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22-1379ORDINANCE NO. 22-1379 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACTWITH TECHNOLOGY ASSETS, LLC, DBA GLOBAL ASSET, THROUGH THE BUYBOARD COOPERATIVE PURCHASING NETWORK CONTRACT # 661-22, FOR THESERVICE OF ASSET RECOVERY AND RECYCLING FOR RETIRED TECHNOLOGYASSETS FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8017 – AWARDEDTO TECHNOLOGY ASSETS, LLC, DBA GLOBAL ASSET, FOR A THREE (3) YEARTERM) WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed andrecommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, this procurement was undertaken as part of the City’$ governmental function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved andaccepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the “File Number” referenced herein and on file in office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILENUMBER VENDOR 8017 Technology Assets, LLC, dba Global Asset SECTION 2. By the acceptance and approval of the items set forth in the referenced filenumber, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment,supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City’s ratification of bids awarded by the Buy Board Cooperative Purchasing Network, 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, and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, 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 items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was seconded by JIam the following vote []_ - in : All':made by andir,'0 no Id approved by. This ordinance was passl Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 :Brian Beck, District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: b/ / aU/ b/’F1/ PASSED AND APPROVED thi, th, \qb d,y GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY 1\\11111111 az _I az APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella LunnDN: cn=MaKella Lunn, o, ou=CityBY. b)J,tVta-fl \)}IIb ::.:::',:: I„H,J.„@wMd„t.1# 1 ' –n,com,c=US Date: 2022.06.1 6 10:52:57 -05'00' DocuSign Envelope ID: DB84DDB8-2D784FBC-94D3-82E65CICDAA5 DENTON Docusign City Council Transmittal Coversheet coop F 8017 I I !LV IN alIIE I - - - '--- + -'VVV - V - / H"H '- UV/ V ' ' ' '= Purcha,i,g Contact c ''1 p '"=‘ City Council Target Date JULY 19’ 2022 Piggy Back Option Contract Expiration Ordinance 22 1379 l• Vb rtF/ F/ 1 1 qU \AV lb JULY 19, 2025 DocuSign Envelope ID: DB8tDDB8-2D78JIFBC-94D342E65CICDAA5 CONTRACT BY AND BETWEEN cru OF DEMON, TEXAS AND TECEnVOLOGY ASSETS, LLC, DBA GLOBAL ASSET (File # 8017) THIS CONTRACT is made and entered into this date 07/19/2022 , by and between Technology Assets, LLC, dba Global Asset, a Texas Limited Liability Company, whose address is 1815 Monetary Lane, Suite 100, Carrollton, Texas 75006, hewhafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designw. For and in consideration of the covenants and agreements contained herein, and for the mutual bene6ts to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide services in accordance with the Supplier’s Retired IT Asset Recovery & Recycling SOW, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit “C”. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a)(b) (C) (d) (e)(f)(g) Special Terms and Conditions (Exhibit “A”); BuyBoard Cooperative Purchasing Contract #661-22 with Technology Assets, LLC, dba Global Asset, (Exhibit “B” on file at the office of the Purchasing Agent); Technology Assets, LLC, dba Global Asset Retired IT Asset Recovery & Recycling SOW(Exhibit “C’); Technology Assets, LLC, dba Global Asset Master IT Recovery & Recycle Agreement (Exhibit “D’);CertiBcate of Interested Parties Electronic Filing (Exhibit “E”); Insurance Requirements (Exhibit “F”); Form CIQ – Conflict of Interest Questionnaire (Exhibit "G") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or sewioes 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 ascribedto those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifres that Contractor’s signature provides written vaification to the City that Contractor: (1) does notboycott 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. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written vwification &om the company that it (1) does not boycott energy companies; and (2) will not boycott File# 8017 DacuSign Envelope ID: DB84DDB8-2D784FBC-94D3-82E65CICDAA5 energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifres that Contractor’s signature provides written verification tothe City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy contpanies during the term of the agTeernent. