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22-1603ORDiNANCE NO. 22-1603 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZHqG THE CITY MANAGER TO EXECUTE A CONTRACT WITHLABOR FIRST, LLC DBA RETIREE FIRST, LLC, TO PROVIDE ADMINISTRATION OF POST-65 RETIREE MEDICAL/RX COVERAGE FOR THE CITY OF DENTON RETIREES;PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE OF JANUARY 1, 2023 (RFP 7981 – AWARDED TO LABOR FIRST, LLCDBA RETIREE FIRST, LLC, FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2)ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO- EXCEED AMOUNT OF $7,790,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals Administration of Post-65 Retiree Medical/Rx coverage for the City of Denton retirees; and WHEREAS, the City Manager, or a designated employee, has received, 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 WHEREAS, this procurement was undertaken as part of the City’s 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 and acceptedherein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: 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. RFPNUMBER CONTRACTOR AMOUNT 7981 Labor First, LLC dba Retiree First, LLC $7,790,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer ofthe 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 . H + r' SECTION 3 . That should the City and person submitting approved and accepted items 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, ,pp„,, thi, „di„,„,, w„ m,d, by <JeSSe hDl S ,„d seconded by % ial\ bce . This ordinance was passed and approved by the following vote U - n: Aye V/ U V/ P/ 34/b/ Nay Abstain Alnent 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: PASSED AND APPROVED this the tEN day A,auof 2022 nFA–fMii6fpmrMRT–ol a + P U l• i -/& t)I I T • f ATTEST: ROSA RIOS, CITY SECRETARY ,\\\IlIINI A 7<}/.d, APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by MarcellaLunn DN: cn=Marcella Lunn, o.I –-la3nton.coTTHJF––-– Date: 2022.07.28 1 3:28:45 -05'OO' JU\\\ ::,=i:Tr=r:,:l=T,nH„@dty,BY:\x#ucKJd\ H ; / ;r ! I / r1: : : DocuSign Envelope ID: C5D4C5El-2F51-4FBl-AFCl-BF8B29A6B38B DENTON Docusign City Council Transmittal Coversheet 7981 File Name Post–65 Retlr ee Coverage P.„h„i,gC,.t„t Gl"Y ' ’'""'== City C,,„iI T„g,t D,t, " -'-;" 16’ 2022 Piggy Back Option Contract Expiration Ordinance KI- r Yes AUGUST 16, 2027 22-1603 DocuSign Envelope ID: C5D4C5El-2F514FBl-AFCl-BF8B29A6B38B RENEWAL AMENDMENT TO CONTRACT BETWEENCITY OF DENTON, TEXAS AND LABOR FIRST, LLC(Contract #7981) This Renewal Amendment to Contract (Contract 7981) (this Amendment) is entered intobetween the City of Denton, Texas (City) and Labor First, LLC DBA Retiree First, LLC(Supplier). Background The City and Supplier have previously entered into Contract (6807), as amended (theAgreement). Initially capitalized terms used but not otherwise defined in this Amendment willhave the meanings set forth in the Agreement. The parties desire to amend the Agreement asfollows 1 Effective Date The terms of this Amendment are effective as of January 1, 2023 . 2 Contract Term Section 1 of Exhibit A will be deleted and replaced in its entirety with the following: The contract term will be three (3) year, effective from date of award. The City and theSupplier shall have the option to renew this contract for an additional two (2) one-yearperiods. The Contract shall commence upon the issuance of a Notice of Award by the City ofDenton and shall automatically renew each year, from the date of award by City Council.The Supplier’s request to not renew the contract must be submitted in writing to thePurchasing Manager at least 60 days prior to the contract renewal date for each year. At thesole option of the City of Denton, the Contract may be further extended as needed, not toexceed a total of six (6) months. 3 Proposal Attachment 1 to this Amendment includes the Proposal from Labor First, LLC. 4 Total Contract Amount The contract total for the continued services shall not exceed 87,790,000. 5 Scope The SUPPLIER shall perform all those services as necessary and as described in theOWNER’s RFP 7981 – Post 65 Retiree Coverage, which is on file at the purchasing office. 