7389 - Contract Executed
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File Name
Purchasing Contact
Contract Expiration
City of Denton, Texas Contract 7389
Revised Date: 9/11/18
Page 1 of 16
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 7389
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 Plante & Moran, PLLC, with its corporate office at 10 South Riverside Plaza 9th
Floor Chicago, IL 60606, 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, a Process Improvement Study related to
Capital Projects processes, as described in Exhibit A, which is attached hereto and made
a part hereof (the “Project”).
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
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.
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Revised Date: 9/11/18
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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
[INTENTIONALLY OMITTED]
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 $45,000.
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
City of Denton, Texas Contract 7389
Revised Date: 9/11/18
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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.
C. 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. OWNER agrees that in the event that
work is suspended, for non-payment or other reasons, PM shall not be liable for any
damages that occur as a result of PM ceasing to render services. 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.
D. 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) and intended for delivery to OWNER 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
City of Denton, Texas Contract 7389
Revised Date: 9/11/18
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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 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.
During the course of this engagement, CONSULTANT and CONSULTANT’S staff may have
access to proprietary information of OWNER, including, but not limited to, information
regarding trade secrets, business methods, plans, or projects. CONSULTANT acknowledges that
such information, regardless of its form, is confidential and proprietary to OWNER, and
CONSULTANT will not use such information for any purpose other than CONSULTANT’S
consulting engagement or disclose such information to any other person or entity without the
prior written consent of OWNER.
In the interest of facilitating CONSULTANT’S services to OWNER, CONSULTANT may
communicate or exchange data by internet, e-mail, facsimile transmission or other electronic
methods. While CONSULTANT will use its best efforts to keep such communications and
transmissions secure in accordance with CONSULTANT’S obligations under applicable laws
and professional standards, OWNER recognizes and accepts that CONSULTANT has no control
over the unauthorized interception of these communications or transmissions once they have
been sent, and consents to CONSULTANT’S use of these electronic devices during this
engagement.
Professional standards require that the CONSULTANT create and retain certain workpapers for
engagements of this nature. All workpapers created in the course of this engagement are and
shall remain the property of the CONSULTANT. The CONSULTANT will maintain the
confidentiality of all such workpapers as long as they remain in the CONSULTANT’S
possession.
Both OWNER and CONSULTANT acknowledge, however, that CONSULTANT may be
required to make CONSULTANT’S workpapers available to regulatory authorities or by court
order or subpoena in a legal, administrative, arbitration, or similar proceeding in which
CONSULTANT is not a party. Disclosure of confidential information in accordance with
requirements of regulatory authorities or pursuant to court order or subpoena shall not constitute
a breach of the provisions of this agreement. In the event that a request for any confidential
information or workpapers covered by this agreement is made by regulatory authorities or
pursuant to a court order or subpoena, CONSULTANT agrees to inform OWNER in a timely
manner of such request and to cooperate with OWNER should OWNER attempt, at OWNER’s
cost, to limit such access. This provision will survive the termination of this agreement.
CONSULTANT reserves the right to destroy, and it is understood that CONSULTANT will
destroy, workpapers created in the course of this engagement in accordance with
CONSULTANT’S record retention and destruction policies, which are designed to meet all
relevant regulatory requirements for retention of workpapers. CONSULTANT has no obligation
to maintain workpapers other than for its own purposes or to meet those regulatory requirements.
Upon OWNER’S written request, CONSULTANT may, at its sole discretion, allow others to
view any workpapers remaining in its possession if there is a specific business purpose for such a
review. CONSULTANT will evaluate each written request independently. OWNER
City of Denton, Texas Contract 7389
Revised Date: 9/11/18
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acknowledges and agrees that CONSULTANT will have no obligation to provide such access or
to provide copies of CONSULTANT’S workpapers, without regard to whether access had been
granted with respect to any prior requests.
