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23-1011ORDINANCE NO. 23-1011 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING TEn CITY MANAGER TO EXECurE A CONTRACT WITHTEXAS SERIES OF LOCKTON COMPANIES, LLC, FOR PROPERTY AND CASUALTY INSURANCE BROKERAGE SERVICES FOR RISK MANAGEMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVDING AN EFFECTrVE DATE (RFP 8203 – AWARDED TO TEXAS SERIES OF LOCKTON COMPANIES, LLC, FORTFEREE (3) YEARS,WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $980,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for property and casualty insurance brokerage services for Risk Management; 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 governmentalfunction; 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 8203 Texas Series ofLockton Companies, LLC $980,000.00 SECTION 2. That 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. 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 theauthority 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. „„MXnTIEL:pprail:: 0 HT;cv“” %bya#,: following vote U - a: Aye Nay Abstain Absent Mayor Gerard Hudspeth:,//-LI ./J Vicki Byrd, District 1 : Brian Beck, District 2: Paul Mel&er, District 3 : Joe Holland, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: 6+h dayof JD 'AePASSED AND APPROVED this the , 2023. mARDHLrDN ATTEST:JESUS SALAZAR, INTERIM CITY SECRETARY APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: cn=Marcella Lunn, o, ou=City tIp/qxcHJ\ \JWh :n,:h,II„I„„,@,ity,fd,m„com, c=USDate: 2023.05.10 17:37:41 -05'00' DocuSign Envelope ID: 9F224E8F-F614-tC73-953E-67ED4B305DB0 DENTON Docusign City Council Transmittal Coversheet 8203 1 an 23 1011 RFP File Name Insurance Broker of Record PurchasingContact ChrIsta Chrlst City Council Target Date 6 /6/2023 Piggy Back Option Contract Expiration Ordinance NO 6/6/2028 DocuSign Envelope ID: 9F224E8F-F614-4C73-953E-67ED4B305DB0 Renewal Amendment to Contract (Contract 8203) This Renewal Amendment to Contract (Contract 8203) (this Amendment) is entered into betweenCity of Denton, Texas (Subscriber) and Texas Series of Lockton Companies, LLC (Lockton). Background Subscriber and Lockton have previously entered into Contract (7365), 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 6/6/2023 2 Extension Section 2 of Exhibit A will be deleted and replaced in its entirety with the following: The contract term will be three (3) years, 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 Effective Date and shall automaticallyrenew each year, in accordance with the procedures set forth in the Agreement. At themutual agreement of both parties, the Contract may be further extended as needed, not toexceed a total of six (6) months. 3 Scope of Work The CONSULTANT shall perform all those services as necessary and as described in theOWNER’s RFP 8203 – Insurance Broker of Record, which is on file at the purchasing officeand made a part hereof as Exhibit B as if written word for word herein. 4 Contract Amount The contract total for the continued services shall not exceed $980,000. 1n the event scopeof services provided to the City of Denton by Lockton exceeds $980,000 annually, anamendment to this contract as well as the Fee Schedule will be required. 5 Insurance Insurance requirements in Exhibit D will be deleted and replaced with the attached ExhibitD Insurance requirements. 6 Contractor’s Proposal Exhibit F will be deleted and replaced in its entirety with the following: Contractor agrees to do all services listed in scope of work and proposal per Exhibit Fattached. 7 Updated Notices Addresses. The agreement is amended to reflect the following updated notice address for City of Denton:City of Denton, Attn: Diane Presley 215 E. McKinney St., Denton, TX 76201, with an DocuSign Envelope ID: 9F224E8F-F614-+C73-953E-67ED4B305DB0 additional copy to: City of Denton Ann: Legal Counsel 215 E. McKinney St., Denton, TX76201, with additional copy emailed to city of Denton at: purchasing@cit)'ofdenton.com Texas Series of Lockton Companies, LLC Ann: Robert Bobo 2100 Ross Avenue,$b&o@1 aMin . c[}pllas, TX 75201 , with additional copy emailed to 8 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 8203. Confirmation of Agreement This Amendment (together with all exhibits attached hereto) constitutes the entire agreementbetween the parties regarding the matters of this Amendment and supersedes all prior andcontemporaneous agreements and understandings regarding the matters of this Amendment.In the event of a conflict between this Amendment and the Agreement as it relates to thematters of this Amendment, the terms of this