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm TradeAssociations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or fireunr trade association. The terms “discriminate against a firearm entity or firearm trade association,” “fireaun entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City thatContractor: (1) does not have a practice, policy, guidance, or directive that discriwRnates against a firearm entity or fIrearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or fIrearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Businws with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 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, Contractor certipes that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, 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 considereda material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City ofDenton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest ofthe company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country 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. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. File# 8017 DocuSign Envelope ID: DB84DDB8-2D78dIFBC-94D342E65CICDAA5 SUPPLIER CITY OF DENTON, TEXAS BY:CLub e \Ja .AUTHORIZED SIGNATURE DoeuSlgn8d by: BY: I hH+@ ,EY. CITY MANAGERHs Printed Name:A„'> + \,Je„'b Title: ago ATTEST: ROSA RIOS, CITY SECRETARY }\+, be\ . Sag IPHONE NUMBER 'DocuSlgned by: AM rEXssa ObJDRESS 1295 CERTIFICATE NUMBER BY: IRMARi% IC5CA8C5EI 75493 APPROVED AS TO LEGAL FORM: MACK REI)fWAND, CITY ATTORNEY %04BHS q 998 STEXAS ETHICS coMbassioN THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. Lei sha Mel ne PRINTED NAME chief Technology off1 cerTITLE Technology servi ces DEPARTMENT File# 8017 DocuSign Envelope ID: DB84DDB8-2D78zIFBC-94D342E65CICDAA5 Exhibit A Special Terms and Conditions 1. Contract Term The contract term will be three (3) years, effective &om date of award or notice to proceed as determined by the City of Denton Purchasing DeparUnent. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6)months 2. Total Contract Amount The contract total for services will be at no cost to City per Exhibit C attached. 3. Access to Sensitive Data and Authorization Contractor represents to City that (i) Contractor will comply with DoD 5220.22-M standards for all data destruction services, and (ii) Contractor will provide City a Certi6cate of Data Destruction & Disposition at project completion. Additionally, Contractor hereby agrees that any sensitivedata, personal health information, personal identification data, and other data that could be found in any of the IT assets delivered to the Contractor for destruction will be destroyed and no copies will be made. Contractor must notify City with respect to any potential breach of this obligationimmediately. File# 8017 DocuSign Envelope ID: DB84DDB8-2D784FBC-94D342E65CICDAA5 (©GLOQALy AlgEr 1815 Monetary LaneSuite 100 Carrollton, TX 75006 972-695-8600 Exhibit C DATE: April 12, 2022 TO: City of Denton ATTENTION: Shannon MejiaSUBJECT: Retired IT Asset Recovery & Recycling SOW Global Asset’s clear mission is to provide a single source program & minimize your cost, while maximizing your ROI by working with City of Denton to identify your needs and customize a program. It is Global Asset’s responsibility to provide these solutions in a way that helps keep our planet beautiful by delivering a scalable recovery &recycling program adhering to our strict Zero Landfill Policies. Global Asset will provide an IT asset disposition strategy / program outlined in this document for your retired IT assets. The City of Denton has the option to select payment terms via company check or take advantage of Global Asset’s Innovation Voucher Program that can be redeemed for any IT products or IT Services Global Assetoffers for all retired IT assets deemed to have value in today’s market. Global Asset’s Logistics Program Includes: •Provide single point of contact for your Technology Support Department. • Scheduled pick up & transportation of your retired IT assets from your designated centralized location(s) ! •Provide man power & equipment to load and remove retired IT assets! •Global Asset will provide detailed / asset audit report by me., model, s/n, configuration for all assets recovered by Global Asset deemed to have value in today’s market. Assets deemed to have zero value in today’s market (fax, AV stands, printers, older projectors ...) will be audited by equipment type, qty., and weight. Older TV’s & CRT’s can be recycled for a fee of .35 cents per pound. •Complete D.O.D. compliant 5220. 22M data destruction service for all HDD’s. • Adhere to Strict Zero Landfill Policy. • Issue Certificates of Data Destruction & Disposition for your Asset ManagementDept... 0 C U S i g n E n V e I O P e 1 D : D B 8 4 D D B 8 = 2 1E) 7 8 Ac1LF BC + 94 D 342 E 65 Cl CDM 5 A OVERY & REC : {} II O:ez; LI:; 1 1 ]5( e s e 1 1 e r C gMl SincereIyJ Tom Earley gIrl:1Iss::velopment Manager Ph. 972-318-2600 # 5010 DocuSign Envelope ID: DB84DDB8-2D782IFBC-94D342E65CICDAA5 IT Lifecycle Management Exhibit D BUY BOARD APPROVED # 661-22 MASTER IT RECOVERY & RECYCLE AGREEMENT Master Recovery Agent Agreement (“Agreement”) dated as of (H/12/2022 between Technology Assets LLC, DBA Global Asset, A Texas Corporation with an office located at 1815 Monetary Lane, Suite 100 Carrollton, TX 75006 (“Agent") & The City of Denton located at 601 East Hickory Street, Denton, Texas 76205 (“Owner"). Owner owns and utilizes certain computer, data processing, telecommunications or other general equipment (collectively, the “Equipment") in the ordinary course of its business, which from time to time becomes underutilized or surplus and requires storage, refurbishing, scrapping and remarketing. Owner desires to engage Agent and Agent desires to accept such engagement to dispose of the Equipment on behalf of Owner under the terms and conditions set forth below. NOW, THEREFORE, Owner and Agent agree as follows: 1. Appointment: The Owner appoints Agent as Its agent to store, refurbish, remarket, sell or otherwise dispose of (collectively, "Recover"} the equipment pursuant to the procedures specified herein. 