ARTICLE VIII
INDEMNITY AGREEMENT
As a condition of CONSULTANT’s willingness to perform the services provided
for in the engagement letter, and only to the extent authorized by law, OWNER agrees to defend,
indemnify and hold CONSULTANT and the CONSULTANT Persons harmless against any
claims by third parties for losses, claims, damages, or liabilities, to which CONSULTANT or the
CONSULTANT Persons may become subject in connection with or related to the services
performed in the engagement to the extent caused by the negligence or willful misconduct of the
OWNER. Only to the extent authorized by law, this defense, indemnity and hold harmless
obligation includes the obligation to reimburse CONSULTANT and/or the CONSULTANT
Persons for any legal or other expenses incurred by CONSULTANT or the CONSULTANT
Persons, as incurred, in connection with investigating or defending any such losses, claims,
damages, or liabilities.
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, TO THE EXTENT
CAUSED BY 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
City of Denton, Texas Contract 7389
Revised Date: 9/11/18
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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 or sooner if necessitated
by professional standards.
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
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.
Except to the extent finally determined to have resulted from CONSULTANT’s gross negligence
or willful misconduct, the liability of CONSULTANT and any of CONSULTANT’s officers,
directors, partners, members, managers, employees, affiliated, parent or subsidiary entities, and
approved allied third party service providers (collectively, “CONSULTANT Persons”) for any
and all claims, losses, costs, and damages of any nature whatsoever so that the total aggregate
liability of the CONSULTANT and/or the CONSULTANT Persons with respect to and arising
out of the services provided hereunder shall not exceed the total fees paid to CONSULTANT for
the services provided in connection with this engagement agreement. It is agreed that these
limitations on CONSULTANT’s and the CONSULTANT Persons’ maximum liability are
City of Denton, Texas Contract 7389
Revised Date: 9/11/18
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reasonable in view of, among other things, the nature, scope, and limitations of the services
CONSULTANT is to provide, and the fees CONSULTANT is to receive under this engagement.
In no event shall the CONSULTANT or the CONSULTANT Persons be liable, whether a claim
be in tort, contract, or otherwise, for any consequential, indirect, lost profit, punitive, exemplary,
or other special damages. The exclusion of certain damages as set forth in this Section apply to
any and all liabilities or causes of action against CONSULTANT and/or the CONSULTANT
Persons, however alleged or arising, unless and to the extent otherwise prohibited by law. This
provision shall survive the termination of this engagement.
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:
Plante & Moran, PLLC City of Denton
David Plomin Purchasing Manager –File 7389
10 South Riverside Plaza 9th Floor 901B Texas Street
Chicago, IL 60606 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.
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
City of Denton, Texas Contract 7389
Revised Date: 9/11/18
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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.
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:
City of Denton, Texas Contract 7389
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Exhibit A – Consultant’s Scope of Services Offer and Project Schedule
Exhibit B – Consultant’s Insurance Requirements
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 David Plomin. However, nothing herein shall limit CONSULTANT
from using other equally qualified and competent members of its firm to perform the
services required herein.
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.
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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.
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.
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ARTICLE XXVI
PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer, employee, independent consultant, or elected official of the City who is involved in
the development, evaluation, or decision-making process of the performance of any solicitation
shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as
defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics).
Any willful violation of this section shall constitute impropriety in office, and any officer or
employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any
violation of this provision, with the knowledge, expressed or implied, of the Contractor shall
render the Contract voidable by the City. The Contractor shall complete and submit the City’s
Conflict of Interest Questionnaire.
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______________________.
CITY OF DENTON, TEXAS
“OWNER”
__________________________________
PURCHASING AGENT
PLANTE & MORAN, PLLC
“CONSULTANT”
__________________________________
BY: DAVID PLOMIN
ITS: PARTNER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
Make the mark.
City of Denton, TX | May 12, 2020
Capital Projects Process Improvement Plan Proposal Amended
City of Denton
May 12, 2020
Mr. Todd Estes
Director of Engineering
215 East McKinney Street Denton,
TX 76201
Dear Todd:
We are complimented by your selection of our firm to assist you. We are sending this letter
and the accompanying Professional Services Agreement, which is hereby incorporated as
part of this engagement letter, to confirm our understanding of the nature and limitations of
the services we will provide and the terms of our engagement with the City of Denton.
("Denton") to provide these services.
Our Understanding
Denton is transforming their operations to become a more nimble and efficient organization.