Amendment will control. Otherwise, all termsand conditions of the Agreement will remain in full force and effect and likewise apply tothis Amendment. Authorized Signatures A:-ba:'; o"p’m“ Name. Sara Hensley ._ Robert F. Bobo irName: Title' Clty Manager Title. EVP - chief operating offlcer Date. 6/7/2023 Date. 5/6/2023 ATTEST: JESUS SALAZAR, INTERIM CITY SECRETARY BY: r &MS SaGAr 4 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY 2 DocuSign Envelope ID: 9F224E8F-F6144C73-953E-67ED4B305DB0 AGREEMENT HAS BEENREVIEWED AND APPROVED to financial and operational obligationsterms. Sara Kuechler PRINTED NAME Director of Human RegWtl+eegesources TITLE DEPARTMENT THISBOTH as T line PS Sar&kuuLl£/mPg DocuSign Envelope ID: 9F224E8F-F614J+C73-953E-67ED4B305DB0 EXHIBIT D Insurance Requirements SECTION A. CONSULTANT shall procure, pay for and maintain the following insurance written bycompanies approved by the State of Texas and acceptable to CITY. The insurance shall be evidenced by delivery to the CITY, at the address shown in SECTION C (a), certificatesof insurance executed by the insurer or its authorized agent stating coverages, limits,expiration dates and compliance with all applicable required provisions. The CITY shall be named as an additional insured by endorsement to the policy and thus will be entitledto notice of cancellation of the policy in accordance with Section 1811 of the TexasInsurance Code. Upon request, the CITY shall be entitled to receive without expense,copies of the policies and all endorsements. SECTION B The CITY reserves the right to review the insurance requirements of this section during the effective period of the services or work performed by CONSULTANT and to modifyinsurance coverages and their limits when deemed necessary and prudent by City's RiskManagement based upon changes in statutory law, court decisions or other relevant factors. The CONSULTANT shall acquire and ensure execution of requests for deletions,revisions or modifications of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon eitherCITY or CONSULTANT). SECTION C. REQUIRED PROVISIONS The CONSULTANT agrees, with respect to the required insurance as documented below,all certificate(s) of insurance will contain and state, in writing, the following required provISIons: The certificate of insurance or policy and endorsements shall be evidencedby delivery to: (i) Purchasing 901-B Texas Street, Denton, TX 76209.All certificates of insurance shall identify the service or product beingprovided, by including the bid number and contract or solicitation name. All certificates of insurance shall name the City of Denton as the CertificateHolderSECTION D. INSURANCE COVERAGE REQUIRED Subject to CONSULTANT'S right to maintain reasonable deductibles, CONSULTANTshall obtain and maintain in full force and effect for the duration of its engagement withthe CITY and any extension hereof, at CONSULTANT'S sole expense, insurance coverage in the following type(s) and amounts: a) b) C) 1. COMMERCIAL GENERAL LIABILITY INSURANCE 1/31/2023 Page 1 of 3 Insurance Broker - Risk DocuSign Envelope ID: 9F224E8F-F6144C73-953E-67ED4B305DB0 Insurance Requirements Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/CompletedOperations, Independent Consultants and Contractual Liability with minimumcombined bodily injury (including death) and property damage limits of$500,000.00 per occurrence, $1,000,000.00 products/completed operationsaggregate, $1,000,000.00 general aggregate. The policy shall include: a) An endorsement naming the City of Denton and its officers, employees andelected representatives as additional insureds. b) An endorsement to waive of subrogation in favor of the City of Denton, itsofficers and employees, for bodily injury (including death), property damageor any other loss.c) An endorsement to provide thirty (30) days prior written notice in the event ofcancellation to the address as shown in Section C, a (i) and (ii), or inaccordance with Section 1811.155 of the Texas Insurance Code. Notice ofCancellation in accordance with the Notice of Insured in the policy forcancellation due to non-payment of premium. d) Provide that CONSULTANT’S insurance is primary insurance as respects theCITY, its officers, employees and elected representatives. e) if this insurance is written on a claims-made form, coverage shall becontinuous (by renewal or extended reporting period) for not less than twenty-four (24) months following completion of the contract and acceptance by theCity. Coverage, including any renewals, shall have the same retroactive dateas the original policy applicable to this contract. 