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7116- PSA- Development Services Fee Study-Final Executed Contract Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 PSA N/A Development Services Fee Study- Matrix Consulting Group 7116 Kelly Smith City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 11 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7116 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Matrix Consulting Group, Ltd., with its corporate office at 201 San Antonio Circle, Suite 148 Mountain View, California 94040, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Conduct a Fee Study for Development Services including Building, Planning, and Engineering, as described in Exhibit A, which is attached hereto and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 7/3/2019 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 11 A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit A as if written word for word herein. B. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit A, which shall be attached to this Agreement and made a part hereof. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit A. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit A. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 11 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit A. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit A which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $40,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 11 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit A. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 11 Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 6 of 11 will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Matrix Consulting Group, Ltd City of Denton Courtney Ramos- Vice President Purchasing Manager –File 7116 201 San Antonio Circle, Suite 148 901B Texas Street Mountain View, California 94040 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 7 of 11 ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 8 of 11 ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – Consultant’s Scope of Services Offer and Project Schedule Exhibit B- Consultant’s Insurance Information Exhibit C- Conflict of Interest Questionnaire What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be authorized. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 9 of 11 D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. 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. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 10 of 11 Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 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, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 7/3/2019 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 11 of 11 CITY OF DENTON, TEXAS “OWNER” __________________________________ KELLY SMITH, ASSISTANT BUYER JENNIFER WALTERS, CITY SECRETARY By:______________________________ MATRIX CONSULTING GROUP, LTD., “CONSULTANT” ___________________________________ BY: COURTNEY RAMOS ITS: VICE PRESIDENT THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Assistant Finance Director Assistant Finance Director David Gaines Proposal to Conduct a Development Services Fee Study DENTON, TEXAS matrix consulting group Exhibit ADocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Table o.f Contents Letter of Transmittal Consultant Information 1 •••a••••••••••• ~••••••••••••••••••••~•••••••••••••••••••••••••••••••••••••~••••• Project Approach I Scope of Services 4 •••&•••••••••••••••• ••• ~••• ''' •••••• ••• ••••••• ••••~•••w ~·•••••-••••••• • Proposed Schedule and Pricing 12 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 matrix consulting group David Gaines Director of Finance City of Denton 215 E. McKinney Denton, TX 76201 Dear Mr. Gaines: June 14, 2019 The Matrix Consulting Group is pleased to have this opportunity to submit a proposal to Conduct a Development Services Fee Study for the City of Denton. This study will allow the City to evaluate current services and fees, determine the current level of cost recovery, and ensure compliance with local and state laws for user fees. Our firm understands the urgency and importance of maximizing revenue recovery, and is committed to helping our clients create and establish documented and defensible policies and procedures that meet current and future needs. The Matrix Consulting Group stands apart from other firms for the following reasons: Experience in cost of service studies: Our firm and consulting team have extensive experience conducting financial studies for jurisdictions in Texas and throughout the U.S., including the following jurisdictions: Austin (TX), Dallas (TX), Asheville (NC}, and Ft. Lauderdale (FL). Client accessibility: The Matrix Consulting Group will help the City reach its goals because we understand its issues and needs, and are committed to serving our clients providing a personal, hands-on approach. Project team qualifications: We are proposing a highly qualified team, with the proposed project manager, the leader of our Financial Services Practice, and a GFOA and CSMFO member. For any questions pertaining to this proposal, please contact me at the address or phone number listed below. Richard Brady President Ri.c~cn-~ P. 