HomeMy WebLinkAboutResolution - 2023-R0413 - Contract 17464, With Unite Private Networks, LLC - 08/22/2023Resolution No. 2023-R0413
Item No. 6.31
August 22, 2023
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THC CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby autharized and directed to execute
for and on beha�f of the City af Lubbacic, Service Contract No. 17464 for Dark �iber Project to
cor►nect City facilities, by and between the City of Lubbock and Unite Private Networks, LLC,
and related documents. Said Contract is attached hereto and incorporated in this resolution as
if fully sec forth �terein and shall be included in the minutes oithe City Council.
Passed by the City Council on Au�,,ust 22, 2023
�
TRA"Y' PA E, . AYOR
AT' EST:
Caurtney Paz, City Se ry
APPROVED AS TO CONTENT:
� � �,��
Brooke Witcher, Assistant City Manager
APPR4�l ED�A'�"i��ORM:
First Assistant City Attorney
ccciocsll;'RES.Gontract-lfnite Private Networks, LLC
August l0, 2023
Resolution No. 2023-R0413
CITY OF LUBBOCK, TX
SERVICE CONTRACT
Contract No. 17454
The underlying agreement through which Unite Private Networks, LLC ("UPN" or "Contractor"} leases Dark
Fiber services to the City of Lubbock (the "City") makes its cooperative purchase is as follows: Contract 220105
Technalogy Solutions, Products a�d Services between The Interlocal Purchasing System (TIPS} and UPN executed
on May 25, 2022 and effective through May 3 2027.
This 5ervice Agreement (this "Agreement") is entered into as of the final signature hereto, ("Effective Date")
by and between Contractor and the City.
RECITALS
WHEREAS, the parties enter into this agreement in accordance with Local Government Code (LGC}
§271.102 (b); and
WHEREAS, Contractor desires to perform as an independent contractoe to lease Dark Fiber and related
services ("Services") to the City upon terms and conditions rnaintained in this Agreement; and
NOW THEREFOR�, for and in consideration of the mutual promises contained herein, the City and
Contractor agree as fol�aws:
City and Contractor acknowledge the Agreement consists ofthe following exhibits, which are attached hereta
and incorporated herein by reference, listed in their order of priority in the event of inconsistent or contradictory
provisions:
I . This Agreement
2. Exhibit A�-� Quotes 43415 and 434 ] b
3. Exhibit B- Contract 220105 Technology Salutions, Products and 5ervices Summary
4. Exhibit C�- Certificate of lnsurance
Scope of Work
Contractor shall provide the services that are specifed in Exhibit A. The Contractor shall comply with all the
applicable requirements set forth in Exhibit B and C attached hereto.
Article 1 Terms
L I Contractor shall use its commercially reasonable efforts to render Services under this Agreement in
a professional and business-like manner and in accordance with t�e standards and practices
recognized in the industry.
1.2 UPN shall issue a Service Commencement Letter {as "Ser�ice Commencement Letter" is hereinafter
defined) upan installation and delivery of the dark fiber service contemplated herein (the "City
Fibers"). City shall either accept or reject the City Fibers within five (5) days of UPN issuing the
associated Service Commencement I,etter. If City rejects the City Fibers, City shall provide a written
description reasonably detailing failure. UPN shakl then re-test and issue another Service
Commenceinent Letter. This process shall cantinue until the City Fibers are in compliance with
industry standards and the terms and conditions of this Agreement.
€,3 City shall pay ali undisputed charges by chec�C or wire transfer of immediately available funds to the
account designated by UPN, unless otherwise agreed to by the Parties. All undisputed charges shall
be paid by City within thirty (34) calendar days following receipt of an invoice from UPN. Any
undisputed portion of an invoice not paic� by the applicable due date shall be overdue and City s�all
incur a fee of ].5°�o per month, or the maximum amount permitted by law, until the undisputed
portions of the invoice are paid in full. Unless otherwise stated in the Sarvice Order, all MRC be
subject to an annual increase equal to the greater of {i} three perce�t (3%} or (ii) the cumulative
increase in the U.S. Consumer Price Index, All Urban Consumers (CPI-U), U.S. City Average,
published by United States Department of Labor, Bureau of Labor Statistics for the preceding l2-
month period.