2 PROFESSIONAL LIABILITY INSURANCE If CONSULTANT is a licensed or certified person who renders professionalservices, then Professional Liability Insurance to provide coverage against anyclaim which the CONSULTANT becomes legally obligated to pay as damages arising out of the performance of professional services caused by any negligenterror, omission or act with minimum limits of $2,000,000.00 per claim,$4,000,000.00 annual aggregate. The policy shall include: a) An endorsement to provide thirty (30) days prior written notice in the event ofcancellation to the address as shown in Section C, a (i) and (ii), or inaccordance with Section 1811.155 of the Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the policy forcancellation due to non-payment of premium. b) Provide that CONSULTANT’S insurance is primary insurance as respects theCITY, its officers, employees and elected representatives.c) if this insurance is written on a claims-made form, coverage shall becontinuous (by renewal or extended reporting period) for not less than twenty-four (24) months following completion of the contract and acceptance by theCity. Coverage, including any renewals, shall have the same retroactive date 1 /31 /2023 Page 2 of 3 Insurance Broker - Risk DocuSign Envelope ID: 9F224E8F-F614'+C73-953E-67ED4B305DB0 Insurance Requirements as the original policy SECTION E. SUBCONTRACTING LIABILITY (1) Without limiting any of the other obligations or liabilities of the CONSULTANT, theCONSULTANT shall require each Subcontractor performing work under the contract, atthe Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed,comply with all applicable laws and are consistent with industry standards. TheSubcontractor’s liability insurance shall name CONSULTANT as an additional insured. (2) CONSULTANT shall obtain and monitor the certificates of insurance from eachSubcontractor. CONSULTANT must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense,to receive copies of these certificates. SECTION F. CONSULTANT LIABILITY Approval, disapproval or failure to act by the CITY regarding any insurance supplied byCONSULTANT or its subcontractors shall not relieve CONSULTANT of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shallthe bankruptcy, insolvency nor denial of liability by the insurance company exonerate CONSULTANT from liability. 1/31 /2023 Page 3 of 3 Insurance Broker - Risk DocuSign Envelope ID: 9F224E8F-F614zLC73-953E47ED4B305DB0 . . . _ ,I-iFl13it r Contractors ProposalBid Lines Flat Yearly Fee Quantity: 1 UOM: YR Item Notes: Professional Liability General Liability Property Insurance (City & DEC) Property Inspection Workers Compensation Automobile Insurance Boiler and Machinery insurance Airport Operations Insurance $200,000.00$200,000.00 1 Total:Price 2 1 Hourly Rate Quantity: 1 UOM: HR h).din T,t,I SO.OO Response Total: $200,000.00 Page 22 of 22 pages Vendor: Houston Series of LocktonCompanies, LLC 8203 T-I a)aDrDa fr)0r\I00 heCa Fna &baa10EE3t/) LLbHDOH =XLU 0onaLO0a)onqrnLUNCO 1 fla)10a) &IbC) !PCOLLIf00LUiS(\ILLa)n a)al0a)>CLUCV)tB3C)0a By: iT i I >NCDa) >&JCDLL DocuSign Envelope ID: 9F224E8F-F614J+C73-953E€7ED4B305WhIBT G CONFLICT OF INTEREST QUESTIONNAIRE -For vendor or other Person 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. An offense under this sectionmisdemeanor. r MtV.Texas serles of Lockton Companles , LLC (Lockton Companies , LLC) 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 Nam, oflocal government officer ,bout 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 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 ,„,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 officer named inthis section AND the taxable income is not received from the local governmental entity?= ,“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 officer or director, or holds an ownership of one percent or more? = *"m „" D.Describe each employment or business and family relationship with the local government officer named in this section. 4 5 Lg 1 have no Conflict of Interest to disclose. 