'Bv-Ci~tj Matrix Consulting Group 201 San Antonio Circle, Suite 148 "'Mountain View, CA 94040 «650.858.0507 r'650.917.2310 fax California, Illinois, Massachusetts, Texas, Washington DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Proposal to Conduct a Development Services Fee Study CITY OF DENTON, TX 11 Consultant Information The Matrix Consulting Group specializes in providing analytical services to local governments to assist them in providing responsive, efficient, and effective services to the public. Our service focus is financial, management, staffing and operations analysis of local government. Our firm's history and composition are summarized below: We were founded in 2002, and incorporated in California. We are also incorporated in Texas. Our headquarters are based in Mountain View, California, with a satellite office in Southern California. We also have offices in Texas, Oregon, Illinois, North Carolina, and Massachusetts. Financial services are a core service area for the firm, which we have provided since we were founded. 2 Proposed Project Team The primary staff being proposed by the Matrix Consulting Group are all full-time employees of our firm. The specific roles of each proposed project team member are outlined below: Courtney Ramos: Financial Services Vice President for the Matrix Consulting Group will serve as the Project Manager. Ms. Ramos will be the primary contact for the project and will provide her expertise in discussing draft reviews and presenting results. Khushboo Hussain: A Senior Manager with the Matrix Consulting Group and will serve as the Lead Project Analyst. Ms. Hussain will lead interviews and coordinate necessary data collection for the financial analysis, discuss policies, and work with Data Analysts to compile and analyze the data. Jessica Mizenko: A Senior Consultant with the Matrix Consulting Group, will serve as a Data Analyst. Ms. Mizenko will assist with collection and compilation of necessary data, model development, and provide analytical support. The following table provides abbreviated biographical summaries for the staff who would manage, lead and conduct the project. Matrix Consulting Group Page 1 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Proposal to Conduct a Development Services Fee Study CITY OF DENTON, TX Courtney Ramos Vice President, Project Manager Khushboo Hussain Senior Manager, Lead Analyst Jessica Mizenko Senior Consultant, Data Analyst Since joining the firm in 2004, Ms. Ramos has managed and assisted with numerous cost allocation plans, user fee, management, operations, and staffing analyses for our California and national clients. Most recently, Ms. Ramos managed cost of service studies for the following jurisdictions: San Mateo, Redwood City, Cupertino, Sunnyvale, Vacaville, Suisun, Livermore, and Winters (CA), Fort Lauderdale, Kissimmee, and Cape Coral (FL); Asheville, (NC) Austin and Dallas (TX). Ms. Ramos was a member of the project team who conducted the City's previous Cost Allocation Plan and User Fee Study in 2012. Ms. Ramos developed the Technical Models used by the Matrix Consulting Group. All of the references included have Ms. Ramos as the Project Manager. Ms. Ramos is a GFOA and CSMFO member and is trained in OMS Cost Allocation Guidelines. Ms. Hussain has been a part of the Matrix Consulting Group for more than five years. While the primary focus of Ms. Hussain's tenure has been on Financial Services studies, she is also highly knowledgeable with Management Consulting, specializing in policies and procedures. Most recently, Ms. Hussain has led or assisted with studies for the following jurisdictions: South El Monte, Livermore, Downey, Vacaville, Fairfield, Long Beach, Orange, Montebello, Manhattan Beach, as well as Austin and Dallas (TX). Ms. Hussain is a CSMFO member and is trained in Best Management Practices for User Fee and Revenue Enhancement practices. A Senior Consultant who has worked with senior staff with cost allocation and user fee studies in Dallas (TX), Miami Beach (FL), Champaign (IL) Hercules (CA), Pacific Grove (CA), Montebello (CA), Orange (CA), Redwood City (CA), and San Bernardino County (CA). She is assigned to support our senior staff with a focus on Financial and Development services. Prior to joining the Matrix Consulting Group, Ms. Mizenko worked in Data Analytics for various Silicon Valley firms. Each member of our proposed project team has successfully managed or participated in studies similar to the City's requested scope of work. 3 Fee Study Experience Our firm has extensive experience in evaluating development review permitting functions for Building, Planning, Engineering, and Fire Prevention. From the basic process steps for submitting, reviewing, inspecting, and approving applications and permits to development of processes, procedures, and cost recovery goals, our project teams are able to address topics such as: Matrix Consulting Group Page 2 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Proposal to Conduct a Development Services Fee Study CITY OF DENTON, TX --·--·-·---------------------·-·--· .. --- The best metric for assessing fees, such as building valuation, square footage, construction estimate, or number of fixtures. Appropriate deposit amounts, guidelines, and processes to ensure actual cost recovery is achieved. Setting fees at levels that both recover costs, but are not prohibitive to the community. Cost recovery and implementation options for support services including General Plan Updates, Technology Fees, GIS, etc. Beyond understanding processes and assessing time estimates provided, our project teams are aware of the