23-1090ORDINANCENO. 23-1090
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH KROLL, LLC, FOR PROPERTY APPRAISAL SERVICESFOR INSURANCE PURPOSES FOR RISK MANAGEMENT AS SET FORTH IN THECONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE (RFQ 8197 – PROFESSIONAL SERVICES AGREEMENTFOR APPRAISAL SERVICES AWARDED TO KROLL, LLC, FOR THREE (3) YEARS, WITHTHE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL
FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $114,000.00).
WHEREAS, Kroll, LLC, the professional services provider (the “Provider”) set forth in this
ordinance, is being selected as the most highly qualified on the basis of its demonstrated competence
and qualifications to perform the proposed professional services; and
WHEREAS, this procurement was undertaken as part of the City’s governmental function;and
WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent
with, and not higher than, the recommended practices and fees published by the professional
associations applicable to the Provider’s profession, and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or their designee, is authorized to enter into the service
contract attached hereto with Kroll, LLC, for property appraisal services for insurance purposes for
Risk Management.
SECTION 2. The City Manager, or their designee, is authorized to expend funds as required
by the attached contract.
SECTION 3. The City Council of the City of Denton, Texas expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 4. The findings in the preamble of this ordinance are incorporated herein byreference.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval
The motion to appro_ve this ordinance wassecondedby Br#,\ J,\.. - a\At. sc ML (seefollowing vote U - A :
made by ( Cn.-\
This ordinance was passed and approved by
and
the
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck, District 2:
Paul Meltzer, District 3 :
Joe Holland, District 4:
Brandon Chase McGee, At Large Place 5:
Chris Watts, At Large Place 6:
.//JJ
PASSED AND APPROVED this the +k dayof JuR'cZ 2023aMda
ATTEST:
JESUS SALAZAR, INTERIM CITY SECRETARY At\lllllltffD
APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY
Digitally signed by MarcellaLunn
DN: cn=Marcella Lunn, o,
BY: –\}J,LvcMJ\ou=City of Denton,JJWb rm@cIT
nton.com, c=USDate: 2023.05.22 09:07:56
-05'OO'
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DENTON
Docusign City Council Transmittal Coversheet
8197
Property Appralsa1
chri sta christian
r\r r
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: E5A03694-5FA848F2-A9BC-CA698BEACF96
DENTON
Docusign City Council Transmittal Coversheet
8197
File Name ' 1 Vpn 1 bJ F'rr ' V' ' UV' '
Chri sta Ch ri Sti ano nta ct
2023
Purchasing C
City Council Target Date 6 /6/
Piggy Back Option
Contract Expiration
Not Applicab1 e
6/6/2028
Ordinance 23-1090
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CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND KROLL, LLC
(CONTRACT 8197)
THIS CONTRACT is made and entered into this date 6/6/2023 , by
and between KROLL, LLC a DELAWARE Limited Liability Company whose address is SEAST 52ND ST., NEW YORK, NY 10055 hereinafter referred to as "Contractor." 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 their duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the City’s document
RFQ 8197- PROPERTY APPRAISAL, a copy of which is on file at the office of Purchasing Agent
and incorporated herein for all purposes. The Contract consists of this written agreement and the
following items which are attached hereto and incorporated herein by reference:
(a)(b)
(C)(d)
(e)(f)
Special Terms and Conditions (Exhibit “A”);
City of Denton’s RFQ 8197 (Exhibit “B” on File at the Office of the PurchasingAgent);Kroll, LLC Proposal and Standard Terms and Conditions (Exhibit “C”);
Insurance Requirements (Exhibit “D”);
Certificate of Interested Parties Electronic Filing (Exhibit "E");
Form CIQ – Conflict of Interest Questionnaire (Exhibit "F");
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 services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certiPes that Contractor’s signature provides written verification to the City that Contractor: (1) does notboycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet ormaintain the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy CompaniesContractor 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
Contract # 8197
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written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott
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 certifies that Contractor’s signature provides written verification tothe City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
companies 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 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 firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm 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 certiftes that Contractor’s signature provides written verification to the City thatContractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
Prearm 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 Business with Iran, Sudan, or a Foreign Terrorist
Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companiesthat do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Contractor certifies 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
ineligjble 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 of
Denton 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 of
the 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.
Contract # 8197
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CONTRACTOR CITYJ£HQmgON, TEXAS
SHAH+q&yBYMmvARia–ERUs
MlbBYSIGNATURE
Pdnted Name. Michae1 Dom1 n
Title' Manag1 ng D1 rector ATTEST:
JESUS SALAZAR. INTERIM CITYSECRETARY6 , 308 , 417 , 948 . 00
PHONE NUMBER
Michae1 . domi n@kro1 1 . com
EMAIL ADDRESS
2023- 1’022’958-00TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational obligationsand business terms.
