//1/ 1/,//’ Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 : Brian Beck, District 2:Jesse Davis. District 3 : Alison Maguire, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the IInA day of b4arc’I)_, 2022. ni–Mb–HiRFnrbRT–oR ATTEST: ROSA RIOS, CITY SECRETARY \\\It tIlII// Ha J<.Z2? APPROVED AS TO LEGAL FORM: MACK REINWAND, ITY ATTORNEY Digitally signed byMarcella Lunn DN: cn=Marcella Lunn, o, JiA\r\, ::=i!,=,:;FJF,nX„@dty,A mrIBn.com. c=USDate: 2022.03.09 14:37:25 -06'OO' BY:nflkclIIn DocuSign Envelope ID: 22411994-EIDC-434F-8137-22D83F60C674 DENTON Docusign City Council Transmittal Coversheet RFQ 1 7907 File Name Delinquent Tax P„„h„i.gC,.t„t E '1'; G ;“1; CIty C,,„II T„g,t D,t, MARCH 22’ 2022 Piggy Back Option Contract Expiration Ordinance co1 1 ectl on Se rvi ces Not Appllcab1 e MARCH 22 , 2025 22-564 DocuSign Envelope ID: 2241 1994-EIDC'+34F-8137-22D83F60C674 PROFESSIONAL SERVICES AGREEMENTFOR CONSULTING SERVICES FILE 7907 STATE OF TEXAS § COUNTY OF DENTON § 03 /22/HIS AGREEMENT (the “Ageement”) is made and entered into on, by and between the City of Denton, Texas, a Texas municipalcorporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Sawko & Burroughs, P.C, with its corporateoffice at 1172 Bent Oaks, Denton, TX 76210 , hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE ICONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant toChapter 2254 of the Texas Government Code. The OWNER hereby contracts with theCONSULTANT as an independent contractor and not as an employee, and as such, the OWNERwill not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of workin connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in theState of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Delinquent Tax Collection Services, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE IISCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 1 of 12 Contract 7907 DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 A.The CONSULTANT shall perform all those services as necessary and as described in theOWNER’s RFO 7907 – Delinquent Tax Collection Services which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. B. C. To perform all those services set forth in the proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a parthereof, D.If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the termsand conditions of the attached exhibits or task orders. ARTICLE IIIADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. B. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C.Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D.Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shallbe furnished by CONSULTANT on a fee basis negotiated by the respective parties outsideof and in addition to this AGREEMENT. E. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18Page 2 of 12 Contract 7907 DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 ARTICLE IVTIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a three (3) year period. At the sole option of the City of Denton, The Contract may be further extended as needed, not to exceed a total of twelve (12) months, which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occursfirst ARTICLE VCOMPENSATION A.COMPENSATION TERMS : 1. 2. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B.PAYMENT: if the OWNER fails to make payments due the CONSULTANT forservices and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, theCONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full allamounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. C Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to thecontract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 3 of 12 Contract 7907 DocuSign Envelope ID: 22411994-EIDC-434F-8137-22D83F60C674 Denton Purchase Order Number in order to be processed. No payments shall bemade on invoices not listing a Purchase Order Number. ARTICLE VIOBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering andpromptly reporting to the OWNER any defects or deficiencies in the work of theCONSULTANT or any subcontractors or subconsultants. ARTICLE VIIOWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’ssubcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. TheCONSULTANT is entitled to retain copies of all such documents. The documents prepared andfurnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT isreleased from any and all liability relating to their use in that project. ARTICLE VIIIINDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESSTHE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROMAND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES,LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTSAND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BYTHE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FORBODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE,RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THECONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEESINCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, ORPERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IXINSURANCE City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 4 of 1 2 Contract 7907 DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE XALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XITERMINATION OF AGREEMENT A. B. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certifiedmail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure thefailure; and (2) an opportunity for consultation with the terminating party prior toterrnrnatron. C.If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date oftermination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copiesof such documents for its use. ARTICLE XIIRESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or otherwork; nor shall such approval be deemed to be an assumption of such responsibility by the City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 5 of 12 Contract 7907 DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIIINOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT:To OWNER: Sawko & Burroughs, P.C Greg Sawko1172 Bent Oaks Drive Denton, TX 76210 City of Denton Purchasing Manager –File 7907901B Texas Street Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days ’ mailing. ARTICLE XIVENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations,negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof ARTICLE XVSEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the strickenprovlslon.ARTICLE XVICOMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may nowread or hereinafter be amended. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 6 of 12 Contract 7907 DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 ARTICLE XVIIDISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIIIPERSONNEL A.The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with theOWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B.All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIXASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XXMODIFICATION No waiver or modification of this Agreement 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 Agreement, or therights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will notbe waived unless as set forth herein. ARTICLE XXIMISCELLANEOUS City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 7 of 1 2 Contract 7907 DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 A.The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFQ 7907 – Delinquent Tax Collection Services (on file at the purchasingoffice) Exhibit B – Proposal Exhibit C – Consultant’s Insurance Requirements What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B.This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any disputearising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Courtfor the Eastern District of Texas-Sherman Division. C.For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Greg Sawko. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D.CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E.The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, anyother data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property asrequired for the CONSULTANT to perform services under this Agreement. F. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 8 of 1 2 Contract 7907 DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 ARTICLE XXIIINDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status.ARTICLE XXIIIRIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records andcomputations pertaining to this agreement. The CONTRACTOR 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, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER 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 the CONTRACTOR 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 the OWNER’S sole discretion, grounds for termination thereof. Each ofthe terms "books", "records", "documents" and "other evidence", as used above, shall beconstrued to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel“ and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Consultant certifies that Consultant’s signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or aForeign Terrorist Organization City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 9 of 12 Contract 7907 DocuSign Envelope ID: 2241 1994-EIDC434F-8137-22D83F60C674 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Consultant certifies that Consultant’s signature provides written verifIcation to the City that Consultant, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVICERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the Consultant submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The consultant shall: 1. 2 3 4. 5 6. Log onto the State Ethics Commission Website at : https://www .ethics.state.tx.us/whatsnew/elfinfoform 1 295.htm Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXVIIPROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitationshall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 10 of 12 Contract 7907 DocuSign Envelope ID: 2241 1994-EIDC434F-8137-22D83F60C674 render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSUqg}MMexecuted this Agreementthrough its duly authorized undersigned officer on this date ' ‘ in--DoeuSlgned by:se f”'W„„“J) I . \157AF92B511M68.AUTHORIZED SIGNATURE CITY (X-DWa9N, TEXAS Fib H+++4&TBY: LsPaonB PRe?maRSARA HENSLEYCITY MANAGERPrintedName: GregorY sawko Title: CEO 940–382-4357 ATTEST:SECRETARYROSW RauRialBY WIMfJW, CITY ATTORNEY hLartLLL&£AAhpl PHONE NUMBER gsawko@dentonlawye r . com EMAIL ADDRESS APPROVED AS TO LEGAL FORM:MACK1295 certificate Number TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER BY: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. Cassandra Ogden SIGNATURE PRINTED NAME DI rector of Finance TITLE Department DEPARTMENT City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 11 of 12 Contract 7907 DocuSign Envelope ID: 2241 1994-EIDC434F-8137-22D83F60C674 Exhibit A RFQ 7907 – Delinquent Tax Collection Services for the City of Denton (on file in the purchasing