'DocuSigned by: K6bwt f . e>aldO Jr s s with the governmental entitymr 5/6/2023 Date DocuSign Envelope ID: 9F224E8F-F614-+C73-953E-67ED4B305DB0 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Govemment Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htrn/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 of the parties. TIle 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 of a 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 or lease ofgoods 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 (B): (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 govemmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vaKk)c (B) has given to the local government officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local govemmen£al 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 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 govemmental entity, or a family memberofthe officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local govemmental 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 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 anotherwriting 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 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 3d degree of affinity (marriage) or consanguinihr (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 right-of-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: 9F224E8FF6144C73953E67ED4B305DB0 Subject: Please DocuSign: City Council Contract 8203 Insurance Broker of Record Status: Completed Source Envelope: Document Pages: 11 Certificate Pages: 6 Signatures: 6 Initials: 1 Envelope Originator: Christa Christian AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 5/3/2023 10:42:06 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 5/3/2023 10:47:25 AM Viewed: 5/3/2023 10:50:56 AM Signed: 5/3/2023 10:51 :17 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: 5/3/2023 10:51 :22 AM Viewed: 5/3/2023 1 :48:49 PM Signed: 5/3/2023 1 :49:32 PM 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 Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication(None) 'DocuSigned bV IALArtltUM&b ,48070831B4AA438 Sent: 5/3/2023 1 :49:35 PM Viewed: 5/5/2023 5:42:01 PM Signed: 5/5/2023 5:42:47 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Robert F. Bobo Jr bbobo@lockton.com EVP - Chief Operating Officer Security Level: Email, Account Authentication(None) •DocuSigned brpI robot f . hbo )‘.5D5EDI Sl 3786483. Sent: 5/5/2023 5:42:52 PM Viewed: 5/6/2023 7:29:49 AM Signed: 5/6/2023 7:31 :51 AM Signature Adoption: Pre-selected Style Using IP Address: 107.115.5.126 Electronic Record and Signature Disclosure:Accepted: 5/6/2023 7:29:49 AMID: b245541f-d5ff4338-bd86-01b2b4abcee4 Signer Events Sara Kuechler Sarah.Kuechler@cityofdenton.com Director of Human Resources Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 5/6/2023 7:31 :54 AM Viewed: 5/8/2023 8:38:43 AM Signed: 5/8/2023 8:39:15 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 5/8/2023 8:38:43 AMID: 23e8ec91-35f84461 -95cf-64870024fa9d 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: 5/8/2023 8:39:19 AM Viewed: 6/7/2023 7:46:53 AM Signed: 6/7/2023 7:47:24 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 6/7/2023 7:47:28 AM Viewed: 6/7/2023 7:48:41 AM Signed: 6/7/2023 7:48:46 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication(None) Sent: 6/7/2023 7:48:49 AM Viewed: 6/7/2023 9:00:15 AM Signed: 6/7/2023 9:01 :05 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 6/7/2023 9:00:15 AMID: f6ad891d-6f38-4574-a20c-2abffb7dab37 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: 5/3/2023 10:51 :21 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: 5/8/2023 8:39:18 AM Viewed : 5/8/2023 2:02:14 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) ElectronIc Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/7/2023 9:01 :08 AM Viewed: 6/7/2023 9:06:57 AM Deby Skawinski Deby.Skawinski@cityofdenton.com Deputy Director, Risk & Compliance Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 6/6/2023 7:44:50 AMID: ld4a5494-37c52L@17-8a2c-a5d3b10c641 f Sent: 6/7/2023 9:01 :09 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 5/3/2023 10:47:25 AM 6 m/2023 9:00:15 AM 6 m/2023 9:01 :05 AM 6 m/2023 9:01 :09 AM 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: Robert F. Bobo Jr, Sara Kuechler, Jesus Salazar, Deby Skawinski 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. 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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. An notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@ cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing @cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Rl Euired hardware and software Operating Systems Browsers7for SENDERS Browsers (for SIGNERS) r lternet Explorer 6.0? or above mlet Explorer 6.0?, Mozilla FireFox 1.0NetSc,7.2 (or above) R©cess to a valid email account x Email Screen Resolution Enabled Security Settings •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings viaProxy connectlon 8+ These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT 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.