DocuSlgned by:
SaraIL k+ulIIr/
SIG:
Sarah Kuechler
PRINTED NAME
Director of Human ResourcesTITLE
Human Resources
DEPARTMENT
Contract # 8197
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Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $114,000. Pricing shall be per Exhibit F attached.
2. The Quantities
The quantities indicated on Exhibit F are estimates based upon the best available information. The
During the term of the Contract, the City reserves the right to add additional and/or newly acquired
property to the Property Schedule as referenced in the Scope of Work to be appraised at the per
project basis rate set forth on Exhibit F. Individual purchase orders will be issued on an as neededbasis
3. Contract Terms
The contract term will be three (3) years, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods.
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. The Supplier’s request to
not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior
to the contract renewal date for each year. 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.
Contract # 8197
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EXHIBIT C
KR(ILL
May 11, 2023
Ms. Christa Christian, CPPB, FMP
Purchasing Supervisor City of
Denton Procurement 901 B
Texas St.
Denton, TX 76209
Dear Ms. Christian:
Kroll/ LLC (“Kroll"), will provide City of Denton (“the City”) the appraisal services described within this agreement
(“Agreement").
Purpose of the Engagement
The purpose of this engagement is to provide the City a property insurance appraisal for the City’s use in connection
with its internal analysis of its insurance needs with respect to the identified property. Our analysis will be dated as
of the last day of our site inspection. Our opinion is intended to assist the City in making informed business decisions;
it is not a recommendation. Any decisions relating to insurance coverage shall remain the City’s responsibility and
be made solely at its discretion.
Kroll will provide the City a property appraisal process that will fulfill the following needs:
Provide accurate insurabie replacement cost values for all properties.
Provide proper identification of basic construction, occupancy, protection, and exposure (COPE) data for
each structure valued.
Engagement Scope
We will research and report the insurable value (our “Opinion”) of certain City property. The City currently owns
approximately 200 buildings/facilities/structures/properties, including but not limited to:
Parks facilities, including a natatorium and water park
Municipal Airport
Wastewater operations (includes a wastewater treatment plant)
Water utility operations (includes 2 water production plants)
Kroll, LLC I City of Denton May 11, 2023
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• Solid waste operations (residential and commercial collection, recycling, landfill)
• Electric operations, including the Denton Energy Center and electric substations •3 libraries
KR(ILL
8 fire stations, a fire drill tower, and an outdoor classroom
Police department, including a training center and firing rangeAnimal shelter
City office facilities, service/maintenance center, and warehouses
Description of Identified Property
These property classifications will be included in the engagement:
1) Buildings
2) Personal property
Assets not identified above will be excluded from the engagement.
If the City’s insurance policy excludes coverage of specific property classifications, in part or whole, the City should
notify us in writing prior to beginning the engagement if those assets should be excluded.
We will work with the City during the engagement to further refine the scope of the identified property to be
included in the engagement, if applicable. Depending on the nature and extent of changes in the scope of the
engagement we may need to revise our fee.
Definition of Insurable Value
We will develop our opinion of insurable value as the replacement cost value (RCV), defined as the estimated amount
required to reproduce a property entirely at one time, in like kind and quality, in accordance with current market
prices for labor, materials, and manufactured equipment; contractors’ overhead and profit; and fees, but without
provisions for overtime, bonuses for labor, or premiums for materials and equipment.
In estimating insurable value, we will allow for national building codes; however, we will not consider any
construction codes imposed by state or local municipalities, ordinances, or other legal restrictions, nor will we
consider the cost of demolition in connection with reconstruction or the cost of removal of destroyed property.
Valuation Methodology
Our appraisal will rely solely on the cost approach because the market and income approaches are not applicable for
the purpose of this engagement.
Kroll, LLC I City of Denton May 11, 2023 2
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Scope of Work
We anticipate this engagement will include the following:
1.
2
3.
4.
Conduct an onsite appraisal of all City-owned properties, including machinery and equipment, contents
(including furniture and office equipment).
Assist, upon request, in providing support for proof of loss to insurance carrier(s) in the event of a significant
loss involving stated values.
Identify and establish values for newly acquired, constructed, or renovated properties to establish insurable
values and include them in an updated property schedule.
All insurance valuations, including desk updates, new construction, acquisitions, and renovations, to include
the following:
o Cost of reproduction new o Machinery and equipment (M&E) o Contents (e.g., furniture, office
equipment) o Year builto Address
o Building construction type o
footage
o Fire devices present (e.g., sprinklers, extinguishers, standpipe hose systems) and smoke alarm
systems
o Assigning location codes, descriptions, and/or grouping of properties as desired by City (e.g„ by
department, Home Business Unit [HBU], locatIon)
Number of floors o Roof construction type o Square
5.
6.
An estimate of the insurable value of each facility's machinery and equipment (M&E) and contents (e.g.,
office furniture, business machines, computer equipment) using a modeling approach and provide a
valuation on a replacement cost and an actual cash value basis.