In the last few years, the Capital Projects department has a new leadership team that has
kick-started project activities worth millions of dollars. As these projects have started,
leadership recognizes the benefit of a broader understanding of the current end-to-end
process and for developing a plan for how to make the process more efficient. In addition,
leadership would appreciate the unbiased perspective of experienced consultants to advise
the City on organizational structure and sufficiency of staffing.
As Denton has a bias for action, they are looking for immediate help to develop and
implement a structured, prioritized process improvement plan. Plante Moran has a proven
methodology and the resources that will enable the City of Denton to address its project
needs.
City of Denton
Project Approach
To develop a prioritized process improvement plan, Plante Moran will follow a multi- step
approach:
Step 1: Planning, Data Request and Initial Analysis
To kick-off the project, the following activities will be performed:
Plante Moran (PM) will issue a data request that will include process, project
and organization information. Requested materials include:
o Department budget, capital improvement plan/ project list, organizational
chart, and position allocation list
o Position descriptions
o Existing process documentation and standard operating procedures
o Previous analyses of the department, including internal audit reports
o Key performance indicators and other workload and quality measures
Upon receipt of the data, PM will perform an initial review of the information,
identify items requiring clarification, and define potential opportunities for
improvement and areas for on-site analysis and investigation. Denton and PM
will identify key staff and stakeholders to interview/provide input to the PM team.
Denton will schedule interviews. PM will provide tools for remote interviews
through Microsoft Teams or other videoconferencing software.
Step 2: Understand and Document the Current Process
To understand the current process, PM will conduct interviews with key staff that
perform parts of the process.
Information captured in interviews will include:
- Process steps
- Hand-offs
- Roles performing each step
- Technology used
- Issues associated with organization/ people, process, and technology
- Opportunities for improvement
The interviews will include a cross-functional team from within Capital Projects and
across other City departments. It is estimated that 10-15 interview sessions will be
conducted, either individually or in a group setting.
PM will review data gathered and interview responses to identify any areas requiring
further investigation.
Once the current process is understood, it will be documented highlighting activities,
roles, and systems.
City of Denton
Project Approach continued
Step 3: Develop the Future Process and Process Recommendations
To develop the future process, PM will facilitate a working session with key Denton
staff members to:
Identify short- and long-term process recommendations
Identify gaps and redundancies in organizational design and staffing
Define a future state process map
Estimate benefits for making change
Determine implementation activities
Step 4: Prioritize Actions and Create Implementation Roadmap
Based on the working sessions, PM will work with Denton to create a structured,
prioritized implementation roadmap designed to deliver benefits in 30, 60, and 90 day
increments that will include:
Activities
Resources
Timing
If appropriate, the roadmap will include long range recommendations, such as department
reorganization, position restructuring, or technology acquisition.
Project Timeline
The project will be completed along the following timeline:
Week 1 Week 2 Week 3 Week 4 Week 5 Week 6
Planning and Initial Analysis
Understand the Current Process
Develop the Future Process
Create Implementaiton Roadmap
Present Final Report
City of Denton
Project Team Responsibilities
The following table outlines the responsibilities for Denton and Plante Moran:
Denton Plante Moran
x Assign a project sponsor to provide
direction, remove barriers, and
champion the project
x Ensure staff are available to
participate in interviews, working and
touchpoint meetings
x Provide timely access to requested
information
x Review and approve all project
documents
x Coordinate all meeting logistics
x Provide facilities and internet access
as needed
x Plante Moran will conduct project
activities remotely using Microsoft
Teams or other collaborative software
x Provide project leadership and work
closely with Denton team members to
drive activities to completion
x Lead the resolution of issues and
solutions
x Provide unbiased recommendations
and solution alternatives
x Provide Denton’s management team
with periodic project updates
x Create final deliverables
x Transfer materials to Denton team
members
A Note on COVID-19
Plante Moran places the health and safety of Denton’s employees at the forefront of this
project. We have temporarily transitioned to a remote work environment. Our proposal
includes providing the services to Denton by using remote tools to collaborate with City
employees. We have successfully been using this approach with our other clients.
Understanding that the pandemic is an unpredictable event, we will revisit our project
approach with the City over the course of the project and may transition to on-site activities
if doing so is to the benefit of the City.