cross-departmental support associated with application and permit services. These costs are included in the full cost calculation, and can be expressed as part of the established fee, or pulled out as a separate fee. The primary focus of our financial studies is to provide documented and defensible cost recovery studies, and most importantly ensure our clients understand the analysis and how to implement results. Matrix Consulting Group Page 3 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Proposal to Conduct a Development Services Fee Study CITY OF DENTON, TX 2 Project Approach I Scope of Services The Matrix Consulting Group works with a wide variety of clients ranging from small towns to major metropolitan cities in over 41 states across the U.S. Every project is unique, and is managed according to the following essential project approaches: Reputation for effective project management: Our clients value the personal attention, enthusiasm, responsiveness, timely delivery, and expertise provided on their projects. This attention to project management is demonstrated in our work approach, as shown in the detailed work plans provided for each project. Cross-trained project team: Our project team's background in both financial and management analysis provides them with a unique understanding of the work processes and service level assumptions behind cost and fees for service. Communication with the City: At the onset of the project, a detailed schedule will be developed outlining key deadlines and deliverables, and regular progress reports will be provided to the City's Project Manager. We are known for being available to clients and for providing prompt responses to questions or issues. City staff support: The Matrix Consulting Group is mindful of the City's current workload and our approach is to work with our clients' staff to minimize project impacts through strong project management, clear expectations of our roles versus staff roles, and careful as well as realistic scheduling. Workshop data gathering approach: The facilitation of data gathering workshops allows the project team to obtain more accurate time and service level data. It also provides staff with the knowledge needed to explain how results were derived and the assumptions behind the analysis. Excel-based analytical models: Our technical cost plan and user fee models are based in Microsoft Excel, which provides .our clients with the ability to adapt and update them from year to year as their organization changes. Using Excel as the platform for our models eliminates costs and additional training associated with software products and licensing, These approaches have led to high rates of implementation for all of our project results. The following sections outline our approach to project management and quality control, scope of services, and project schedule. Matrix Consulting Group Page 4 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Proposal to Conduct a Development Services Fee Study CITY OF DENTON, TX 1 Project Management and Quality Control We believe very strongly in the science of our craft, especially as it relates to cost allocation and cost of service studies. As such, our firm utilizes quality control techniques which include: Project Management: Ensuring our projects meet the needs and timelines of our clients are accomplished through the following: The project manager and lead analyst develop general and project specific data collection plans and interview guides for all of our staff in each departmental function. All project work activities are defined in advance and tied to each project team member, deliverables, the schedule and the budget. We have frequent client review meetings to discuss the quality and direction of the project through interim deliverables and draft documents. Quantitative Results: Financial analyses are used to develop budgets and projections, and often are subject to public oversight and review. For this reason, our firm ensures data determined quality control through the following: Expenditure data entered into cost models are tied to Town documents or projects. Revenue projections developed are based upon existing workload and projected development activity and can be reconciled based upon numerical assumptions. The project manager designs and personally reviews all interim and final products before they are delivered to the client. These project management approaches have resulted in all of our projects being delivered at a high level of quality, on time and on budget. 2 Comprehensive Fee Study The City of Denton is looking to establish the full cost of providing development services including Building, Planning, and Engineering. The following tasks include a narrative, associated activities, and projected staff time requirements for completing this Comprehensive Fee Study. Matrix Consulting Group Page 5 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Proposal to Conduct a Development Services Fee Study CITY OF DENTON. TX Task i I Determine and Review Initial Documentation The project team will provide the City with a written "Data Collection List" outlining documents and information needed prior to our first onsite visit This data request typically includes the following items: Current Fiscal Year adopted Budget for relevant Departments. Most recent completed Fiscal Year revenue reports for relevant Departments. List of all budgeted personnel by Department/Division. List of all