1.4 At each endpoint of each dark fiber service, the Point of Demarcation shall be UPN's zero manhole
within the public right-of-way ("Zero Manhole"). Point of Demarcation extensions may carry
addittonal charges.
l.S UPN shall �erform all routine and emergency maintenance on all dark fiber services. UPN shall
use its best efforts to perform routine maintenance between the hours of 12:00 AM and 6:00 AM,
local time, to minimize any potential disruptive impact on the continuity or performance level of the
City Fibers. Notwithstanding the preceding, UPN may perform urgent maintenance at any time for
purposes such as restoration of continuity to a severed or partially-severed fiber optic cable,
restoration of dysfunctional power and ancillary support equipment, or correction af any potential
jeopardy conditions that could affect the City Fibers or UPN's network.
I.6 Subject to UPN's consent, City may attach electronic equipment to the City Fibers. City must
immediately remove any equipment adversely impacting the City Fibers or UPN's network
imrr�ediately upon notice from UPN.
I.7 In the event that UPN terminates this Agreement for City Default (as "City Default" is defined
herein} or City terminates this Agreement for any reason other thatt UPN Default (as "UPN
Defa�lt" is defined herein) or in accordance with Section I.14 below ("Early Termination"), City
shall pay an early termination fee ta UPN which shall be equai to (i) 100% of ihe remaining
monthly recurring charges plus {ii} any waived or otherwise unpaid NRC or special construction
charges, plus (iii) any fees payable to third parties and attributabte to the terminated services, if any,
to the extent such fees are not ca}�tured by the amounts in subsection {i) af this section (together, the
"Early Termination Liability" or "ETL"). ETL shali be due and payable within thirty (30} days of
the date of an invoice for the same. City acknowledges that ETL is a reasonable estimate of
liquidated darr�ages to be suffered by UPN as a result of the termination and not a penalty.
l.8 If UPN determines in its reasonable business judgment, or is required by a third party with
applicable legal autharity, to relocate all or any portion of the City Fibers or any of the facil�ties,
materials, or equipment used to furnish the City Fibers to City, UPN shall provide City prior written
notice af any such relocation, if possible, and City shaU pay its Proportionate Share of the costs.
"�'roportionate Share" means a fair reasonable amount determined by UPN in good faith.
].9 Either party shalE be in default ("UPN Default" or "City Default" as applicable) under this
Agreement in the event a party fails to comply with any materiaf obligation, agreement, term, or
provision of this Agreement or the Service Order and such failure continues for more than thirty
(30} days after receipt of written notice fram the other party.
I.10 ZN NO A PARTY'S DAMAGES RESULTING FR�M A BREACH OR VIOLATION OF ANY
MATERIAL OBLIGATION, AGREEMENT, TERM, OR CONDITION CONTAINED [N THIS
AGR�EMENT OR ANY ACT OR �MISSION ARISING FROM OR RELATED TO THIS
AGRE�MENT SHALL B� LIMITED TO ACTUAL DIRECT �AMAGES.
I.l I Neither party shall be in default uncier this Agreement or a Service Order with respect to any failure
or delay in performing its obligations hereunder to the extent that such failure or delay is caused by
acts of nature, God, wars, revolution, civil commotion, acts of public enemy, embargo, acts of
government in its so�ereign capacity, labor diffculties, strikes, slowdowns, picketing or boycotts,
damage to fiber or facilities caused by a third party, delays caused by the inaction of utilities, local
exchange carriers, cities, municipalities, or other political subdivisions in granting access to rights
of way, poles, or any other required items or any other circumstances beyond the reasonable control
and not involvi�g any fault or negligence af the delayed party (each, a"Force Majeure Event"). If a
Force Majeure Event occurs, the party affected by such Force Majeure Event shall be excused from
performance under the applicable Service Order on a day-to-day basis during the continuance of
such Force Majeure Event.