6 Updated contract number This Amendment constitutes a new agreement beginning on the Effective Date between theparties incorporating, except as amended herein, all the terms and conditions in theAgreement for all intents and purposes. Such Agreement will have contract number 798 1. Confirmation of Agreement This Amendment (together with all exhibits attached hereto) constitutes the entireagreement between the parties regarding the matters of this Amendment and supersedes all 1 DocuSign Envelope ID: C5D4C5El-2F51-+FBl-AFCl-BF8B29A6B38B prior and contemporaneous agreements and understandings regarding the matters of thisAmendment. In the event of a conflict between this Amendment and the Agreement as itrelates to the matters of this Amendment, the terms of this Amendment will control. Otherwise, all terms and conditions of the Agreement will remain in fall force and effectand likewise apply to this Amendment. Authorized Signatures City of Denton, Texas /–-DoeuSlgn•d bIC Byl S444Hth4tl? \ 523808206270423 Name. Sara Hensley Labor First, LLC DBA Retiree First, LLC DoeuSlgn ed by: By,I aM&4w1 frASO FD6Fl £F4C4...Anthony FrascoName Title' Clty Manager Title. President & CFO Date: 8/17/2022 Date .7/25/2022 ATTEST:THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. ROSA RIOS, CITY SECRETARY DocuSlgn•d by: BY:1 R&HR&H 'DocuSlgn•d by: ;Arall Lrdllll/ 38042 1 E9664D44DSIGNATURE Sarah Kuchler PRINTED NAME APPROVED AS TO LEGAL FORM:Director of Human Resources MACK REINWAND, CITY ATTORNEY TITLE Human Resources DoeuSlgn•d by: dAX 4B070831B4AA438 DEPARTMENT DocuSign Envelope ID: C5D4C5El-2F514FBl-AFCl-BF8B29A6B38B liTIIAttachment 1 2023 RENEWAL PACKAGE PREPARED FOR: City of Denton july 77, 2022 •< f\ in Br14fb /1 in lb BaC\aFl rirlr 1 JrlvQ hI IIIO it Ill FVIT_ I G]llrQl_ New lo]rKvev t J6L Jr)4 Fnlf I o)Ii–Free: OUU./ ID.U//4 1 JVICIIli: ODO./OU.DZIO I Fax: ODD./OU.DILj0 000 Midlantic E nin: 8 8 1 Fax: 8 www . retireeti rst_com DocuSign Envelope ID: C5D4C5El-2F514FBl-AFCl-BF8B29A6B38B Retireefirsf 1000 Midlantic Drive, Suite 100, Mt. Laurel, New Jersey 08054 Toll-Free: 800.716.0774 1 Main: 856.780.6218 1 Fax: 856.780.6248 www.retireefirst.com July 11, 2022 City of Denton 601 E Hickory St. Denton, TX 76205 RE: Renewal Rates for 2023 Dear Plan Sponsor: I wanted to thank you for allowing Retina First to provide Benefit Services to your retirees. We look forward to continuing to assist them in all aspects of their plan needs. With the upcoming 2023 Plan Year, we have been analyzing market trends, working with carriers to seek competitive bids and negotiate your renewal on your behalf to provide the best option for your Plan and its beneficiaries. Enclosed please find the R8tiree First Renewal Package and Rate Analysis for your review. We have included the following information for review and are available at any time to discuss any questions or concerns you may have. > Population Demographics > The Incumbent Renewal Rate > Renewal Addendum Again, it has been a pleasure advocating for your retirees. Please let us know if you have any questions. Sincerely, KV. IBM Anthony Frasco President & Chief Financial Officer Retiree First. LLC liTH Ul lyll l••WIIT \+IVFFU ID: C5D4C5El-2F514FBI.AFCl-BF8B29A6B38B City of Denton - POPULATION DEMOGRAPHICS: Geographic Retiree Residence Chart (202 Apx. Total Participants): NORT Fl HaS} IING TON YRSINT ANA DAKOTA S OUT 1IDAKOTAOREGON IDA IIO }I C= IO'rVANEBRASKA IVY aMI KEN TUC X y VJ tR'GI :Nil A OK LetI aM A T ENN'[ ss [ I' crgo?JIu A frO U : tICAROLINA /Alt='$' C [ OR GIA FLORIDA NEW MEXICO itS:o T A ae VI I a r;pn 1::[1 1:/ Y/ ]CAN ILL -' NO 'S Xa P aLas P& A Lb!!L• WPPt: %/+ ''q6 baa\r :an Retiree Population Age Chart (202 Apx. Total Participants): Number of Lives per Age 3 :8albaLS 20 I67 68 69 70 7 1 72 73 74 75 76 77 78 79 80 81 82 83 &4 85 86 87 88 90 91 Eligibility counts may vary JightV &ned on the date / time when the information was created Renewal for City of Denton - 2023 Prepared by noting First, LLC Page 3 of 9 6 Is 5II112I0 Patidpalt Age 9 47 54 59 61 62 