Fee Summary
Our fees to perform these services are billed at our standard hourly rates. We estimate the
fees to be between $40,000 and $45,000 based on the following hourly rates:
STAFF LEVEL HOURLY RATE
Partner $400 - $475
Principal/Senior Manager $245 - $395
Manager $180 - $240
Senior Consultant $145 - $175
Consultant $115 - $135
Any travel and out- of-pocket costs we billed separately as they actually incur.
City of Denton
City of Denton
If we find that our time may exceed the estimated hours used for this fee range, we will
notify you in advance to explain the reasons and obtain your approval before proceeding. If
you are in agreement with our understanding of this engagement, as set forth in this letter
and the accompanying Professional Services Agreement, please sign the enclosed copy of
this letter and return it to us with the accompanying Professional Services Agreement.
Thank you for the opportunity to serve you.
PLANTE & MORAN, PLLC
Dave Plomin, Partner
Agreed and Accepted
We accept this engagement letter and the accompanying Professional Services
Agreement, which sets forth the entire agreement between Denton and Plante Moran,
PLLC with respect to the services specified in the “Project Scope” section of this
engagement letter. This agreement may be amended by written agreement between
Plante Moran, PLLC and Denton.
City of Denton
______________________________ _______________________________
Todd Estes Date
Director of Engineering
Professional Services Agreement
A-1
Professional Services Agreement – Consulting Services
Addendum to Plante & Moran, PLLC Engagement Letter
This Professional Services Agreement is part of the engagement letter for our consulting services dated May 12, 2020
between Plante & Moran, PLLC (referred to herein as “PM”) and the City of Denton (Denton).
1. Management Responsibilities – The consulting services PM will provide are inherently advisory in nature. PM
has no responsibility for any management decisions or management functions in connection with its engagement
to provide these services. Further, Denton acknowledges that Denton is responsible for all such management
decisions and management functions; for evaluating the adequacy and results of the services PM will provide and
accepting responsibility for the results of those services; and for establishing and maintaining internal controls,
including monitoring ongoing activities, in connection with PM’s engagement. Denton has designated Todd Estes,
to oversee the services PM will provide.
2. Nature of Services – PM’s analysis will be based on information and records provided to PM by Denton. PM will
rely on such underlying information and records and the analysis will not include audit or verification of the
information and records provided to PM in connection with the analysis.
The analysis PM will perform will not constitute an examination or audit of any Denton financial statements or
any other items, including Denton’s internal controls. This engagement also will not include preparation or review
of any tax returns or consulting regarding tax matters. If Denton requires financial statements or other financial
information for third-party use, or if Denton requires tax preparation or consulting services, a separate
engagement letter will be required. Accordingly, Denton agrees not to associate or make reference to PM in
connection with any financial statements or other financial information of Denton. In addition, PM’s engagement
is not designed and cannot be relied upon to disclose errors, fraud or illegal acts that may exist. However, PM
will inform you of any such matters that come to PM’s attention.
3. Use of Report – At the conclusion of PM’s analysis, PM will provide Denton with a written report as described in
this engagement letter. PM’s report will be restricted solely to use by management of Denton and Denton agrees
that PM’s report will not be distributed to any outside parties for any purpose other than to carry out legal
responsibilities of Denton. PM will have no responsibility to update PM’s report for any events or circumstances
that occur or become known subsequent to the date of that report.
4. Interactive Analyses and Visualizations – In instances where PM expressly agrees in the accompanying
engagement letter to provide interactive analyses or visualization tools (collectively, “Electronic Documents”) to
Denton, such Electronic Documents will be provided in a format determined to be acceptable to PM. Denton
acknowledges and agrees that Denton’s ability to access such Electronic Documents requires software programs
which PM does not develop, license, distribute, support, or sell, and Denton shall be solely responsible for the
costs to obtain, use, or support any such required software. PM makes no representation or warranty with respect
to such software or the continuing functionality of such software relative to the Electronic Documents and disclaims
any and all express or implied warranties if any, associated with such software, its merchantability, and/or its fitness
for any particular use by Denton.