Presentation of Findings - Prepare and present a final report, including an analysis of financial impact and
recommendations to Risk Management, Executive Management, and other parties as determined by the
City
Buildings
We will utilize a full-scope segregated cost approach including an inspection of each building to identify construction
data that will be used in the valuation process. During inspection of the premises, we will calculate each building’s
area and perimeter by measuring the structure, through an analysis of the as-built blueprints, or from other verified
sources; identify and record data of the major constructIon components (type of structure, walls, roof, etc.);
determine the construction class; record data of major service systems (electrical, plumbing, security, elevators,
heating, ventilation, cooling, etc.); photograph the building; and record the GPS coordinates. The insurable value of
each building and the related construction, occupancy, protection, and exposure data obtained during the inspection
will be reported on an itemized basis.
I<roll, LLC I City of Denton May 11, 2023 3
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Secondary Cope Information
Kroll will gather and report specific secondary cope information for each structure. These items are included as
follows:
1.
2.
3
4.
5.
6.
7.
8.
Roof Sheathing Attachment
Opening Protection
Roof Geometry
Roof Age/Condition
Roof Covering
Roof Anchoring
Cladding Type (exterior)
RMS Construction
Personal Property
We will develop an opinion of the insurable value of personal property through use of a modeling approach, which
relies on our proprietary database containing data from thousands of detailed equipment inventories we have
performed. The model develops the insurable value of each building’s personal property on the basis of building
occupancy and square footage. The model can be altered to account for above- or below- average density of personal
property. A single insurable value will be reported for each building’s personal property.
Terms and Conditions
This Agreement is subject to and incorporates the Terms and Conditions attached as Exhibit A.
Fee
Our fees are listed below and are including expenses:
Description of Service Cost
Onsite building appraisal & modeling contents appraisal
Annual update/trending for values: year 2
Annual update/trending for values: year 3
Annual update/trending for values: Optional Renewal Year 4
Annual update/trending for values: Optional Renewal Year 5
Cost for Appraisal on a per project basis - Desk Update
$66,000.00
$5,000.00
$5,500.00
$7,000.00
$4,500.00
c
Cost for Appraisal on a per project basis - Onsite
$1,300 per buildIng
Kroll, LLC I City of Denton May 11, 2023 4
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Each year our fees will be invoiced as follows:
• 30% of fee upon authorization of the engagement
• Progress billing as time is charged and expenses are incurred
This fee includes issuing the deliverables below and responding to customary questions from the City and its
insurance brokers or advisors. Additional fee will be required for an increase in engagement scope or involvement
in subsequent reviews beyond the customary work effort.
The City may cancel this engagement at any time and will only be obligated for fees and expenses incurred. Our fee
is not contingent on our Opinion or any subsequent event related to it.
Timing and Deliverables
This engagement will require cooperation, access, and timely receipt of requested information from management of
the City. After this Agreement is signed and all requested information is received, we will begin our analyses and
provide our Final report within 4-6 weeks after completion of our site inspections.
Reports required are listed below:
Summary Appraisal Report-The Summary Appraisal Report is in accordance with the reporting requirements
established by the Uniform Standards of Professional Appraisal Practice (USPAP). The report will present only a
summary discussion of data, reasoning, and analyses used in the appraisal process to develop our opinion of value.
Supporting documentation concerning the data, reasoning, and analyses will be retained by the Kroll as part of the
work papers; however, documentation shall be available to the City at anytime upon request at no additional charge.
Property Insurance - Statement of Insurable Values - Statement of Insurable Values report in an Excel format
suitable to upload into the Origami Risk RMIS and shall contain all values as provided.
Property Insurance - Inspection and Appraisal Report - This report will include building construction, occupancy,
protection, and exposure (COPE) and fixed equipment details, including the following information for each facility:
site & building designation (as provided by the City), address, year built, ISO classification, square footage, number
of stories, story height, wall type, roof pitch, heating, cooling, entry alarm, fire alarm, sprinkler system, cost of
reproduction new, additional features, date and summary of all previous renovations, and at least two photographs
of the building.
Valuation Comparison Report - Report comparing the City-provided value to the new appraised value.
Krall, LLC I City of Denton May 11, 2023 S
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The report will be provided in electronic format and will present our Opinion and related narrative discussion of the
supporting analyses and assumptions, along with appropriate exhibits. Additional relevant information and analyses
considered in our Opinion will be retained in our work files.
Conclusion
We appreciate the opportunity to serve the City. To authorize, please sign below and return the full executed copy
to michael.domin@kroll.com. This Agreement shall remain valid for signature for 30 days. Please contact me at 630
841 7948 with any questions.
Sincerely,
==HOn
6
Client of Record:
City of DentonA-Signature:
Michael Domin Name:
Title:Managing Director
Kroll. LLC Date:Date:
Kroll, LLC I City of Denton May 11, 2023
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Exhibit A - Terms and Conditions
Terms and Conditions
The following are the terms and conditions (the “Terms and Conditions”) on which we will provide the services (the
“Services”) set forth in the attached engagement letter (the “Engagement Letter”). Together, the Terms and
Conditions and the Engagement Letter are referred to as the “Contract," which forms the entire agreement between
Kroll, LLC (“Kroll”) and you relating to the Services.