office) City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 12 of 12 Contract 7907 DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 Exhibit B 1. INDEPENDENT CONTRACTOR STATUS A. CONTRACTOR shall initiate annual collection on current year delinquencies as of July 1, 2022, and shall initiate collection on subsequent delinquencies as of each subsequent July 1 st anniversary. Previous year collections can start at contract award date. B.With respect to delinquent personal property taxes only, CONTRACTOR shall have the option to initiate collection on March 1 st of the year in which they become delinquent; however, CITY shall not owe the CONTRACTOR a fee on current year delinquent personal property taxes collected between March 1 st and June 30th unless attorney fees are collected pursuant to Texas Property Tax Code 33.11 or 33.48. CONTRACTOR hereby agrees to perform these services with diligence and in accordance with the highest professional standards customarily associated with such services in the State of Texas. CONTRACTOR shall provide services to the CITY as an independent Contractor, not as an employee of the CITY. CONTRACTOR shall not have or claim any right arising from employeestatus 2. PROVISION OF INFORMATION The CITY agrees to furnish its delinquent tax information to the CONTRACTOR on all property within the boundaries of the CITY, including name, identity, location of necessary parties, and property description. 3. INVESTIGATION AND ASSISTANCE CONTRACTOR agrees to investigate the address of each taxpayer, and the location of the property, where such information may be incorrect on the delinquent tax record. CONTRACTOR shall bring to the attention of the appropriate tax official of CITY any errors, double assessments, discrepancies, or inaccuracies detected by CONTRACTOR in the delinquent tax record. CONTRACTOR further agrees to provide CITY any advice or assistance in updatingthe tax rolls. 4. COLLECTION Upon initial receipt of computer readable delinquent tax records, CONTRACTOR agrees to initiate collection of the full amount due from each taxpayer. Within a reasonable time frame, but not more than 60 days from CONTRACTOR’s receipt of the delinquent tax records, CONTRACTOR hereby agrees to send, by first class mail, a notice of delinquency to each and every delinquent taxpayer, requesting said taxpayer to remit the full amount due and owing to CITY, except in cases where the taxes have been deferred or made the basis of a lawsuit against the Denton County Appraisal District to determine value. 5. REVIEW AND AUTHORIZATION TO SUE Following transmittal of the notice of delinquency as specified above, CONTRACTOR will DocuSign Envelope ID: 2241 1994-EIDC434F-8137-22D83F60C674 Exhibit B aggressively pursue collection, in anticipation of litigation. CITY shall have absolute discretionover the decision to file suit. Transmittal of the delinquent tax information from CITY to CONTRACTOR shall constitute authorization to file suit, following the mailing of the initial notice of delinquency. Upon written notice, CITY may, at any time, withdraw authorization to file suit. CITY may at any time withdraw authorization to foreclose and sell the prorxrty, and said withdrawal shall be in writing. 6. TAXPAYER SERVICES In addition to litigation, CONTRACTOR further agrees to provide taxpayer service without charge. As such, CONTRACTOR agrees: (1) to provide CITY legal advice and written opinions regarding property tax matters upon request; (2) to respond to taxpayer inquiries and toadvise CITY, in writing; and (3) make any recommendations concerning installment paymentagreements and settlement agreements proposed by the taxpayer. CITY shall have final determination in acceptance of all installment payments or settlement agreements within parameters established by CITY. CONTRACTOR shall have discretion to enter into installment agreements, subject to CITY's prerogative of final determination. In all demand letters and allcommunications with taxpayers, CONTRACTOR shall inform and instruct the taxpayer to remitpayment to CITY. If remittance is received by CONTRACTOR, it must be transmitted in its entirety to CITY and received for processing by 11 :30 a.m., the following business day. Checks made payable to CONTRACTOR shall be endorsed by CONTRACTOR to CITY. No check, cash, or money order for payment of delinquent taxes shall be deposited in any CONTRACTOR account except into a trust account for the sole purpose of reissuing payment to proper parties when combined in one deposit instrument by a taxpayer. 7. LITIGATION RESPONSIBILITIES A. CONTRACTOR agrees to commence litigation, prosecute, and reduce to judgment all delinquent accounts, including all pending lawsuits that CONTRACTOR deems to warrant, or upon which CITY has specifically requested action in writing. Each suit filed shall seek: personal judgment against the individual taxpayer for all taxes upon which the taxpayer can be held personally liable; penalty and interest; foreclosure of anytax lien which may exist by operation of law; any and all court costs incurred in prosecuting the lawsuit; and any collection fees or attorney fees which the taxpayer is obligated to pay. CONTRACTOR shall perform litigation responsibilities and protect CITY's legal remedies, including appeals, preparation of any documents required, post- judgment activities, and any other actions necessary in order to collect the delinquenttaxes B. CONTRACTOR will assume the representation of CITY in all lawsuits, including all pending lawsuits, involving the