If and to the extent provided by PM, Electronic Documents are provided solely for the purpose of supporting the
written report and are to be used only as expressly described in and authorized by the written report. PM
disclaims any responsibility for any use of the Electronic Documents that is not expressly provided for in and
authorized by the written report. Further, Denton acknowledges that Denton is solely responsible for evaluating
the adequacy and accuracy of any results generated through the use of Electronic Documents. PM will have no
responsibility to support or update the Electric Documents for any events or circumstances that occur or become
known subsequent to the date of their corresponding written report.
Denton acknowledges that PM may utilize proprietary works of authorship that have not been created specifically
for Denton and were conceived, created, or developed prior to, or independent of, this engagement including,
without limitation, computer programs, methodologies, algorithms, models, templates, software configurations,
flowcharts, architecture designs, tools, specifications, drawings, sketches, models, samples, records, and
documentation (collectively, “PM Intellectual Property”). Denton agrees and acknowledges that PM Intellectual
Property is and shall remain solely and exclusively the property of PM.
Upon payment for the engaged services, to the extent that PM incorporates PM Intellectual Property into the
Electronic Documents (which PM shall do only as expressly provided for in the accompanying engagement
letter), PM grants to Denton a limited royalty-free, nonexclusive, right and license to use such incorporated PM
Intellectual Property for internal purposes only and in the original format. Denton agrees not to copy, publish,
Professional Services Agreement
A-2
modify, disclose, distribute, decompile, reverse engineer, or create derivative works based on PM Intellectual
Property. Notwithstanding the foregoing, in no event will PM be precluded from developing for itself or for others,
works of authorship which are similar to those included in the written report.
If and to the extent PM shares information obtained from third-party data sources with Denton, Denton agrees
not to (i) disclose or redistribute any such third-party data to third parties without the express written consent of
PM; or (ii) attempt to extract, manipulate, or copy any embedded or aggregated third-party data from the
Electronic Documents for any purpose.
5. Confidentiality, Ownership and Retention of Workpapers – During the course of this engagement, PM and PM
staff may have access to proprietary information of Denton, including, but not limited to, information regarding trade
secrets, business methods, plans, or projects. PM acknowledges that such information, regardless of its form, is
confidential and proprietary to Denton, and PM will not use such information for any purpose other than its
consulting engagement or disclose such information to any other person or entity without the prior written consent
of Denton.
In the interest of facilitating PM’s services to Denton, PM may communicate or exchange data by internet, e-mail,
facsimile transmission or other electronic methods. While PM will use its best efforts to keep such
communications and transmissions secure in accordance with PM’s obligations under applicable laws and
professional standards, Denton recognizes and accepts that PM has no control over the unauthorized
interception of these communications or transmissions once they have been sent, and consents to PM’s use of
these electronic devices during this engagement.
Professional standards require that PM create and retain certain workpapers for engagements of this nature. All
workpapers created in the course of this engagement are and shall remain the property of PM. PM will maintain
the confidentiality of all such workpapers as long as they remain in PM’s possession.
Both Denton and PM acknowledge, however, that PM may be required to make its workpapers available to
regulatory authorities or by court order or subpoena in a legal, administrative, arbitration, or similar proceeding in
which PM is not a party. Disclosure of confidential information in accordance with requirements of regulatory
authorities or pursuant to court order or subpoena shall not constitute a breach of the provisions of this
agreement. In the event that a request for any confidential information or workpapers covered by this agreement
is made by regulatory authorities or pursuant to a court order or subpoena, PM agrees to inform Denton in a
timely manner of such request and to cooperate with Denton should Denton attempt, at Denton’s cost, to limit
such access. This provision will survive the termination of this agreement. PM’s efforts in complying with such
requests will be deemed billable to Denton as a separate engagement. PM shall be entitled to compensation for
its time and reasonable reimbursement of its expenses (including legal fees) in complying with the request.
PM reserves the right to destroy, and it is understood that PM will destroy, workpapers created in the course of
this engagement in accordance with PM’s record retention and destruction policies, which are designed to meet
all relevant regulatory requirements for retention of workpapers. PM has no obligation to maintain workpapers
other than for its own purposes or to meet those regulatory requirements.