current fees being charged by the City to be included in the analysis. Detailed organizational charts for the relevant Departments. Before our first on-site visit, we will review this information to familiarize ourselves with strengths, weaknesses and opportunities for improvement related to the City's existing fee structure. In addition, we will familiarize ourselves with the budgetary and staffing structures relevant to fees for service. Task 2 Project Initiation -Establish the City's Goals and Objectives for the Study, and Identify Trends and Plans Which Impact Cost Recovery Analysis and Policy To effectively analyze and present the full cost of providing development services, it is important that the project team develops an understanding of key issues which impact and shape the City's service delivery and cost recovery policies. To develop this perspective and customize the structure of the project, we plan to do the following: Conduct an initial meeting with the City's management staff to solidify the exact parameters of the Study. Develop a detailed project management plan, including timelines and associated deliverables. Conduct discussions regarding the City's current fee structure and any potential changes. Review and identify existing fee resolutions, cost recovery policies or established subsidies. Matrix Consulting Group Page 6 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Proposal to Conduct a Development Services Fee Study CITY OF DENTON, TX Based upon this meeting, the project team will provide the project management plan and schedule and begin meeting with Departments to conduct the fee and nexus study. Task 3 I Develop a Schedule of Current and Potential Fees for Service The scope of this effort will be all fees for service charged by the City. Current as well as potential fees and charges will be identified and documented. The project team will work with staff to go through their current fee schedules in line-item by line-item detail. Options will be discussed regarding renaming of fees, elimination of fees, or addition of new or expanded categories to better reflect the services being provided. Meetings with staff will identify the areas of greatest potential cost recovery, and structure and expand existing fee schedules for both optimum cost recovery and fairness and equitability to the applicant for services. The project team will request volume statistics to be used for cost/revenue comparisons. Task 4 I Conduct Time and Activity Data Gathering Workshops The project team will conduct workshops to review and gather time and activity estimates for each service included in the study, interviewing key personnel from each department and analyzing the various activities being performed within it that are both revenue and non-revenue generating. The flowchart below shows an example of the steps involved in processing a permit and the staff and time associated with each step. As the flowchart above shows, basic process steps in application/permit processing will be documented and provided in the Departmental detail for each department represented in the study. Task 5 I Perform a Total Cost Analysis The Matrix Consulting Group's costing model is built based on the City's operations, budget detail and intended uses for the results. This method is a customized approach, specific to each jurisdiction, for cost analysis of user fee services. This costing method Matrix Consulting Group Page 7 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Proposal to Conduct a Dev'elopment Services Fee Study CITY OF DENTON. TX ____ ...... ,_, __ , ____________ , uses time and annual activity level data to establish the cost of providing services on both a unit and annual level. Once the time spent for a fee activity is determined for each individual or position, the team uses its fee and rate software to apply applicable City costs to the calculation of the full cost of providing each service. The chart on the following page describes the typical costs considered as applicable to fees. Resulting costs are presented on a unit and annual level and are compared to the existing fee schedule and revenue reports. The following graphic shows a sample presentation of results on a: per unit and annual level: - Per Unit Fee Title Lot Line A_Qjus_!_mer:!!_ _ Temporary Use Permit Fee Title -----Lot Line Ajjus~rnent . Temporary Use Permit Current Fee $900 $40 Workload ---- 4 ·-·"· - 60 TOTAL Total Cost Per Unit $1,557 $325 Surplus I (Deficit) Per Unit ($657) ($285) AVERAGE COST RECOVERY PER UNIT Revenue at Revenue at Full Cost Current Fee ---------- $3600 $6,228 - $2400 $19,500 $6,000 $25,728 Cost Recovery % 58% 12% 35% Annual Surplus I _ _(DeficitL ($2,628) ($17,1 00) $19,728 As the example in the graphic above indicates, the per unit subsidy for the Lot Line Adjustment at $657 is more than double the per unit subsidy for the Temporary Use Permit. However, the annual results help provide Department management with some additional context, as due to the volume of activity, the larger impact to the Department is felt by the smaller subsidy for the Temporary Use Permit. The City will obtain detailed information similar to that presented in the previous graphic regarding cost recovery surpluses and deficits on both a detailed (per unit) and global (annualized) level, as well as an understanding of cost components for each service. Matrix Consulting Group Page 8 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Proposal