1. l2 The term of this Agreement shall commence as of Contractor's installation of Services and remain in
effect For ihirty-six (36) months (the "Initial Term"). Thereafter, this Agreement shall automaticakly
renew for successive one (]) year periods (each, a"Renewal Term") unless and until terminated by
either party upon ninety (90} days' notice to the other party prior to the expiration of the Initial Term
or any a�plicabie Renewal Term.
1.13 The Ciry shall not assign any interest in this Agreement and shall not transfer any interest in the
Agreement, whatsoever, without prior consent of the Contractor. Contractor may at any time, without
consent but on written notice to the City, assign its rights and obligations under this Agreement to (i)
any affiliate, or (ii) a person, firm, corporation, partnership, association, trust or other entity which
purchases all or substantially all of its assets whether via merger, sale, stock purchase, or other similar
equiky arrangement. Any assignment shall be binding upon and inure to the benefit of the parties and
their respective permitted successors and assigns.
l. i4 All funds for payment by the City under this Agreement are subject to the availability af an annual
appropriation for this purpose by the City. In the event of non-appropriatian of funds by the City
Council of the Ciry of Lubbock for the goods or services provided uncfer the Agreement, the City will
terminate the Agreement, without termination charge or other liability, on the last day of the then-
current fiscal year or when the appropriation made for the then-current year for the goods or services
covered by this Agreement is sper�t, whichever event occurs first, subject to the following conditions:
(i) City agrees to request all appropriations from the City Council required to fulfill its obligations
hereunder, and (ii) if sufficient funds are not appropriated, City shall notify UPN before terminating
this Agreement to discuss an alternate payment schedule or amendment to this Agreemeni. If at any
#ime funds are not appropriated for the continuance of this Agre�ment and the foregoing conditions
are met, cancellation shall be accepted by the contractor on 30 days priar written notice, but failure
ta give such notice shall be of no effect and the City shall not be obligated under this Agreement
beyond the date of termination.
Article 2 Miscellaneous.
2.1 This Agreement is made in the State of Texas and shall For all pur�oses be construed in
accordance witn the laws of said State, without reference to choice of law provisions.
2.2 This Agreement is performable in, and venue of any action re�ated or pertaining to this
Agreement shall lie in, Lubbock, Texas.
2.3 This Agreement and its Exhibits contains the entire agreement between t�e City and
Contractor and supersedes any and all previous agreements, written or orai, between the
parties relating to the subject matter hereof. No amendment or modificatian of the terms af
this Agreement shall be binding upon the parties unless reduced to writing and signed by
both parties.
2.4 This Agreement may be executed in counterparts, each of which shail be deemed an original.
2.5 In the event any pro�ision of this Agreement is held illegal or invalid, the remaining
provisians of this Agreement shall not be affected thereby.
2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of
any parties otherwise to insist upon strict perfarmance of any provision hereof shall not
constitute a wai�er of any subsequent breach ar of any subsequent failure to perform.
2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their
respective heirs, representatives and successors and may 6e assigned by Contractor or the
City ta any successor only on the written appro�al of the other party.
2.8 All claims, disputes, and other matters in question between the Parti�s arising out of or
relating to this Agreement or the breach thereof, shall be formally discussed and negotiated
between the Parties for resolution. In the event that the Parties are unable to resolve the
claims, disputes, or other matters in question within 30 days of written notification from the
aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies
a�ailable at law or in equity.
2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit
representative of the City, at its expense and upon r�inety (90} days' prior written notice to
Contractor, reserves the right to audit Contractor's records and books relevant to all services
provided to the City under this Contract. In the event such an audit by the City re�eals any
errors (including underpayment or overpayments by the City), the parties sha�l remedy such
errors within 30 days of such audit findings.
2. I 0 Each party reserves the right to exercise any right or remedy to it by law, contract, equity, or
otherwise, including without limitation, the right to seek any and all forms of relief in a caurt
of competent jurisdiction. Further, neither party shall be subject to any arbitration process
prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein
are cumulative and not exclusive, and may be exercised concurrently. To the extent of any
conflict between this provision and another provision in, or related to, this do.