collection of delinquent taxes and enforcement of tax liens, including, but not limited to bankruptcy litigation, claims, and actions required to be filed with federal agencies such as FDIC, FSLIC and RTC, interventions in suits filed on behalf of any other taxing units’ current suits, and any other suit or litigation which may involve or relate to the collection of delinquent taxes. CONTRACTOR will inform CITY of any countemlaims or cross-actions filed against CITY. DocuSign Envelope ID: 2241 1994-EIDC434F-8137-22D83F60C674 Exhibit B C. Upon request, CONTRACTOR agrees to provide legal advice and assistance to CITY in the acquisition of property for public purpose use, pursuant to the Property Tax Code. 8. PROGRESS REPORTS CONTRACTOR agrees to make delinquent tax collection progress reports to CITY monthly and quarterly, in a format containing information requested by CITY’s Director of Finance. Progress reports may include, without limitation: a. b. C. d e. f. g. h. 1. J. k 1. Number and type of communication with delinquent taxpayers; Summary of all delinquent accounts collected; Number of suits filed; Detailed list of suits filed; Number of judgments rendered; Detailed list of judgments rendered; Number of warrants issued/served; Detailed list of bankruptcies and status of those properties; Number of properties submitted to courts for auction; Detailed list of properties submitted to courts for auction, with date submitted and most recent status; Number of properties sold; and Detailed list of properties sold or reverting to taxing entity because of non-sale. Within parameters established at the initiation of the collection program, CONTRACTOR shall advise CITY of any case in which CONTRACTORs investigation has revealed that the taxpayer cannot be found, the enforcement of the tax lien cannot be accomplished, or further attempts at tax collection would be futile, and shall provide CONTRACTOR's recommendation regarding the proper disposition of the case. In such cases, CITY shall advise CONTRACTOR as to the appropriate disposition of the account. 9. COMPENSATION A As compensation for the services rendered hereunder by the Contractor, the City hereby agrees that the Contractor may retain 20% of the total amount of all delinquent taxes,penalties, and interest for the tax years covered by this Contract, as authorized by Texas Property Tax Code 6.30(c). Said 20% shall constitute an additional penalty, to defray costs of collection as set forth in Texas Property Tax Code 33.07. All compensation set forth above shall become the property of the Contractor at the time payment of taxes, penalties, and interest are received by the City. The 20% collection fee will only be retained on taxes which remain delinquent after July 1st of the year on which they became delinquent, pursuant to Texas Property Tax Code 33.07, or after the dates set forth under Texas Property Tax Code 33.08 or 33.11, if applicable. Contractor shall not be entitled to the aforesaid 20% unless and until the Contractor has taken some action in connection with recovering delinquent taxes. The transmittal of a notice of delinquency shall constitute sufficient action in order to entitle DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 Exhibit B the Contractor to the aforementioned fee. As compensation for the services rendered hereunder by the Contractor for the collection of taxes which are not eligible for the additional penalty authorized by Texas Property Tax Code 33.07, and upon which suit has been filed, the compensation shall be reasonable attorney fees approved by the Court, not exceeding 15% of the total amount of taxes, penalties, and interest due to the City. In no event shall the Contractor be entitled to any fee, unless and until the City actually collects the delinquent taxes, penalties, interest, court costs, collection costs, or attorney fees from the taxpayer, or from the proceeds of a forced sale or foreclosure. In no event shall the Contractor be entitled to any fee, unless said fee is collected by the City during the term of this contract, or fee is collected by the City on accounts upon which the Contractor is attorney of record at the time of judgement. No interest shall accrue on any late payment from the City to the Contractor. B. The compensation set forth in paragraphs 9, 10, and 11 of this Contract shall be the total compensation due to the Contractor for all services provided pursuant to this Contract, and in no event shall the Contractor seek any additional compensation from the City. 10. COLLECTION OF OTHER DELINQUENT ACCOUNTS The Contractor shall, upon written request of the City, undertake the collection of delinquentaccounts for paving assessment liens, substandard housing demolition liens, and weed liens. The collection of these accounts shall be undertaken on the basis of attorney fees assessed to and collected from the debtors. The City agrees to pay the Contractor, as compensation, all amounts received as attorney fees on delinquent accounts for paving assessment liens, substandard housingdemolitions liens, and weed liens which are collected as a result of the Contractor’s collection efforts during the term of this contract. 11. ATTORNEY FEES In eminent domain and other judicial proceedings, the Contractor will be entitled to only those attorney fees awarded by the Court, and then only if collected by the City. In bankruptcy proceedings, the Contractor shall be entitled to a fee of 20% of the tax, penalties, and interest actually collected by the City. The Contractor agrees to file and diligently pursue all property tax claims on behalf of the City in bankruptcy, eminent domain, and other judicial or administrative proceedings, whether Federal or State, in nature. 