65 66 Retireefrrst DocuSign Envelope ID: C5D4C5El-2F51-+FBl-AFCl-BF8B29A6B38B Summary of Key Contributing Factors to your Rx Renewal There are many factors that affect renewal rates including: claims, subsidy amounts, Health Insurer Fees (HIP) and regulatory changes. With changes in the regulatory landscape, there are corresponding changes impacting group underwriting. Below, please find information that has affected the marketplace for 2022 as well as pricing. • Affordable Care Act ('ACAD Health Insurer Fee ('HIFl - For 2023, the ACA HIF will continue to not be in effect. CMS Part D Threshold Changes - Annually CMS changes the thresholds for the donut hole and catastrophic levels. For 2023 the ICL is being increased from $4,430 to 94,660. The Troop is also being increased from $7,050 to $7,400. CMS Part D Manufacturers rebate - The manufacturers responsibility in the donut hole has been maintained at 70%. This will help to continue to offset plan cost to pharmaceutical manufacturers for expensive drugs especially. •Effect of COVID-19 - As many know COVID-19 has had a dramatic effect on healthcare. For 2022, the effect has been continued underutilization of the plan even with the surge of COVI D-19 treatments and testing. This is mainly the result of the delay in treatment for other diagnoses and conditions. It is estimated that the delay of these procedures will cause an uptick in costly procedures for 2023. It is also estimated that the delay in care could cause more complicated and advanced diagnoses for 2023 which are more costly to treat. Renewal for City of Denton - 2023 Prepared by Retiree First, LLC Page 4 of 9 Retireefirsf DocuSign Envelope ID: C5D4C5El-2F51dIFBl-AFCl-BF8B29A6B38B MEDICAL SUPPLEMENT BENEFIT: Current Medical Plan Design Deductible Part A Services Part B Services SO Covered 100% Covered 100% PRESCRIPTION EGWP BENEFIT: Current Rx Plan Design 90 Day Mail Order 90 Day Retail30 Day Retail $5 $12.50 $15 $25 $62.50 $75 $150 $180$60 $75 Limited to 1 monthLimited to 1 month Full Coverage Full, Comprehensive Non-Part D Only Custom - Max copay equals Tier 1 copays Standard Part D - Prior Authorization, Step Therapy, Quantity Limits Tier 1 Generics Tier 2 Pref. Brands Tier 3 Non-Pref. Brands Tier 4 Specialty Part D Gap Coverage Formulary Bonus Drug List Catastrophic Coverage Utilization Management > Plan includes 90 Day drug supplies for discounted copay except for Specialty medications, these are available at 30 day supplies only. Renewal for City of Denton - 2023 Prepared by Retiree First, LLC Page 5 of 9 Retireefirsf DocuSign Envelope ID: C5D4C5El-2F51-4FBl-AFCl-BF8B29A6B38B RENEWAL FINANCIAL ANALYSIS: PRODUCT: Medical Incumbent: MEDICARE SUPPLEMENT PLAN United American 2022 Current Incumbent $191.00 $462,984 Medical Rate Annualizedt Annualized Change % Change $207.00 $501,768 $38,784 8+38% $201.00 $487,224 $24,240 5,24% **United American has offered a rate cap of $217.08 for 2024. > All plans are quoted like-to-like and are accepted wherever Medicare is accepted in all 50 states PRODUCT: Part D Incumbent: PRESCRIPTION DRUG PART D EGWP Humana $180.05 $436,441 2023 RenegotiatedIncumbent $184.28 $446,695 $10,254 2,358/o $190.94 $462,839 $26,398 6,05% Rx Rate Annualized’ Annualized Change '/, Change ’ Annualized amounts are based on 202 retirees > Plans are quoted with robust formularies to minimize disruption. > Please note that medications can change tiers between carriers and between plan years. Renewal for City of Denton - 2023 Prepared by Retiroe First, LLC Page 6 of 9 Retireefirst DocuSign Envelope ID: C5D4C5El-2F514FBl-AFCl-BF8B29A6B38B COMBINED RENEWAL SUMMARY: MEDICARE SUPPLEMENT & PRESCRIPTION DRUG PART D EGWP 2022 Incumbent Rates 2023 RenegotiatedIncumbent Rates $l&4.28 $201.00 $385.28 Rx Rate PMPM Medical Rate PMPM Total Rate PMPM Total Annualized Total % Change $180.05 $191.00 $371.05 $899,425 Renewal for City of Denton - 2023 Prepared by Retiree First, LLC Page 7 of 9 Retireefirsf DocuSign Envelope ID: C5D4C5El-2F51-4FBl-AFCl-BF8B29A6B38B Renewal Contract Addendum Next Page Renewal for City of Denton - 2023 Prepared by