2.11 The Contractor may utilize subcontractors in performance of this Agreement, but Contractor
shall remain responsible for the work performed by any subcontractor.
2.12 Contractor acknowledges by supplying any Goods or Services that the Contractar has read,
fully understands, and will be in full compliance with all terms and conditions and the
descriptive material contained herein and any additional associated docurnents and
Amendments. The City disclaims any terms and conditions provided by the Contractor unless
agreed upon in writing by the parties. In the event of conflict between these terms and
conditions and any terms and conditions provided by the Contractar, the terrns and conditions
provided herein shall prevail. The terms and conditions provided herein are the final terms
agreed upon by the parties, and any prior conflicting terms shal! be of no force or effect.
2.13 Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist
Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code,
prohibits the City from entering into a contract with a �endor that is identifieci by The
Comptroller as a company known to have contracts with or pro�ide supplies or service with
Iran, Sudan or a foreign terrorist organization.
2.14 Texas Public Information Act. The requirerr�ents of Subchapter J, Chapter 552, Government
Code, may apply to this contract and the contractor or vendor agrees that the contract can be
terminated if the contractor or vendor knowingly or intentionally fails to comply with a
requirement of that subchapter. To the extent Subchapter 1, Chapter 552, Government Code
applies to this agreement, Contractor agrees to: {I) preserve all contracting information
related to the contract as provided by the records retentio� requirements applicable to the
governmental body for the duration of the contract; (2) promptly provide to the governmental
body any contracting information related to the contract that is in the custody or possession
of the entity on request of the governmental body; and (3} on completion of the contract,
either: (A} provide at no cost to the governmental bady all contracting inforrnation related to
the contract that is in the custody ar possessian of the entity; or {B) preserve the contracting
informat�on related to the contract as provided by the records r�tention requirements
applicable to the governmental body.
2.15 No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, a} This
section applies only to a contract that: (1} is between a governmental entity and a company
with 10 or more full-time employees; and (2} has a �alue of $100,000 or more that is to be
paid wholly or partiy from pubiic funds of the governmentaE entiry. (b) A governmental entity
may not enter 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 terrn of the contract.
2. I 6 Texas Go�ernment Code 2274. By entering into this Agreement, Contractor verifies thar. (1)
it does not, and will not For the duration of the contract, have a practice, policy, guidance,
or directive that discriminates against a�rearm entity or firearm trade association or (2}
the verification required by Section 2274.002 af the Texas Government Code does not apply
to the contract. If Contractor is a company with 10 or more full-time employees and if this
Agreement has a value of at least $100,000 or more, Cantractor �erifies that, pursuant ta
Texas Govemment Code Chapter 2274, it does not have a practice, policy, guidance, or
directi�e that discriminates against a firearm entity or firearm trade association; and witl not
discriminate during the term of the contract against a firearm entity or firearm trade
association.
2.17 Contractor represents and warrants that: (1} it does not, and wilt not for t�e duration of the
contract, boycott energy companies or (2) the verification required by Section 2274.002 of
the Texas Government Code does not apply to the contract. If Contractor is a company with
10 ar more full-time employees and if this Agreement has a �alue o#�at least $100,000 or
more, Contractor �erifies that, pursuant to Texas Government Code Chapter 2274, it does
not boycott energy companies; and will not boycott energy companies during the term of the
Agreetr�ent. This verification is not required for an agreement where a governmental entity
determines that these requirements are inconsistent with the go�ernmental entity's
constitutianal or statutory duties related to the issuance, incurrence, or management of debt
obligations or the deposit, custody, management, borrowing, or investment oifunds.
2.18 Confidentiality. Eaci� party shall retain all informatian received from or concerning the other
party in strictest confidence and shall not reveal such information ta third parties without
prior written consent of the City, unfess otherwise required by law.