Fees
1.Our invoices are payable within 30 days of receipt of same. If we do not receive payment of any invoice
within 45 days of the invoice date, we shall be entitled, without prejudice to any other rights that we may
have, to suspend provision of the Services until all sums due are paid in full.
2.If any amounts payable hereunder are not paid within thirty (30) days when due, such amounts shall accrue
interest at a rate equal to the lesser of two percent (2%) per month or the highest interest rate allowed
under the law of Texas. In the event that we are required to initiate a lawsuit or hire attorneys to collect any
past due amounts, in addition to any other rights and remedies available to us, we shall be entitled to
reimbursement of our attorney’s fees and other costs of collection.
3.We have no responsibility to update any Report, analysis or any other document relating to this Engagement
for any events or circumstances occurring subsequent to the date of such Report, analysis or other
document. Any such subsequent consultations or work shall be subject to arrangements at our then
standard fees plus expenses.
4.Either party may request changes to the Services. We shall work with you to consider and, if appropriate, to
vary any aspect of the Engagement, subject to payment of reasonable additional fees and a reasonable
additional period to provide any additional services. Any variation to this Contract, including any variation
to fees, services, or time for performance of the Services, shall be set forth in a separate engagement letter
executed by both parties which shall form part of this Contract.
5.Our performance of the Services is dependent upon you providing us with accurate and timely information
and assistance as we may reasonably require from time to time. You shall use reasonable skill, care and
attention to ensure that all information we may reasonably require is provided on a timely basis and isaccurate and complete. You shall notify us if you subsequently learn that the information provided is
incorrect or inaccurate or otherwise should not be relied upon. The inability to supply us with the agreed
upon information in a useable form within the amount of time reasonably required by us may increase fees
and delay completion. Additionally, in the event unforeseen complications are encountered which would
significantly increase fees; we would discuss these with you and await your approval before proceeding.
Termination
6
7
Either party may terminate this Contract in the event that the other party has breached any material
provision of this contract and such breach has not been cured within ten (10) days after receipt of written
notice from the then non-breaching party.
Upon termination of this Contract, each party shall, upon written request from the other, return to the other
all property and documentation of the other that is in its possession, except that we shall be entitled to
retain one copy of such documents in order to maintain a professional record of our involvement in the
Engagement, subject to our continuing confidentiality obligations hereunder.
8.The provisions included within “Fees”, “Preservation of Confidential Information" and “Other Terms and
Provisions” shall survive the termination or expiration of this Contract.
Kroll, LLC I City of Denton May 11, 2023 7
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Work Products and Report
9.At the conclusion of the Engagement, we will prepare a draft Report detailing our procedures and the
results of our work. Once you have read the draft Report and we have received your comments on it, we
will issue our final Report bearing the signature of Kroll, LLC.
10.Prior to the Hnalization of the Services and the Report, we will confirm facts with Management. We may
do this by providing you with drafts of the analysis and the Report under the condition that in no
circumstances are such drafts to be copied or given to other persons, except that it may be provided to
the City’s independent auditors. We may also require a letter from you confirming representations made
by you and Management upon which we have relied. In addition, with respect to any information
provided by you and Management, we will require from you a written confirmation that, to the best of
your knowledge and belief, such information was accurate and that no significant information essential
to the Services or Report has been withheld from us.
11 Our Report will be based upon the information provided by and on behalf of you and Management. We
assume no responsibility and make no representations with respect to the accuracy or completeness of
any information provided by and on behalf of Management. There will usually be differences between
estimated and actual results because events and circumstances frequently do not occur as expected, and
those differences may be material. You acknowledge that no reliance shall be placed on draft Reports,
conclusions or advice, whether oral or written, issued by us since the same may be subject to further
work, revision and other factors which may mean that such drafts are substantially different from any
final Report or advice issued.
12.Any advice given or Report issued by us is provided solely for your use and benefit and only in connection
with the Services that are provided hereunder. Except as required by law, you shall not provide such
Report to any third party, except that it may be provided to the City’s independent auditors.
Notwithstanding the foregoing, (i) you shall not refer to us either directly by name or indirectly as an
independent service provider (or by any other indirect reference or description), or to the Services,
whether in any public filing or other document, without our prior written consent, which we may at our
discretion grant, withhold, or grant subject to conditions, and (ii) in addition to the foregoing prohibitions
and requirements with respect to all third parties, submission of our report or any portion thereof to, or
responding to any comment letter issued by, the Securities and Exchange Commission or its staff, or any
written or verbal references to us, our Report or to the Services in such a response is subject to you
providing us with prior notice, and allowing us to provide input as to the content of such response. In no
event, regardless of whether consent or preapproval has been provided, shall we assume any
responsibility to any third party to which any advice or Report is disclosed or otherwise made available.