12. CONTRACT TERM It is the intention of the City of Denton to award a contract for a three (3) year period. The Contract shall commence upon the issuance of a Notice of Award/Issuance of Purchase Order by the City of Denton. At the sole option of the City of Denton, the Contract may befurther extended as needed, not to exceed a total of twelve (12) months. 13. CONFLICTS OF INTEREST CONTIU\CTOR agrees not to represent any client who has an adversarial position with the City of Denton or engage in any conflict of interest, and agrees to comply fully with the Texas DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 Exhibit B Disciplinary Rules of Professional Conduct (Subtitle G - Texas Government Code) for theduration of this Contract. 14. TAX WARRANTS Upon request and authorization of CITY, CONTRACTOR shall prepare and pursue the issuance of tax warrants. CONTRACTOR shall then coordinate the seizure of personal property, pursuant to warrant. CONTRACTOR shall accompany the Tax Collector to the location of the personal property which is to be seized to insure that all necessary procedures have been followed. 15. SETTLEMENTS No settlements or compromises of taxes, penalties, or interest shall be effected where prohibited by law, and only upon approval by CITY where authorized by law. If a taxpayer requested waiver is upheld as provided by Tex. Prop. Tax Code §33.011, CONTRACTOR will bear the costs of suit if it failed to notify the taxpayer of the delinquency prior to filing of the suit. 16. NOTICE Any notice or other written instrument required or permitted to be delivered pursuant to the terms of this Contract shall be deemed to have been delivered, whether actually received or not, when deposited in the United States Postal Service, postage prepaid, registered, or certified, returnreceipt requested, addressed to the CITY or CONTRACTOR, as the case may be at the followingaddresses: CITY: City of Denton, Texas Ann: City Manager 215 East McKinney StreetDenton, Texas 76201 purchasingRdCityofdenton.com CONTRACTOR: Sawko & Burroughs, P.C.Attn: Gregory Sawko1172 Bent Oaks Drive Denton, Texas 76210 GSawko(a),dentonlawyer.com Either party may change its mailing address by sending notice of change of address to the other at the above address by electronic communication. 17. COLLECTION REQUIREMENTS The CONTRACTOR will be required to collect a minimum of 60% of the current year delinquent taxes due to the City of Denton. For the purpose of this calculation, current year delinquent taxes are defined as the ad valorem taxes that are delinquent as of July 1 st for the current tax year. The sixty percent (60%) collection percentage will be determined as of June 30th, of each year following the July 1 st date in which the accounts are turned over to the delinquent tax collection law firm. The collection rate will be adjusted for any accounts that have been deleted from the roll by either the Denton County Appraisal District or a Court of competent jurisdiction. The firm must demonstrate in its statement of qualifications an established history of maintaining a collection rate of at least 60% of the current year delinquenttaxes due. DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 Exhibit B The CONTRACTOR will be required to collect a minimum of 30% of the prior year delinquent taxes due to the City of Denton. For the purpose of this calculation, prior year delinquent taxes are defined as the ad valorem taxes that are delinquent as of July 1 st for all tax years except the current tax year. The thirty percent (30%) collection percentage will be determined as of June 30th, of each year following the July 1 st date in which the accounts are turned over to the delinquent tax collection law firm. The collection rate will be adjusted for any accounts that have been deleted from the roll by either the Denton County Appraisal District or a Court of competent jurisdiction. The firm must demonstrate in its proposal an established history of maintaining a collection rate of at least 30% of the prior year delinquent taxes due. 18. VENUE The terms, obligations, and requirements of this Contract shall be construed in accordance with the laws of the State of Texas. The obligations and requirements of the parties hereto are performable in Denton County, Texas. Any litigation involving this Contract shall be tried in a court of competent jurisdiction sitting in Denton County, Texas. 19. ACCEPTANCE OF CONTRACT In consideration of the terms, covenants, and mutual agreements hereinabove stated, CONTRACTOR hereby accepts the contract with the CITY, and undertakes the performance ofthis Contract as above stated. 20. DIRECTIVES All directives between CONTRACTOR and CITY shall be continued in writing. 21. COVENANF NOT TO SUE CONTRACTOR further agrees not to bring any cause of action against CITY relative to thisContract. Should CONTRACTOR bring any cause of action against CITY, CONTRACTOR agrees the liquidated damages shall not exceed $1.00, and the filing of such cause of action shallbe considered a material breach of this Contract. 