2.19 [ndemnify. To the extent permitted by applicable law, each party shal} indemnify and save
harmless the other party and its �lected officials, offcers, agents, and employees from al�
suits, actions, lasses, damages, claims, ar liability of any kind, character, type, or description,
including without limiting the generality of the foregoing, all expenses of litigation, court
costs, and attorney's fees, for injury or death to any person, or injury to any property, received
or sustained by any person or persons or property, to the extent arising out of, related to or
occasioned by, the negligent acts of t�e indemnifying party, its agents, empioyees, andlor
subcontractors, related to the pecformance, operations or omissions under this agreement
andlar the use or occupation of city owned property. The indemnity obligation provided
herein shall survive the expiration or termination af this agreement.
[The remainc�er of this page is intentionally left blank. Signature page to follow.]
IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date.
CITY OF LUBBOCK UNITE PRIVATE NETWORKS, LLC
. . - � - Gi �� t % _,/./�i, �� � -
TRAY P -� MAYOR MATT WILTANGER, GENERAL COUNSEL
A �.ST:
Cou ney Paz, City Secret
Emai I: legaldept@upnfiber.cam
Address: 120 W. 12'h Street, Fl. 11
Kansas City, MO 64105
A �ROVED AS TO CONTENT
James rown, [nformation �'�}tm�r gy
Director
Exhibit "A"
Vendor: Unite Private Networks
TIPS ID: 220105
Company: City of lub6ock
Company Name City of Lubbock
AddreSs 1314 Avenue K
City, State ZIP Lubhock, Texas 794�1
TIPS City of Lubbock Ser►rice Quote
Dark Fiber
Company Contact: lames Brown
Phone: 8pfi-775-2372
Email: jbrown@mylubbock.us
te Valid Until: 8/21/2023
Bandwidth Servlce Descriptian
1 v�ir
OAP:43415
Address
C:�ty of 1 t�I�pt7rk t.ti�rn� f�,we' 11 bl� Avg. K tr,
a�rk��her RcescCenv:� PE�¢:adr^�.vi�4�Rl�a4��4�,++c;.
e��ry ,�t iV4 COmBr pi �� YQ Avt� K a s d� Ver;c
entry
Unite_
IffYI/f NIT�01is
UPN 5ales Contact: Kathy Fioquemore
Phone: 606-549-9653
Email: kathy.roquemore�lupnfiber.com
Term
36
Cost
MRC
$1,450.00
NRC/Installatian
$0
Dark Fiber Service - Point to Point
� City af '
Lubbaek Approximately 14 miles
r�r�s � ,,��*.
�
UP111 Eanlnmerit (3uide
� Fibar Dishibudon Panel
■ �00%F�Ep NiivLS7RYCTURE
■ CIISTOM pESlGNEb NETWORK
■ oe��cnr�n vno�rr M�war,�a
■ UlT11A SfALADI[ sANMMtDTI#
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UPN Prorldinp: Qark Fiber � ParK to Poirrt Servioe
• Entry: Singb �Idine Ertirance Lateral
• CPE: UF�N Pravided Fibei Distribulion Panel (hio Electrorica Pra+ridec�
. Fiber Count:l Pair (2 �ibar Strarxls)
• Osmarc: Mlnimum FbIM Of EnUy
• LONCFA: UpfJ Fsrovidea At The UPN Dema ro
• Hanti Olf: Sinyle InteAaee - Src�1e Mo� Flber/ iC COnneGlorB
�: Cusromer requesteE chanpes diEerir►p from abava ooniipuration ooukl reauk
in �tipnel �aryes Custortq� rasponsible lor erosa ow�nbqiona when �pl�bb
LEsi�lQ
� UPN 6dpinp Flb�r
UPN N�tirfl6K 9WId
Lopiea! Dasipn:
�Ie���a� VIT%tB
Vf.0 IMMN M�MM�
t 1121fZ022
TIPS [ity of Lubbock Serrrice Quote
Dark Fiber
Vendor: Unite Private Networks
TiPSID:220105
Cpmpany: City of Lubbotk
Company Name City of Lubbock
Address 1314AvenueK
City, State ZIP Lubbock, Texas 79401
4uote Valid Until:
Bandwidth
�
= pa;r
Lub1iock
e�r��
Service Description
dark Fib�:r
.