13 It is understood and agreed that the final Report resulting from this Engagement shall remain your
property. To the extent that Kroll utilizes any of its property (including, without limitation, any hardware
or software) in connection with this Engagement, such property shall remain the property of Kroll, and
you shall not acquire any right or interest in such property or in any partially completed Report. We shall
have ownership (including, without limitation, copyright ownership) and all rights to use and disclose our
ideas, concepts, know-how, methods, techniques, processes and skills, and adaptations thereof inconducting our business (collectively, “Know-How") regardless of whether such Know-How is
incorporated in any way in the final Report.
14 The scope of the final Report we will provide pursuant to the terms of this Contract will be limited to the
scope as described in the Scope of Services section. In compliance with requirements imposed by the
Internal Revenue Service, as stated in Circular 230, Duff and Phelps will provide the following disclosure
on all communications with the City: ''We inform you that any US federal tax advice contained in this
communication including any attachments is not intended or written to be used and cannot be used for
the purpose of (i) avoiding penalties under the Internal
Kroll, LLC I City of Denton May 11, 2023 8
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Revenue Code, or (ii) promoting, marketing, or recommending to any other party any transaction or matteraddressed herein.”
15. The Report or any results of our Services shall not constitute an Audit Opinion, Solvency Opinion or a Fairness
Opinion and may not be relied upon by you or any other party as such. Furthermore, any analyses we perform
should not be taken to supplant any procedures that you should undertake in your consideration of the
transaction contemplated in connection with this engagement or any other past present or future transaction.
Preservation of Confidential Information
16.Neither party will disclose to any third party without the prior written consent of the other party any
confidential information which is received from the other party for the purposes of providing or receiving the
Services which if disclosed in tangible form is marked confidential Kroll acknowledges that the City of Denton
must strictly comply with the Public Information Act, Chapter 552, Texas Government Code (the “Code") in
responding to any request for public information related to this Agreement. This obligation supersedes any
conflicting provisions of this Agreement. Any portions of such material claimed by Kroll to be proprietary must
be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public
Information Act, chapter 552, and Texas Government Code. For the avoidance of doubt, with respect to any
disclosures that are required under the Code, the City of Denton shall use reasonable efforts to keep Kroll
work product and reports confidential to the extent permitted by such the Code, including asserting applicable
exceptions to disclosure and ensuring that any legally required disclosure is narrowly tailored to preserve as
much confidentiality as possible while still complying with the disclosure requirement, and the City of Denton
will use reasonable efforts to provide Kroll with prior notice prior to any such disclosure.
17. These restrictions will not apply to any information which: (a) is or becomes generally available to the public
other than as a result of a breach of an obligation by the receiving party; (b) is acquired from a third party who
owes no obligation of confidence with respect to the information; or (c) is or has been independently
developed by the recipient.
18.Notwithstanding the foregoing, either party will be entitled to disclose confidential information of the other (i)
to our respective insurers or legal advisors, or (ii) to a third party to the extent that this is required, by any
court of competent jurisdiction, or by a governmental or regulatory authority or where there is a legal right,
duty or requirement to disclose, provided that (and without breaching any legal or regulatory requirement)
where reasonably practicable not less than seven ) (7)business days’ notice in writing is first given to the other
party. Other Terms and Provisions
19. Except in the event of our gross negligence, willful misconduct or fraud, in no event shall we be
to you (or any person claiming through you) under this contract, under any legal theory, for
amount in excess of the total professional fees paid by you to us under this contract or any
to which the claim relates. In no event shall we be liable to you under this contract
under any legal theory for any consequential indirect, lost profit or similar damages relating to or
arising from our services provided under this contract.
liable
any
addendum
Kroll I City of Denton May 1 1, 2023 9
DocuSign Envelope ID: E5A03694-5FA848F2-A9BC-CA698BEACF96
20. You accept and acknowledge that any legal proceedings arising from or in connection with this Contract (or
any variation or addition thereto) must be commenced within one (1) year from the date when you become
aware of or ought reasonably to have become aware of the facts, which gIve rise to our alleged liability. You
also agree that no action or claims will be brought against any Kroll employees personally.
21 You accept and acknowledge that we have not made any warranties or guarantees, whether express or
implied, with respect to the Services or the results that you may obtain as a result of the provision of the
Services.. Except for your payment obligations, neither of us will be liable to the other for any delay or failure
to fulfill obligations caused by circumstances outside our reasonable control. The City of Denton and Kroll shall
not be responsible for performance under the Contract should it be prevented from performance by an act of
war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence
of the City of Denton. In the event of an occurrence under this Section, Kroll will be excused from any further
performance or observance of the requirements so affected for as long as such circumstances prevail and the
Kroll continues to use commercially reasonable efforts to recommence performance or observance whenever
and to whatever extent possible without delay. Kroli shall immediately notify the City of Denton Procurement
Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such
occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or
delay in performance. The Parties expressly agree that no provision of the Contract is in any way intended to
constitute a waiver by the City of any immunities from suit or from liabiIIty that the City of Denton may have
by operation of law.