Upon Denton’s written request, PM may, at its sole discretion, allow others to view any workpapers remaining in
its possession if there is a specific business purpose for such a review. PM will evaluate each written request
independently. Denton acknowledges and agrees that PM will have no obligation to provide such access or to
provide copies of PM’s workpapers, without regard to whether access had been granted with respect to any prior
requests...
6. Consent to Disclosures to Service Providers – In some circumstances, PM may use third-party service
providers to assist with an engagement. In those circumstances, PM will require any such third-party service
provider to: (i) maintain the confidentiality of any information furnished; and (ii) not use any information for any
purpose unrelated to assisting with PM’s services for Denton. In order to enable these service providers to assist
PM in this capacity, Denton, by its duly authorized signature on the accompanying engagement letter, consents to
PM’s disclosure of all or any portion of Denton’s information to such service providers to the extent such information
is relevant to the services the third-party service provider may provide and agrees that PM’s disclosure of such
information for such purposes shall not constitute a breach of the provisions of this agreement. Denton’s consent
shall be continuing until the services provided for this engagement agreement are completed.
7. Third-Party Data – PM may reference third-party data sources in performing the services described in this
engagement letter. Third-party data may include publicly-available data, commercially-available data licensed to
PM, or information obtained from other sources. PM will use its judgment, discretion, best efforts and good faith in
evaluating the use of third-party data sources, but does not warrant or guarantee the accuracy, completeness, or
timeliness of any data obtained from third-party data sources and disclaims any liability arising out of or relating to
the use of data from third-party data sources. Denton acknowledges that any commercially-available third-party
Professional Services Agreement
A-3
data sources referenced by PM are licensed to PM and PM’s ability to share information obtained from
commercially available third-party data sources is often restricted by the terms of use granted to PM by the licensor
and, unless expressly set forth in the accompanying engagement letter, PM makes no representation or warranty
that Denton will have access to data obtained from third-party data sources. If and to the extent PM shares
information obtained from third-party data sources with Denton, Denton agrees not to disclose or redistribute any
such third-party data to third parties without the express written consent of PM. This agreement does not convey to
Denton a sublicense to any third-party data source unless expressly agreed to in writing and signed by a duly
authorized representative of PM. However, nothing herein shall prevent Denton from directly contracting with or
obtaining a license from any third-party data source if Denton determines, in its sole discretion, that any such direct
contract or license to be in its best interest.
8. Fee Quotes – In any circumstance where PM has provided estimated fees, fixed fees or not-to-exceed fees (“Fee
Quotes”), these Fee Quotes are based on Denton personnel providing PM staff the assistance necessary to satisfy
Denton responsibilities under the scope of services. This assistance includes availability and cooperation of those
Denton personnel relevant to PM’s analysis and providing needed information to PM in a timely and orderly manner.
In the event that undisclosed or unforeseeable facts regarding these matters causes the actual work required for
this engagement to vary from PM’s Fee Quotes, those Fee Quotes will be adjusted for the additional time PM incurs
as a result.
In any circumstance where PM’s work is rescheduled, PM offers no guarantee, express or implied, that PM will
be able to meet any previously established deadline related to the completion of PM’s work. Because
rescheduling its work imposes additional costs on PM, in any circumstance where PM has provided Fee Quotes,
those Fee Quotes may be adjusted for additional time PM incurs as a result of rescheduling its work.
PM will advise Denton in the event these circumstances occur, however it is acknowledged that the exact impact
on the Fee Quote may not be determinable until the conclusion of the engagement. Such fee adjustments will be
determined in accordance with the Fee Adjustments provision of this agreement.
9. Payment Terms – PM invoices for professional services are due upon receipt unless otherwise specified in this
engagement letter. In the event any of PM’s invoices are not paid in accordance with the terms of this agreement,
PM may elect, at PM’s sole discretion, to suspend work until PM receives payment in full for all amounts due or
terminate this engagement. In the event that work is suspended, for nonpayment or other reasons, and
subsequently resumed, PM offers no guarantee, express or implied, that PM will be able to meet any previously
established deadlines related to the completion of PM’s consulting work or issuance of PM’s consulting report upon
resumption of PM’s work. Denton agrees that in the event that work is suspended, for non-payment or other
reasons, PM shall not be liable for any damages that occur as a result of PM ceasing to render services.