2. No Discrimination: TIe parties understand and agree that Agent is engaged in the business of buying, selling and leasing equipment similar to Owner’s for other owners. Agent agrees to dispose / remarket the equipment so as to neither favor nor discriminate against Owner or any other o'wner for which Agent is performing Remarketing services for like Equipment. 3. Deliverv of Equipment: Agent shall at its own expense recover the Equipment Owner designates as recovery. 4. Warranty of Title: Owner represents and warrants to /Went that it has good and marketable tItle to all Equipment delivered to Agent hereunder, free and clear of all security interests, mortgages, liens, pledges, claims, charges or encumbrances of any kind. 5. Records: Agent shall maintain and provide Owner with a detailed audit by serial number of all assets of value, counts of equipment scrapped, and certificates covering the performance of data destruction as well as disposal. File# 8017 DocuSign Envelope ID: DB84DDB8-2D784FBC-94D3-82E65CICDAA5 IT Lifecycle Management 6. Expenses: Agent shall bear all handlin& billin& shipping, collection and travel expenses incurred by Agent in connection with bundled recovery activities. 7. Payment: Instances where recovered assets yield a fair market value, payment will be made to Owner within 30 calendar days of processing completion. Payment will be made in the form of company check, certified check, wire transfer, or innovation vouchers (valid for 12 months). 8. Term: The term of this agreement shall be for 1 year and commence once this document has been executed by obtaining the necessary signatures from the authorized party for both the Agent and Owner. This agreement will automatically renew for one year. Either PartY may cancel thIs agreement with a thirty-day written notification. 9. MIscellaneous: A. Amendments: This Agreement and any Recovery Schedule may only be amended by a wrItIng signed by the parties hereto. B. EntIre Agreement: This Agreement supersedes all previous arrangements Agreements, whether written or oral and comprises the entire agreement of the parties. or C. Survival: The representations and agreements in the Agreement shall survive the execution and delivery of this Agreement and consummation of any transaction hereunder. This Agreement shall be binding on and insure to the benefit of the parties, their respective successors and assigns. D. Global Asset can no longer provide a zero cost recycle program for older model tube type TV’s or CRT’s. As a single source IT recycling partner Global Asset can provide this recycling service for a competitive S .35 cents per pound for TV’s & CRT monitors when bundled with our Retired IT Asset Recovery and Recycling Programs. OWNER, The City of Denton AGENT, Technology Assets LLC aM–l.J.b–Name (signature)Name (signature) eto TItleTitle 'gqL'a‘Date ‘Date File# 8017 DocuSign Envelope ID: DB84DDB8-2D78zIFBC.94D342E65CICDAA5 (©GLOQAby Aq gET 1815 Monetary LaneSuite 100 Carrollton, TX 75006 972-695-8600 Exhibit C DATE: April 12, 2022 TO: City of DentonATFENTION: Shannon Mejia SUBJECT: Retired IT Asset Recovery & Recycling SOW Global Assefs clear mission is to provide a single source program & minimize your cost, while maximizing your ROI by working with City of Denton to identify your needs and customize a program. It is Global Asset’s responsibility to provide these solutions in a way that helps keep our planet beautiful by delivering a scalable recoveIy & recycling program adhering to our strict Zero Landfill Policies. Global Asset will provide an IT asset disposition strategy / program outlined in this document for your retired IT assets. The City of Denton has the option to select payment terms via company check or take advantage of Global Asset’s InnovationVoucher Program that can be redeemed for any IT products or IT Services Global Asset offers for all retired IT assets deemed to have value in today’s market. Global Assefs Logistics Program IQCludes: •Provide single point of contact for your Technology Support Department. • Scheduled pick up & transportation of your retired IT assets from your designated centralized location(s)! •Provide man power & equipment to load and remove retired IT assets! •Global Asset will provide detailed / asset audit report by nfs, model, s/n, configuration for all assets recovered by Global Asset deemed to have value in today’s market. Assets deemed to have zuo value in today’s market (fax, AV stands, printers, older projectors.. .) will be audited by equipment type, qty„ and weight. Older TV’s & CRT’s can be recycled for a fee of .35 cents pm pound. •Complete D.O.D. compliant 5220. 