Un�te
r�iv�n rrrrrowrs
UPN Sales Contad: Kathy Fioquemore
Phone: 606-549-9653
Email: kathy.roquemore�upnfiber.com
�erm
36
Cost
MRC
$1,250.00
NRC/InsWllatlon
$0
Dark Fiber Service - Point to Point
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[ompany Cantact: James Brawn
Phone: 806-775-23T2
Email: j6rown�mylu6botk.us
OPP:43416
Address
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�iCfFP.'7i'pwer I1�14 �ve. K) Ertry+at NE
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UFN lrrovldi�tp: Uatlt �Iber —€�aittl w f�oinl5ervipe
• Er�try: Smple BuGdmp Entranee Latabl
• CPE: UPN Pi�avf�ed Fiber DietributiCn Pan41(t�fo �IeCtrorrCB PravlQe�}
• Fibar COu11l:1 I�au {2 Fi4@t Str8nd6�
. D�rRsrc: AAuumum Poirt O! Enry
. LOAlCPA: t1F�1 PrOv+des At �he UpN Demaro
. Nand Of't: Sinple Irrerlece • Su�g1e AAoda Fiberl lC Comscton
�: GuslDrrMr rp�Mst�d drsnpOs di!!l�r�p trOm �6wb oork�Qu�at�on oould rOW t
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i1�21?�77:
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1of1
Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY
Camplete IVos. 1, 2, 3, 5, and 6 it there are no interested parties. CERTIFICATION OF FILING
i Name af business entiry filing form, and the city, state and country of the husiness entity's place Certificate Number:
of business. 2023-10511$6
Unite Pri�ate Neiworks, LLC
Kansas Ciry, MO United 5tates Date Filed:
2 Name of gavernmental entity or state agency that s a party to the contract for which the form is 07/26/2023
being filed.
City of Luhbock Date Acknowledged:
g Provide the IdentiBcation number used by the go�ernmental entity or state agency to track or identity the cantract, and provide a
description of the services, goods, or other property to be pravided under the contract.
17464
Dark Fiber and related services
Nature of interest
4 Name of Interested Party City, State, Country (place af business) (check applicahle)
Controlling lntermediary
5 Check only if there Is NO Interested Pariy. ❑
X
6 UNSWORN DECLARATION
Sam 5torrs
My name is , and my date of 6irth is
My address is 120 W. 12th Street, Floor 11 Kansas City MO ��OS USA
(streeq {ciryf {state) {zip oodej qcauntry}
I declare under penalry of perjury that the foregoing is uue and correct.
Executed in 1a��On Caunty, State of Missouri , on the 26th day of July , 20 23 .
(month) (year}
���
Signature of authorized agent of contracting l�usiness entity
(�eclarent)
Forms provided by Texas Ethics Commission www,ethics.state.tx.us Version V3.5.1.a18ea2ca
CERTIFICATE OF INTERESTED PARTIES
FORnn 1295
iori
Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and s if there are no interested parties. CERTIFICATION OF FILING
i Name of business entity filing form, and the city, state and cauntry of the business entity's place Certificate Number:
of business. 2023-105L18fi
Unite Private Networks, LLC
Kansas City, MO United Stakes oate Filed:
2 Name of governmental entity or state agency that is a party to ihe contract for which the form is 07126I2023
being filed.
City of Lubbock Dake Acknowledged:
08/21/2023
g Provide the identification number used by the governmental entity or state agency ta track or identify the contracf, and provide a
description of the services, goods, ar other property to be provided under the contract.
17464
Dark Fiber and related ser�ices
Nature of interest
4
Name af Interested Party City, State, Country (place af business) (check applicadle]
Controlling Inte�mediary
5 Check only if there is NO Interested Party. ❑
X
6 UNSWORN [SECLARATION
My name is , and my date af birth is
My address is ,
(street) {city} {state� (zip code) {country)
I detlare under penalry of perjury that the foregoing is true and correct.
Executed in County, State of , an the dey of , 20
(mon�hj (yearJ
5ignature ot authorized agenl of contracting business entiry
(Declarant)
Forms provided hy Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.a18ea2ca