22.This Contract constitutes the entire agreement between the parties hereto regarding the subject matter hereof
and supersedes any prior agreements (whether written or oral) between the parties regarding the subject
matter hereof. This Contract may be executed in any number of counterparts each of which shall be an original,
but all of which together shall constitute one and the same instrument.
23 This Contract shall be governed by and interpreted in accordance with the internal laws of the State of Texas
and the courts of Denton County, Texas shall have exclusive jurisdiction in relation to any claim arising out of
this Contract
DocuSign Envelope ID: E5A03694-5FA848F2-A9BC-CA698BEACF96
Kroll I City of Denton May 1 1, 2023 10
DocuSign Envelope ID: E5A03694-5FA848F2-A9BC-CA698BEACF96
EXHIBIT D - INSURANCE REQUIREMENTS
SECTION A.
CONSULTANT shall procure, pay for and maintain the following insurance written by companies
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), certificates of 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 entitled to notice of cancellation of the policy in
accordance with Section 1811 of the Texas Insurance 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 modify insurance
coverages and their limits when deemed necessary and prudent by City's Risk Management 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 either CITY or CONSULTANT).
SECTION c. REQUERED 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:
a)The certificate of insurance or policy and endorsements shall be evidenced by delivery to:
(i) Purchasing 901-B Texas Street, Denton, TX 76209.
b) All certificates of insurance shall identify the service or product being provided, by
including the bid number and contract or solicitation name.
C)All certificates of insurance shall name the City of Denton as the Certificate Holder.
SECTION D. INSURANCE COVERAGE REQURED
Subject to CONSULTANT’S right to maintain reasonable deductibles, CONSULTANT shall
obtain and maintain in full force and effect for the duration of its engagement with the CITY and
any extension hereof, at CONSULTANT'S sole expense, insurance coverage in the following
type(s) and amounts:
DocuSign Envelope ID: E5A03694-5FA8dj8F2-A9BC-CA698BEACF96
1.WORKERS’ COMPENSATION and EMPLOYERS LIABILITy
Workers’ Compensation within the regulations of the Texas Workers’ Compensation Act. The
minimum policy limits for Employers Liability are:
Bodily Injury by Accident: $100,000.00 Each Accident
Bodily Injury by Disease: $100,000.00 Each Employee
Bodily Injury by Disease: 5500,000.00 Policy Limit
The policy shall include:
a) An endorsement to waive subrogation in favor of the City of Denton, its officers,
employees and elected representatives, for bodily injury (including death) or any other loss.
b) An endorsement to provide thirty (30) days prior written notice in the event of cancellation
to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the
Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the
policy for cancellation due to non-payment of premium.
c) Provide that CONSULTANT’S insurance is primary insurance as respects the CITY, its
officers, employees and elected representatives.
NOTES:
i. If CONSULTANT will not be providing services under the contract at a City facility, has
no employees and/or is operating as a sole owner and single operator, CONSULTANT shall
provide a signed letter, with the current date, on official letterhead stating such to meet the
requIrement.
ii. If CONSULTANT is a non-subscriber or is self-insured, CONSULTANT shall provide a
copy of its Certificate of Authority to Self-Insure from the Texas Department of Insurance,
Division of Workers’ Compensation Self Insurance Regulation Program, evidence of alternative
coverage and internal safety and injury coverage policies and procedures.
2.BUSINESS AUTOMOBILE LLABILITY INSURANCE
Business Automobile Liability Insurance covering owned, hired, and non-owned vehicles, with a
minimum combined single limit for bodily injury (including death) and property damage limit of
$500,000.00 per occurrence.
DocuSign Envelope ID: E5A03694-5FA848F2-A9BC-CA698BEACF96
The policy shall include:
a) An endorsement naming the City of Denton and its officers, employees and elected
representatives as additional insureds.
b) An endorsement to waive of subrogation in favor of the City of Denton, its officers and
employees, for bodily injury (including death), property damage or any other loss.
c) An endorsement to provide thirty (30) days prior written notice in the event of cancellation
to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the
Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the
policy for cancellation due to non-payment of premium.
d) Provide that CONSULTANT’S insurance is primary insurance as respects the CITY, its
officers, employees and elected representatives.
e) if this insurance is written on a claims-made form, coverage shall be continuous (by
renewal or extended reporting period) for not less than twenty-four (24) months following
completion of the contract and acceptance by the City. Coverage, including any renewals, shall
have the same retroactive date as the original policy applicable to this contract.
NOTE:
i. If CONSULTANT has no owned, hired and non-owned autos or vehicles and/or autos or
vehicles will not be used in the performance of services under the contract, CONSULTANT shall
provide a signed letter, with the current date, on official letterhead stating such to meet the
requirement for owned autos.