to Conduct a Development Services Fee Study CITY OF DENTON, TX Task 6 I Analysis of Recoverable Revenue Utilizing each department's billing statistics, receivables, and workload data, the project team will analyze potential and actual recoverable revenue. This will help the City understand how workload volume impacts revenue and cost subsidies. While potential revenue can be identified, recoverable revenue is dependent upon the following factors: Current policies and legal restrictions, which limit the City's ability to increase fees and thereby revenue recovery. Economic and revenue impacts of proposed and recommended fee levels and methodologies, including compliance with policies and fee affordability for small projects and applications. These factors influence the actual recoverable revenue of a department and directly influence the self-sustainability of a department/division. City staff can use this information to shape or alter current or future City policies on cost recovery. Task 7 Review I Revise the Fee Study Results with Departments and City Management Because the analysis of fees for service is based on estimates and information provided by City staff, it is extremely important that all participants are comfortable with our methodology and with the data they have provided. Once the departments agree that the analysis reflects the reasonable costs of providing services, City management will have an opportunity to review the results. At this point in the process, the project team will provide Departments with Recommended Fee Workbooks. The Recommended Fee Workbooks will provide departments/divisions the results of the fee study in an excel based format. The following table shows an example of the Recommended Fee Workbook: Matrix Consulting Group Page 9 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Proposal to Conduct a Development Services Fee Study Current~ Per Unit Results ;:.:..:;__ Fee Title - Lot ~ine Adjustment Temporary_Use_ Permit Recommended Fee Fee Title Current Fee -$900_ $4_9 ~e~0!1i!!ft nded Fee Total Cost $1,557 ..... $3?5 $Change to Recommended Fee -_$3Q.O ~60_ Lot Line Acjjustr:nent Te~pora.ry Use Perm.!!_ Recommended Fee Annual ~----------------- Revenue at Current Fee Fee Title Workload --· LotJ.ine Ad]u__§tm~nt _ 4 $3,600 .. ~, .. ~.?.400 Tern orar Use Permit 60 Qlllllllllll~~-·~~-~ .$6,000 TOTAL ----------------· Surplus I (Deficit) Per Unit ---($~!)7) (~285) %Change to Recommended Fee 33% 150% --- Revenue at Recommended Fee _$4,800 $6,000 CITY OF DENTON. TX Cost Recovery% 58% 12% Recommende d Fee Cost Recovery .Jo 77% 31% Potential Change in Revenue $1 ,200 $3~~.9.P- _$_:!0,800 __ $4,800 As the table above indicates, the recommended fee workbook, allows the Departments to input information into the Recommended Fee column and then see its impacts such as the true dollar increase, percentage increase, and what percentage of their current costs they are going to recover. Additionally, the workbook allows the Department to calculate potential increases or declines to revenue as a result of the recommended fees. In conjunction with the recommended fee workbook(s), the project team will address implementation strategies that consider both policy issues and goals for optimum cost recovery. While it is generally desirable to eliminate any subsidies, discussions regarding the feasibility of raising fees based on political climate, legal restrictions, and social and economic consequences must occur. Task 8 I Prepare a Final User Fee Study Upon conclusion of the fee study, we will prepare a detailed report that summarizes the results of each of the previous work tasks described above. This report will include: A succinct executive summary for the study, the methodology, and the results. A narrative describing the services included in the study, including any revenue enhancement and operational recommendations specific to your organization and based on our extensive experience with hundreds of jurisdictions, as well as key decision-making points to be considered. A section on proposed modifications to the current fee schedule, as well as per unit and annual impacts to changes to fees. Matrix Consulting Group Page 10 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Proposal to Conduct a Development Services Fee Study CITY OF DENTON, TX The report will be reviewed, revised and finalized with Department and City management. Task 10 I Present the Final Report to Key Stakeholders The presentation of results to City officials and/or stakeholders is critical to the success of the overall engagement. Because the product from the study is often controversial, the objective of this final step is to present a succinct summary that provides decision makers with key information. The Matrix Consulting Group will attend and present the Study at up to two (2) Council or Committee Meetings. Additional meetings can be arranged at cost. Matrix Consulting Group Page 11 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Proposal to Conduct a Development Services Fee Study CITY OF DENTON, TX 3 Proposed Schedule and Pricing The following sections provide an overview of our proposed schedule, as well as a fixed- price fee to conduct a Development Services Fee Study. 