10. Fee Adjustments – Any fee adjustments for reasons described in this agreement will be determined based on the
actual time expended by PM staff at the hourly rates stated in this agreement, plus related costs PM incurs, and
included as an adjustment to PM’s invoices related to this engagement. Denton acknowledges and agrees that
payment for all such fee adjustments will be made in accordance with the payment terms provided in this
agreement.
11. Force Majeure – Neither party shall be deemed to be in breach of this engagement agreement as a result of any
delays or non-performance directly or indirectly resulting from circumstances or causes beyond its reasonable
control, including, without limitation, fire or other casualty, acts of God, war or other violence, or epidemic (each
individually a “Force Majeure Event”). Denton acknowledges and agrees that a Force Majeure Event shall not
excuse any payment obligation relating to fees or costs incurred prior to any such Force Majeure Event.
12. Exclusion of Certain Damages – Except to the extent finally determined to have resulted from PM’s gross
negligence or willful misconduct, Denton agrees to limit the liability of PM and any of PM’s officers, directors,
partners, members, managers, employees, affiliated, parent or subsidiary entities, and approved allied third party
service providers (collectively, “PM Persons”) for any and all claims, losses, costs, and damages of any nature
whatsoever so that the total aggregate liability of the PM and/or the PM Persons to Denton shall not exceed the
total fees paid by Denton to PM for the services provided in connection with this engagement agreement. Denton
and PM agree that these limitations on PM’s and the PM Persons’ maximum liability are reasonable in view of,
among other things, the scope of the services PM is to provide, Denton’s responsibility for the management
functions associated with PM’s consulting services, and the fees PM is to receive under this engagement. In no
event shall the PM or the PM Persons be liable to Denton, whether a claim be in tort, contract, or otherwise, for
any consequential, indirect, lost profit, punitive, exemplary, or other special damages. PM and Denton agree that
these limitations apply to any and all liabilities or causes of action against PM, however alleged or arising, unless
to the extent otherwise prohibited by law. This provision shall survive the termination of this engagement.
In the event this engagement agreement expressly identifies multiple phases of services, the total aggregate
liability of PM to Denton shall be limited to no more than the total amount of fees paid by Denton for the particular
Professional Services Agreement
A-4
phase of services alleged to have given rise to any such liability.
13. Defense, Indemnification, and Hold Harmless – As a condition of PM’s willingness to perform the services
provided for in the engagement letter, Denton agrees to defend, indemnify and hold PM and the PM Persons
harmless against any claims by third parties for losses, claims, damages, or liabilities, to which PM or the PM
Persons may become subject in connection with or related to the services performed in the engagement, unless a
court having jurisdiction shall have determined in a final judgment that such loss, claim, damage, or liability resulted
primarily from the willful misconduct or gross negligence of PM, or one of the PM Persons. This defense, indemnity
and hold harmless obligation includes the obligation to reimburse PM and/or the PM Persons for any legal or other
expenses incurred by PM or the PM Persons, as incurred, in connection with investigating or defending any such
losses, claims, damages, or liabilities.
14. Receipt of Legal Process – In the event PM is required to respond to a subpoena, court order, or other legal
process (in a matter involving Denton but not PM) for the production of documents and/or testimony relative to
information PM obtained and/or prepared during the course of this engagement, Denton agrees to compensate
PM for the affected PM staff’s time at such staff’s current hourly rates, and to reimburse PM for all of PM’s out-of-
pocket costs incurred associated with PM’s response unless otherwise reimbursed by a third party.
15. Termination of Engagement – This agreement may be terminated by either party upon written notice. Upon
notification of termination, PM’s services will cease and PM’s engagement will be deemed to have been completed.
Denton will be obligated to compensate PM for all time expended and to reimburse PM for related costs PM incurs
through the date of termination of this engagement.
16. Time Limits – Except for actions to enforce payment of PM’s invoices and without limiting any claims for
indemnification hereunder, any claim or cause of action arising under or otherwise relating to this engagement
must be filed within two years from the completion of the engagement without regard to any statutory provision to
the contrary.