22. AMBIGUITY Any ambiguity within this Contract shall be liberally interpreted in favor of CITY. 23. PERSONNEL AND EQUIPMENT A CONTRACTOR represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Contract. Such personnel shall not be employees or officers of, or have any contractual relations with, CITY. CONTRACTOR shall inform CITY of any conflict of interest or potential conflict of interest that may arise during the term of this Contract. DocuSign Envelope ID: 2241 1994-EIDC434F-8137-22D83F60C674 Exhibit B B. All services required hereunder will be performed by CONTRACTOR, or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. C. CONTRACTOR represents that it has or will secure, at its own expense, the hardware, software, and other resources required to perform, all the services required under the terms of this contract in a timely manner. 24. MODIFICATION 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. 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 and duly executed. The parties further agree that the provisions of this section will not bewaived unless as herein set forth. 25. MISCELLANEOUS A.For the purpose of this Contract, the key person who will perform most of this work hereunder shall be Gregory Sawko and Mark Burroughs. However, nothing herein shalllimit CONTRACTOR from using other qualified and competent members of its CONtRACTOR to perform the services required herein. B.CONTRACTOR shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, efficient manner, and in accordance with the provisions hereof. In accomplishing the services hereunder,CONTRACTOR shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by CITY. C.CITY shall assist the CONTRACTOR by placing at the CONTRACTOR’s disposal all available information pertinent to the services outlined in this contract, including previous reports and any other data relative to the services outlined in this Contract, and arranging for access thereto. CITY shall make all provisions necessary for CONTRACTOR to enter in or upon public and private property as required for CONTRACTOR to perform servicesunder this contract. 26. TIME OF THE ESSENCE Time is of the essence with respect to all matter covered by this Contract. DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 Exhibit C CITY OF DENTONINSURANCE REQUIREMENTS FOR CONTRACTORS Bidderls attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed andprovided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualifiedfrom award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: 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 ofDenton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after nottPcation of bid award, Contractor shall fIle with the Purchasing Department satisfactory certi$cates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, askfor clariDcationof any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modifIed or waived after bid opening unless a written exception has been submitted with the bid. 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 speciDcations, and shall be maintained in compliance with these general speci$cations throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. •Any deductibles or self-insured retentions shall be declared in the bid proposal. Ifrequested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. •That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certifIcate be cancelled before the expiration date. •Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. •Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, theContractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. •Should any required insurance lapse during the contract term, requests forpayments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifIcations , and shall be maintained in compliance with these additional specifIcations throughout the duration of the Contract, or longer, if so noted. 1]A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. DocuSign Envelope ID: 2241 1994-EIDC434F-8137-22D83F60C674 If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. •Coverage B shall include personal injury. •Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: •Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. •Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. U Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with CombinedSingle Limits (CSL) of not less than 8500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned, hired and non-owned autos. []Workers’ Compensation Insurance Contractor shall purchase and maintain Worker’s Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer’s Liability limits of at least $100,000 for each accident, $100,000 per eachemployee, and a $500,000 policy limit for occupational disease. The City need not benamed as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with 6406.096 DocuSign Envelope ID: 2241 1994-EIDC434F-8137-22D83F60C674 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). []Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor’s operations under this contract. Coverage shall be on an ’'occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X]Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. []Builders1 Risk Insurance Builders’ Risk Insurance, on an All-Risk form for 100% of the completed value shall beprovided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. []Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. []Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 22411994-EIDC434F-8137-22D83F60C674 ATTACHMENT 1 11 Workers’ Compensation Coverage for Building or Construction Projects forGovernmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC- 81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers’ compensationinsurance coverage for the person's or entity’s employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor’s/person's