1 Proposed Schedule The typical timeframe to complete a Comprehensive Fee Study is approximately 20 weeks (4 - 5 months) to complete. However, the City has requested an accelerated timeframe, that would complete the project by October 2019. The following table outlines the proposed project schedule on a task by task, week-by-week, and deliverable basis. Task Determine & Review Initial Documentation Project Kick-off Current & Potential Fees Deliverable Week/Date Weeks 1-2 Weeks 1-2 Weeks 2-4 Deliverable I Task Initial Data Collection List requesting Fee Schedules, Budget information, Staffing Information, Previous studies ---~-------Attendance at kickoff meeting, Proposed Project Schedule Attendance at Meetings, Provision of proposed fee schedules --- Data Workshops Weeks 4_8 Atten.dance at Data Workshops, Provision of any time _ _ _ _ _ _ _ ____ k~ep1r19 d~ta ar1~ wgrklo!!_d ~ata._ __ __ Total Cos!_!.n<!Jysi~ _ _ Week~ 6-1_Q _pratt P~U~an_Q_Anr!~al <:;ost!\nalysis __ f=!esults _ _ Review I Revise Results _weeks 8-12 _ ~~:~e;o~~~~:~~~~~~~~~~~sRecommended Fees:_ _ -Pre~_9re Final Report -Weeks 1 0-14 Review of Final Report Presentation of results will occur after delivery of the final report, and in coordination with City management. 2 Project Cost The Matrix Consulting Group is proposing to conduct the Development Services Fee Study for a fixed-fee of $40,000, including all travel and production. Our typical practice is to bill on a monthly basis for hours and expenses incurred, however, we are open to invoicing on a deliverable basis. Matrix Consulting Group Page 12 DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 7 Exhibit B CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:  Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better.  Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.  Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 7  Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers.  That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability.  Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers.  Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date.  Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.  Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.  Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 7 used:  Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage.  Coverage B shall include personal injury.  Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least:  Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures.  Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for:  any auto, or  all owned, hired and non-owned autos. [ ] Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 7 [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 7 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 6 of 7 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 City of Denton, Texas Contract 7116 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 7 of 7 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7) Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of 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 176.001(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 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 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 6D347143-933F-4873-BFB3-FF1DB9DC4666 Exhibit C Matrix Consulting Group, Ltd. 7/3/2019 Courtney Ramos None Certificate Of Completion Envelope Id: 6D347143933F4873BFB3FF1DB9DC4666 Status: Completed Subject: Please DocuSign: PSA 7116- Development Services Fee Study- Matrix Consulting Group Source Envelope: Document Pages: 35 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 1 Kelly Smith AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 kelly.smith@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 7/3/2019 12:17:19 PM Holder: Kelly Smith kelly.smith@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Kelly Smith kelly.smith@cityofdenton.com Assistant Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 7/3/2019 12:34:14 PM Viewed: 7/3/2019 12:34:22 PM Signed: 7/3/2019 12:35:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 7/3/2019 12:35:40 PM Viewed: 7/3/2019 12:41:51 PM Signed: 7/3/2019 12:42:11 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Courtney Ramos cramos@matrixcg.net Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.158.248.106 Sent: 7/3/2019 12:42:13 PM Viewed: 7/3/2019 12:50:34 PM Signed: 7/3/2019 12:51:29 PM Electronic Record and Signature Disclosure: Accepted: 7/3/2019 12:50:34 PM ID: 7264c278-4c51-45f1-8270-4409d9b4e65e David Gaines David.Gaines@cityofdenton.com Assistant Finance Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 7/3/2019 12:51:33 PM Viewed: 7/3/2019 12:52:06 PM Signed: 7/3/2019 12:52:37 PM Electronic Record and Signature Disclosure: Accepted: 7/3/2019 12:52:06 PM ID: 8a763125-a6d2-4570-89f8-bd1463da2856 Signer Events Signature Timestamp Kelly Smith kelly.smith@cityofdenton.com Assistant Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 7/3/2019 12:52:41 PM Viewed: 7/3/2019 12:53:15 PM Signed: 7/3/2019 12:54:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/3/2019 12:52:41 PM Certified Delivered Security Checked 7/3/2019 12:53:15 PM Signing Complete Security Checked 7/3/2019 12:54:33 PM Completed Security Checked 7/3/2019 12:54:33 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. 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. Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Courtney Ramos, David Gaines 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: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy 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.