Retiree First, LLC Page 8 of 9 Retireefirsf DocuSign Envelope ID: C5D4C5EI.2F51JIFBl-AFCl-BF8B29A6B38B Retiree First Renewal Contract Addendum: This Renewal Addendum extends the terms and conditions of the Retiree Benefit Management Services Agreement. This is to serve as notice of the 2023 renewal rates for your Organization’s Part D EGWP and Medicare Supplement plans for the period 1/1/2023 through 12/31/2023. The parties hereby accept the 2023 rate selected below which will be effective from 1/1/2023 through 12/31/2023. All other terms and conditions of the Retir8e Benefit Management Services Agreement previously executed between the parties shall remain in full force and effect for the new renewal term. Plan Selection: R Humana (Incumbent) Monthly Rate $184.28 PMPM Select with -X- Medical Plan Options Monthly Rate Select with -X United American (Incumbent)$201.00 PMPM 2023 $217.08 PMPM 2024 DocuSlon•d by: SHAH++IV s 8/17/2022 Date Retiree First Representative Signature Date Renewal for City of Denton - 2023 Prepared by Retiree First, LLC Page 9 of 9 Retireefrrsf DocuSign Envelope ID: C5D4C5El-2F51-+FBl-AFCl-BF8B29A6p;3gB CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other oerson doing business with local governmental enti' This questionnaire reflects changes made to the law by 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 definedby 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 thIdate 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 M Labor FIrst, LLC DBA Ret1 reeFirst, LLC An offense under this section is a 2 [X]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 day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d Name of local go„ernment officer abo„t whom the information in this section is being disclosed. 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 becompleted 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 ,”B ~. 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?a *"m .„, 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 officeror director, or holds an ownership of one percent or more? D ,“m ~. D.Describe each employment or business and family relationship with the local government officer named in this section 4 5 with the governmental entity Ld 1 have no Conflict of Interest to disclose. 1 / 2S /2022 Date DocuSign Envelope ID: C5D4C5El-2F51dIFBl-AFCl-BF8B29A6B38B CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter l76ofthe Local Government Code may be found at http://www.statutes.legis.state.a.us/ Docs/LG/htm/LG 176.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 ofthe 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 state7 or local governmental entity (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003{a){2){A) and fB): (A) A local 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 governmental entity is considering entering into a contract with the venck>B (B) has given to the local govemment officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore than 8100 in the 12-month periodpreceding the date the officer becomes aware that:(i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor, Local Government Code $ 176.006(a) and {a-1) (a) A vendor shall file a completed conflict of interest quesUonnain if the vendor has a business relationship with a local govemmental 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 government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by 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 governmental 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 oe (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local govemmental 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 govemmental entity; or(2) the date the vendor becomes aware (A) of an employment or other business relationship with a local government officer, or a family member of the ofTicerp 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 Ofncial within the third 3d degree of affinity {marriage) 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, manning 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 