22M data destruction service for all HDD’s. • Adhue to Strict Zero Landall Policy. • Issue Certificates of Data Destruction & Disposition for your Asset Management Dept... DocuSign Envelope ID: DB84DDB8-2D78JIFBC-94D3-82E65CICDAA5 IT LIfecycLe Management •Single source for every aspect of your IT asset’s life (procurement, imaging,configuration, installation, redeployment, warranty repair, & IT recovery, recycling & disposalDIR Reseller Authorized Dell Reseller HUB Certified Buy Board IT Recycling ApprovedROI for Retired IT Assets deemed to have value • • • Thank you in advance for your time & consideration w/ the hopes of earning your business. Should you require any modifications or additional services to this program Global Asset isopen for discussion to meet your districts requirements. Sincerely, Tom Earley Business Development ManagerGlobal AssetPh. 972-318-2600 # 5010 DocuSign Envelope ID: DB84DDB8-2D784FBC-94D342E65CICDAA5 Exhibit E Certificate ofInterwted 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 Contractor submits a disclosureof interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronicallywith the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded,in accordance with Government Code 2252.908. The contractor shall: 1. 2. 3. 4. 5. 6. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ Register utilizing the tutorial provided by the StatePrint a copy of the completed Form 1295 Enter the Certiacate 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. Contract 1234 – Form 1295) (EX: The City 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. File# 8017 DocuSign Envelope ID: DB84DDB8-2D784FBC-94D3-82E65CICDAA5 Exhibit F nqsuRANCE REQUEREMEIfrs ANDWORKERS’ CONnENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which thesuccessful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities ofthe Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance includingany applicable addendum or endorsements, containing the contract nwmber and title of the projectContractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requiremertts shall comply with thefollowing general specifIcations, and shall be maintained in compliance with these general speciflca6ons 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 or better. •Any deductibles or self-insured retentions shall be declared in the proposal. If requested by theCity, 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 defenseexpenses Liability policies shall be endorsed to provide the following:• • Name as Additional Insured the City of Denton, its Officials, Agents, Employees andvolunteers. • 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 or materially changed 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 thecontract term which give rise to claims made after expiration of the contract shall be covered. File# 8017 DocuSign Envelope ID: DB84DDB8-2D784FBC-94D3-82E65CICDAA5 • 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, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contracl 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. SPEC]FIC ADDITIONAL DfSURANCE REQUIREMENTS: All insmance policies proposed or obtained in satisfaction ofthis Contract shall additionally comply withthe following marked specifIcations, and shall be maintained in compliance with these additional specifications throughout the dmadon of the Contract, or longer, if so noted: [X]A. General Liability Insurance: General Liability insurance with combined single limits of not less than SI,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 excesspolicies 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 contracl personal injury liability and broad form property damage liability. Pq Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than S500,000 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 File# 8017 DocuSign Envelope ID: DB@IDDB8-2D78zIFBC-94D3-82E65CICDAA5 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. [X]Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ 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 each employee, and a $500,000 policy limit for occupational disease. The City need not be named 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 inaccordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). []Ownerls and Contractorts Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the workunder this contract, an Ownerts 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 Contractorls 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 liabilityinsurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a Sl,000,000.00 aggregate. []Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to thecontractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [xI Professional Liability Insurance Professional liability insurance with limits not less than SI,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. []Builders’ Risk Insurance Builders1 Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as