3.COMMERCLAL GENERAL LLABILITY INSURANCE
Commercial General Liability Insurance including, but not limited to, Premises/Operations,
Personal & Advertising Injury, Products/Completed Operations, Independent Consultants and
Contractual Liability with minimum combined bodily injury (including death) and property
damage limits of $500,000.00 per occurrence, $1,000,000.00 products/completed operations
aggregate, $1,000,000.00 general aggregate.
The policy shall include:
f) An endorsement naming the City of Denton and its officers, employees and elected
representatives as additional insureds.
DocuSign Envelope ID: E5A03694-5FA8z18F2-A9BC-CA698BEACF96
g) An endorsement to waive of subrogation in favor of the City of Denton, its officers and
employees, for bodily injury (including death), property damage or any other loss.
h) An endorsement to provide thirty (30) days prior written notice in the event of cancellation
to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the
Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the
policy for cancellation due to non-payment of premium.
i) Provide that CONSULTANT’S insurance is primary insurance as respects the CITY, its
officers, employees and elected representatives.
j) if this insurance is written on a claims-made form, coverage shall be continuous (by
renewal or extended reporting period) for not less than twenty-four (24) months following
completion of the contract and acceptance by the City. Coverage, including any renewals, shall
have the same retroactive date as the original policy applicable to this contract.
4. PROFESSIONAL LIABILITY INSURANCE
If CONSULTANT is a licensed or certified person who renders professional services, then
Professional Liability Insurance to provide coverage against any claim which the CONSULTANT
becomes legally obligated to pay as damages arising out of the performance of professional
services caused by any negligent error, omission or act with minimum limits of $1,000,000.00 per
claim, $2,000,000.00 annual aggregate.
The policy shall include:
a) An endorsement to provide thirty (30) days prior written notice in the event of cancellation
to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the
Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the
policy for cancellation due to non-payment of premium.
b) Provide that CONSULTANT’S insurance is primary insurance as respects the CITY, its
officers, employees and elected representatives.
c) if this insurance is written on a claims-made form, coverage shall be continuous (by
renewal or extended reporting period) for not less than twenty-four (24) months following
completion of the contract and acceptance by the City. Coverage, including any renewals, shall
have the same retroactive date as the original policy
SECTION E. SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the CONSULTANT, the
CONSULTANT shall require each Subcontractor performing work under the contract, at the
Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits
DocuSign Envelope ID: E5A03694-5FA848F2-A9BC-CA698BEACF96
of insurance that are appropriate for the services/work being performed, comply with all applicable
laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name
CONSULTANT as an additional insured.
(2) CONSULTANT shall obtain and monitor the certificates of insurance from each Subcontractor
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, denial or failure to act by the CITY regarding any insurance supplied by
CONSULTANT or its subcontractors shall not relieve CONSULTANT of full responsibility orliability for damages and accidents as set forth in the contract documents. Neither shall the
bankruptcy, insolvency nor denial of liability by the insurance company exonerate
CONSULTANT from liability.
SECTION G. INDEMNITY
CONSULTANT AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITSOFFICERS, AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALLCLAIMS, LAWSUITS, JUDGMENTS, COSTS AND EXPENSES FOR PERSONALINJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM FORWHICH RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON ORPERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONSULTANT'SBREACH OF ANY OF THE TERMS OR PROVISIONS OF ITS ENGAGEMENT WITHTHE CITY, OR BY ANY NEGLIGENT OR STRICTLY LIABLE ACT OR OMISSION OF
CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS, INCONSULTANT’S PERFORMANCE UNDER ITS ENGAGEMENT WITH THE CITY;EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALLNOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR
FAULT OF THE CITY, ITS OFFICERS, AGENTS OR EMPLOYEES AND IN THEEVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF CONSULTANTAND THE CITY, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BEAPPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THESTATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITYAVAILABLE TO THE CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANYDEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THISPARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO ANDARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR
OTHERWISE, TO ANY OTHER PERSON OR ENTITY.
DocuSign Envelope ID: E5A03694-5FA8dj8F2-A9BC-CA698BEACF96
Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of theGovernment Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiringthe business entity to file Form 1295 electronically with 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 State
Print a copy of the completed Form 1295
Enter the Certificate Number on page 2 of this contract.
Complete and sign the Form 1295
Email the form to purchadng@cityofdenton.com with the contract number in the subject line.(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day afterCouncil award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
DocuSign Envelope ID: E5A03694-5FA848F2-A9BC-CA698BEAC;Egg_- ' EXHIBIT F
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor or other Person doing business with local governmental entit'
t lges 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 entity.
An offense under this section is a
KROLL, LLC
2 D Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
d Name of local government officer about 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?= Yes B No
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 uNo
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?
E] Yes m No
D Describe each employment or business and family relationship with the local government officer named in this section
4
5
Ld 1 have no Conflict of Interest to disclose.