rightof-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. ;crm provided by Texas Ethics Commission www. ethics .state.tx . us Revised 11/30/2015 Certificate Of Completion Envelope Id: C5D4C5E12F514FBI AFCIBF8B29A6B38B Subject: Please DocuSign: City Council Contract 7981 Post-65 Retiree Coverage Source Envelope: Status: Completed Document Pages: 14 Certificate Pages: 6 AutoNav: Enabled Signatures: 7 Initials: 1 Envelope Originator: Ginny Brummett 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.10 Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original7/25/2022 8:57:12 AM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 7/25/2022 8:59:39 AM Viewed: 7/25/2022 8:59:53 AM Signed: 7/25/2022 9:02:10 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: 7/25/2022 9:02:13 AM Viewed: 7/25/2022 9:07:32 AM Signed: 7/25/2022 9:07:50 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) •DoeuSlgrud bV IAArtLLhtbPM,4B070831B4AA438. Sent: 7/25/2022 9:07:53 AM Viewed: 7/25/2022 2:31 :48 PM Signed: 7/25/2022 2:33:18 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and SIgnature Disclosure:Not Offered via DocuSign Anthony Frasco afrasco@laborfirst.com President & CFO Security Level: Email, Account Authentication(None) Sent: 7/25/2022 2:33:21 PM Viewed: 7/25/2022 3:16:51 PM Signed: 7/25/2022 3:18:04 PM Signature Adoption: Pre-selected Style Using IP Address: 174.57.228.253 Electronic Record and Signature Disclosure:Accepted: 7/25/2022 3:16:51 PMID: 7896e990-9abcJjad 1 -b9d6..5cf2afca5f66 Signer Events Sarah Kuchler Sarah.Kuechler@cityofdenton.com Director of Human Resources Security Level: Email, Account Authentication (None) Signature p Dee&18+nd br1 SAra bwhbr 380421E90aDUD Timestamp Sent: 7/25/2022 3:18:07 PM Viewed: 7/25/2022 3:22:49 PM Signed: 7/25/2022 3:23:16 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 7/25/2022 3:22:49 PMID: d6631 b66490245704d20-a44bc43feee0 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: 7/25/2022 3:23:19 PM Viewed: 8/17/2022 8:32:52 AM Signed: 8/1 7/2022 8:33:04 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) 'DHu91ernd bICI h II+++ .S236DB206Z70423. Sent: 8/17/2022 8:33:07 AM Viewed: 8/1 7/2022 8:33:28 AM Signed: 8/1 7/2022 8:33:38 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) •DoeuSlgrnd br I R+4 R&4 lc5cABc5E1754e3. Sent: 8/17/2022 8:33:41 AM Viewed: 8/1 7/2022 1 :25:05 PM Signed: 8/17/2022 1:25:25 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 8/17/2022 1 :25:05 PMID: c153066f-27914d48-b2cb21251dld 19635 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 7/25/2022 9:02:13 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: 7/25/2022 3:23:19 PM Viewed: 7/25/2022 4:09:58 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 8/17/2022 1 :25:29 PM Viewed: 8/1 7/2022 3:20:49 PM Linda Kile linda.kile@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Accepted : 7/14/2022 10:50:29 AMID: d8f7d747-5394Jj92f-b4f6-c14cbc45eedc Sent: 8/1 7/2022 1 :25:30 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 7/25/2022 8:59:39 AM 8/1 7/2022 1 :25:05 PM 8/1 7/2022 1 :25:25 PM 8/1 7/2022 1 :25:30 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: Anthony Frasco, Sarah Kuchler, Rosa Rios, Linda Kile ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ’I agree’ button at the bottom ofthis document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign ’Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the requirednotices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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Required hardware and software }rating S0 :ems Browsers (for SENDERS Browsers (for SIGNERS) I I mlet Explorer 6.0?, Mozilla FireFox 1.0NetScaI7.2 (or above c x Email Screen Resolution Enabled Security Settings • Allow per session cookies •Users accessing the internet behind a Proxy Server must enable Hmp 1.1 settings viaroxy connectIon ## These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 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By checking the ’I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OFELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.