work on the project has been completed andaccepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supplydeliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverageperiod, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: DocuSign Envelope ID: 2241 1994-EIDC-434F-8137-22D83F60C674 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers’ Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutoryrequirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; DocuSign Envelope ID: 2241 1994-EIDC434F-8137-22D83F60C674 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6)notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change thatmaterially affects the provision of coverage of any person providing services on the project; and Contractually require each person with whom it contracts, to perform as requiredby paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 7) J.By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of thecontractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 2241 1994-EIDC434F-8137-22D83F60C674 CONFLICT OF INTEREST QUESTIONNAIRE -For vendor or other person doing business with local governmental enti This questionnaire reflects changes made to the law4th Leg., Regular Sessm FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship asdefined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thedate the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is amisdemeanor. a Mty.sawko & Burroughs , P.C TH Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate. d Name of loca1 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 relationshipas defIned by Section 176.001(1-a), Local Government Code, Attach additional pages to this Form CIQ as necessary. A Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?E „“m ,„, B,Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officernamed in this section AND the t&xable income is not received from the local governmental entity?[] Yes B] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? = Yes E No D Describe each employment or business and family relationship with the local government officer named in this section 4 5 El 1 have no Conflict of Interest to disclose. J;;Km 3/9/2022 Signatur; ofvend8; doing business with the governmental entity Date [k)cuSign Certificate Of Completion Envelope Id: 22411994EI DC434F813722D83F6C)C674 Subject: Please DocuSign: City Council Contract 7907 Source Envelope: Document Pages: 28 Certificate Pages: 6 AutoNav: Enabled Envelopeld Stamping: Enabled Status: Completed Signatures: 6 Initials: 1 Envelope Originator: Erica Garcia 901 B Texas Street Denton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)erica ,garcia@cityofdenton.comIP Address: 198.49.140.10 Record Tracking Status: Original 3/9/2022 9:36:45 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: 3/9/2022 9:39:21 AM Viewed : 3/9/2022 9:40:03 AM Signed: 3/9/2022 9:41 :00 AM Completed Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 3/9/2022 9:41 :03 AM Viewed: 3/9/2022 10:37:07 AM Signed: 3/9/2022 10:39:49 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 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) •DoeuSigrnd by:1 At&rLLLhLBDUb.48070831 B4AA438. Sent: 3/9/2022 10:39:52 AM Viewed: 3/9/2022 10:50:41 AM Signed: 3/9/2022 10:51 :28 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Gregory Sawko gsawko@dentonlawyer.com CEO Sawko & Burroughs, P.C Security Level: Email, Account Authentication(None) 'D(nuSigned by:I "w '„”157AF92B51 13468. Sent: 3/9/2022 10:51 :32 AM Viewed: 3/9/2022 10:51 :56 AM Signed: 3/9/2022 11:03:57 AM Signature Adoption: Pre-selected Style Using IP Address: 47.184.76.124 Electronic Record and Signature Disclosure:Accepted: 3/27/2018 9:47:07 AMID: 5c9be577-16f9-402 1-alc0-bfa8698d9c08 Signer Events Cassandra Ogden Cassandra .Ogden@cityofdenton.com Director of Finance City of Denton Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 3/9/2022 1 1 :04:00 AM Viewed : 3/9/2022 11:12:19 AM Signed: 3/9/2022 11:12:32 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton,corn Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 3/9/2022 11:12:36 AM Viewed: 3/23/2022 10:11 :27 AM Signed: 3/25/2022 10:48:38 AMUsing IP Address: 198.49.140.10 Sara Hensley sara . hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) •DocuSigned by:I SA,n A%#£9 ' 523608296270423 Sent: 3/25/2022 10:48:41 AM Viewed: 3/25/2022 12:22:33 PM Signed: 3/25/2022 12:22:50 PM Signature Adoption: Pre-selected Style Using IP Address: 107.77.233.145 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) Sent: 3/25/2022 12:22:52 PM Viewed: 3/25/2022 12:24:13 PM Signed: 3/25/2022 12:24:54 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 3/25/2022 12:24:13 PMID: c4e5109f-c65b-4116-8ea3-96fC)4f6173f6 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne,defee@cityofdenton.corn Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 3/9/2022 9:41 :03 AM Carbon Copy Events 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 Status Timestamp Sent: 3/9/2022 1 1:12:36 AM Viewed: 3/9/2022 11 :27:06 AM City Secretary Office citysecreta ry@cityofdenton . com Security Level: Email, Account Authentication (None) Electronic Record and SIgnature Disclosure:Not Offered via DocuSign Sent: 3/25/2022 12:24:58 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 3/9/2022 9:39:21 AM 3/25/2022 12:24:13 PM 3/25/2022 12:24:54 PM 3/25/2022 12:24:58 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: Gregory Sawko, 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. 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