DocuSigned by:
hid14tl 9ahit&£gnatlmwW with the governmental entity
5/20/2023
Date
DocuSign Envelope ID: E5A03694-5FA8zt8F2-A9BC-CA698BEACF96
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/L(1176.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 theparties. 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 localgovernmental 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 (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 governmental entity and vendor has been executed; or(ii) the local governmental entity is considering entering into a contract with the walk)c
(B) has given to the local govemment officer or a family member oftheofncer 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 governmental 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 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 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 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 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 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.
:orm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015
[k>cuSign
Certificate Of Completion
Envelope Id: E5A036945FA848F2A9BCCA698BEACF96
Subject: Please DocuSign: City Council Contract 8197 Property Appraisal
Status: Completed
Source Envelope:
Document Pages: 24
Certificate Pages: 6
AutoNav: Enabled
Signatures: 6
Initials: 1
Envelope Originator:
Christa Christian
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901 B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
5/1 7/2023 5:51 :17 PM
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: 5/17/2023 5:54:31 PM
Viewed: 5/1 7/2023 5:58:14 PM
Signed: 5/1 7/2023 5:58:20 PM
Completed
Using IP Address: 198.49.140.104
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 5/17/2023 5:58:23 PM
Viewed: 5/1 8/2023 8:02:49 AM
Signed: 5/1 8/2023 8:04:26 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
Mack Reinwand City Attorney
City of Denton
Security Level: Email, Account Authentication(None)
'DoeuSigned bV
IMartLLht#hh
.4B070831B4AA438
Sent: 5/1 8/2023 8:04:29 AM
Viewed: 5/19/2023 12:14:51 PM
Signed: 5/19/2023 12:15:02 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Michael Domin
Michael.domin@kroll.com
Managing Director
Security Level: Email, Account Authentication
(None)
'DocuSlgned brpI Michad Pdhib
.40A75EFE94B24F9.
Sent: 5/19/2023 12:15:06 PM
Viewed: 5/20/2023 8:23:19 AM
Signed: 5/20/2023 12:18:05 PM
Signature Adoption: Pre-selected Style
Using IP Address: 165.225.36.116
Electronic Record and Signature Disclosure;Accepted: 5/20/2023 8:23:19 AMID: 78abb584-lfa84409-bdb24e42fOf0650f
Signer Events
Sarah Kuechler
Sarah.Kuechler@cityofdenton.com
Director of Human Resources
Security Level: Email, Account Authentication(None)
Signature
'Duu819rnd bIC
I SArall kaullli.r,380421EH84D&ID.
Timestamp
Sent: 5/20/2023 12:18:09 PM
Viewed: 5/20/2023 1:19:09 PM
Signed: 5/20/2023 1:19:36 PM
Signature Adoption: Pre-selected Style
Using IP Address: 174.197.73.188
Signed using mobile
Electronic Record and Signature Disclosure;Accepted: 5/20/2023 1:19:09 PMID: 51 0a138e-bfc821936-bf1 8-b4b219f4cd9b
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: 5/20/2023 1:19:40 PM
Viewed: 6/7/2023 7:50:48 AM
Signed: 6 a/2023 7:51:17 AMUsing IP Address: 198.49.140.10
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication(None)
’Docu$1gn•d br1 SMA H++&
.523&DB296270423.
Sent: 6/7/2023 7:51 :20 AM
Viewed: 6/7/2023 7:52:09 AM
Signed: 6/7/2023 7:52:16 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 7:52:19 AM
Viewed: 6/7/2023 9:52:21 AM
Signed: 6/7/2023 9:53:12 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 6/7/2023 9:52:21 AMID: cbaaOc1 5-7c80-4c42-976e-10fe46e8c978
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: 5/17/2023 5:58:23 PM
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: 5/20/2023 1:19:39 PM
Viewed: 5/22/2023 8:48:35 AM
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 9:53:15 AM
Viewed: 6/7/2023 10:11 :06 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: ld4a5494-37c521847-8a2c-a5d3b10c641 f
Sent: 6/7/2023 9:53:17 AM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events
Envelope Sent
Envelope Updated
Envelope Updated
Certified Delivered
Signing Complete
Completed
Status Timestamps
5/17/2023 5:54:31 PM
5/1 7/2023 5:57:54 PM
5/1 7/2023 5:57:54 PM
6/7/2023 9:52:21 AM
6/7/2023 9:53:12 AM
6/7/2023 9:53:17 AM
Hashed/Encrypted
Security Checked
Security Checked
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: Michael Domin, Sarah 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. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need fIrst to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent’ form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing @cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address. .
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing @cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems
Browsers (for SENDERS
Browsers (for SIGNERS):
Windows2000? or WindowsXP?
Internet Explorer 6.0? or above
lternet Explorer 6.0?, Mozilla FireFox 1.0,NetSca'7.2 (or above
c
x
Email
Screen Resolution
Enabled Security Settings
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 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.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree’ box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.