theirinterests may appear. []Environmental Liability Insurance Environmental liability insurance for $ 1,000,000 to cover all hazards contemplated by this contract. File# 8017 DocuSign Envelope ID: DB84DDB8-2D784FBC-94D3-82E65CICDAA5 []Riggers Insurance The Contractor shall provide coverage for Rigg w’s Liability. Said coverage may be provided by aRigger’s Liability mdorsement on the existing CGL coverage; through and Installation Floatercovering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage []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 6delity 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. File# 8017 DocuSign Envelope ID: DB84DDB8-2D78JIFBC-94D3-82E65CICDAA5 ATrACEMENr I []Workers’ Compensation Coverage for Building or Construction Projects for GovernmentalEntities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate ofauthority to self-insure issued by the commission, or a coverage agreement (TWCC-81,TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance 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 untilthe contractor's/person's work on the project has been completed and accepted 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 provideservices on the project. 'lSewices" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service relatedto a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, 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 requirementsof 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 beingawarded 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 coverage period, file a new certificate of coverage with the governmental entity showing that coverage has beenextended. E.The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 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 File# 8017 DocuSign Envelope ID: DB81DDB8-2D784FBC-94D342E65CICDAA5 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 serviceson the project that they are required to be covered, and stating how a person may veri B,coverage and report lack ofcovmage. 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 statutory requirements 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 personproviding 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 coverageshowing 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. 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 coverageends during the duration of the project; 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 that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 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 the contractor 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 appropriateinsurance carrier or, in the case of a self-insured, with the commission’s Division of Self- File# 8017 DocuSign Envelope ID: DB84DDB8-2D78-+FBC-94D3-82E65CICDAA5 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 brbaoh of contract by the contractor which entitles the governmental entity to declare the contract void if the contractordoes not remedy the breach within ten days after receipt of notice of breach from the governmental entity. File# 8017 DocuSign Envelope ID: DB84DDB8-2D78dIFBC-94D3-82E65CIC[2A45 , .=’" -"--''---’ '-’' -’-’-’ '-'--’ --’' -' " --- - '-- -’----’- '-E'ihl bit G CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other person doing business with local governmental entit' This questionnaire reflects changes macby H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001 (1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after th.date the vendor becomes aware of facts that require the statement to be filed . See Section 176.006(a-1 ), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.misdemeanor.a W An offense under this section is a Technology Assets , LLC, dba Globa1 Asset 2 1 1 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.) 3 Name of local government officer about whom the information in this section is being disclosed. N/A Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(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?n „“n ~. B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity?= Yes n 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?a Yes = No D Describe each employment or business and family relationship with the local government officer named in this section. 4 5 Lg I have no Conflict of Interest to disclose. £rtLS K. thIs 6/13/2022 SignatuM liness with the governmental entity Date DocuSign Envelope ID: DB84DDB8-2D784FBC-94D342E65CICDAA5 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG, 1 76.htm. For easyreference, below are some of the sections cited on this form. Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on:(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency ofa federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase orleaseofgoods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by7 and reporting to, that agency. Local Government Code q 176.003(a){2){A) and {B): (A) Alocal government officer shall file a conflicts disclosure statement with respect to a vendor if:(2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that(i) a contract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the val(km (B) has given to the local govemmentomcer ora family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-month periodpreceding the date the officer becomes aware that:(i) a contract between the local govemmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006{a) and fa-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and; ( 1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family memberofthe officer, described by Section 176.003(a)(2)(A); (2) has given a local govemment officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specifiedby Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local govemmental entity. (a- 1) The completed conflict of Interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local govemment officer, or a family member of the officer,described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or(C) of a family relationship with a local government omcer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3"i degree of affinity fmarriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public rightx)f-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1 ) year, 'orm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015 [kx:uSign Certificate Of Completion Envelope Id: DB84DDB82D784FBC94D382E65CICDAA5 Subject: Please DocuSign: City Council Contract 8017 - IT Asset Recovery and Recycling Status: Completed Source Envelope: Document Pages: 21 Certificate Pages: 6 Signatures: 5 Initials: 1 Envelope Originator: Cori Power 901 B Texas Street Denton, TX 76209 cod.power@cityofdenton.com IP Address: 198.49.140.104 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 6/1 3/2022 10:08:58 AM Holder: Cori Power cori .power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Sent: 6/1 3/2022 10:14:08 AM Viewed: 6/1 3/2022 10:14:20 AM Signed: 6/13/2022 IC):15:41 AM Cori Power cori.power@cityofdenton.com Senior Buyer Completed City of Denton Using IP Address: 198.49.140.104 Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Lori Hewell lori .hewell@cityofdentan.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 6/13/2022 10:15:45 AM Viewed: 6/1 3/2022 10:28:14 AM Signed: 6/1 3/2022 10:28:21 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) Sent: 6/1 3/2022 10:28:24 AM Viewed: 6/1 3/2022 2:39:11 PM Signed: 6/13/2022 2:39:56 PM Signature Adoption: Pre-selected Style Using IP Address: 47.24.6.135 Electronic Record and Signature Disclosure:Not Offered via DocuSign ArIes R. Wells Awells@globalassetonline.com CFO Technology Assets, LLC Security Level: Email, Account Authentication(None) DoeuSlgn•d br rIbs & tAkILs A374E29FIC2&46E.[d Sent: 6/13/2022 2:39:59 PM Viewed: 6/1 3/2022 3:03:26 PM Signed: 6/1 3/2022 3:04:03 PM Signature Adoption: Pre-selected Style Using IP Address: 47.190.89.38 Electronic Record and Signature Disclosure:Accepted: 6/1 3/2022 3:03:26 PMID: 9b8bOccf4f6e4488-b49f-9a868875772e Signer Events Leisha Meine Leisha.Meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication(None) Signature 'Duugbned bryn I {Blu MawD60D 1 57ADABC4D5. Timestamp Sent: 6/13/2022 3:04:07 PM Viewed: 6/14/2022 2:25:23 PM Signed: 6/14/2022 2:25:40 PM 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.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 6/14/2022 2:25:45 PM Viewed: 7/20/2022 8:00:49 AM Signed: 7/20/2022 8:01 :06 AMUsing IP Address: 198.49.140.104 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 7/20/2022 8:01 :10 AM Viewed: 7/20/2022 8:03:03 AM Signed: 7/20/2022 8:03:16 AM Signature Adoption: Pre-selected Style Using IP Address: 107.77.200.213 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) 'Docu31gn•d by:I R+uRLBI IC5CA8C5E 175493. Sent: 7/20/2022 8:03:20 AM Viewed: 7/20/2022 12:59:08 PM Signed: 7/20/2022 12:59:26 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 7/20/2022 12:59:08 PMID: 64d4e189-d3cb219bb-92cc-ec93d7ccca79 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Status Timestamp Certified Delivery Events 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 Status Timestamp Sent: 6/1 3/2022 10:15:45 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: 6/14/2022 2:25:45 PM Viewed: 6/1 6/2022 8:07:49 AM I City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 7/20/2022 12:59:30 PM Viewed: 7/20/2022 5:26:30 PM Shannon Mejia Shannon.Mejia@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 7/8/2022 12:28:32 PMID: 30326cb4-7cd74692-ab7c-e2385917d5ad Sent: 7/20/2022 12:59:30 PM Viewed: 7/20/2022 1 :08:29 PM Stephanie Padgett Stephanie.Padgett@cityofdenton.comTS Administrative Assistant City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 7/20/2022 12:59:31 PM 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 Sent: 7/20/2022 12:59:32 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 6/1 3/2022 10:14:08 AM 7/20/2022 12:59:08 PM 7/20/2022 12:59:26 PM 7/20/2022 12:59:33 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: ArIes R. Wells, Rosa Rios, Shannon Mejia ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. 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