17. Entire Agreement – This engagement agreement is contractual in nature, and includes all of the relevant terms
that will govern the engagement for which it has been prepared. The terms of this letter supersede any prior oral
or written representations or commitments by or between the parties regarding the subject matter hereof. Any
material changes or additions to the terms set forth in this letter will only become effective if evidenced by a written
amendment to this agreement, signed by all of the parties.
18. Severability – If any provision of this engagement agreement (in whole or part) is held to be invalid or otherwise
unenforceable, the other provisions shall remain in full force and effect.
19. Conflicts of Interest – PM’s engagement acceptance procedures include a check as to whether any conflicts of
interest exists that would prevent acceptance of this engagement. No such conflicts have been identified. Denton
understands and acknowledges that PM may be engaged to provide professional services, now or in the future,
unrelated to this engagement to parties whose interests may not be consistent with interests of Denton.
20. Agreement Not to Influence – Denton and PM each agree that each respective organization and its employees
will not endeavor to influence the other’s employees to seek any employment or other contractual arrangement
with it, during this engagement or for a period of one year after termination of the engagement. Denton agrees that
PM employees are not “contract for hire.” PM may release Denton from these restrictions if Denton agrees to
reimburse PM for its recruiting, training, and administrative investment in the applicable employee. In such event,
the reimbursement amount shall be equal to two hundred hours of billings at the hourly rate stated in this agreement
for the PM employee.
21. Signatures – Any electronic signature transmitted through DocuSign or manual signature on this engagement
letter transmitted by facsimile or by electronic mail in portable document format may be considered an original
signature.
22. Governing Law – This agreement shall be governed by and construed in accordance with the laws of the State
of Michigan, and jurisdiction over any action to enforce this agreement, or any dispute arising from or relating to
this agreement shall reside exclusively within the State of Michigan.
City of Denton, Texas Contract 7389
Revised Date: 9/11/18
Page 12 of 16
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:
x 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 except that
insurance markets based in London, and/or the domestic surplus lines markets that
operate on a non-admitted basis are acceptable, provided that CONSULTANT’S
broker can provide financial data to establish that a market is equal to or exceeds the
financial strengths associated with the A.M. Best's rating of A- VII or better.
x 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.
City of Denton, Texas Contract 7389
Revised Date: 9/11/18
Page 13 of 16
x Liability policies shall be endorsed to provide the following:
x Name as additional insured the City of Denton, its Officials, Agents,
Employees and volunteers.
x 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.
x Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
x Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled before the expiration date.
x 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.
x 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.
x 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.
City of Denton, Texas Contract 7389
Revised Date: 9/11/18
Page 14 of 16
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
x Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
x Coverage B shall include personal injury.
x 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:
x 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.
x 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:
x any auto, or
x 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
City of Denton, Texas Contract 7389
Revised Date: 9/11/18
Page 15 of 16
§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's
Compensation Commission (TWCC).
[ ] 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.
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
Certificate Of Completion
Envelope Id: 90177246505F4122AF050F235AA2CC60 Status: Completed
Subject: Please DocuSign: File 7389 - Professional Services Agreement for Capital Projects Process Improvemen
Source Envelope:
Document Pages: 27 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 0 Laura Hermosillo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
laura.hermosillo@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
5/28/2020 8:37:11 PM
Holder: Laura Hermosillo
laura.hermosillo@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Laura Hermosillo
laura.hermosillo@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 5/28/2020 8:55:11 PM
Viewed: 5/28/2020 8:55:25 PM
Signed: 5/28/2020 8:55:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Estes
Todd.Estes@cityofdenton.com
City Engineer
Capital Projects
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 216.158.248.23
Signed using mobile
Sent: 5/28/2020 8:55:28 PM
Viewed: 5/28/2020 8:56:55 PM
Signed: 5/28/2020 8:57:21 PM
Electronic Record and Signature Disclosure:
Accepted: 5/18/2020 10:41:47 AM
ID: 196e8210-6822-4f06-9128-d4609a7d1c69
David Plomin
dave.plomin@plantemoran.com
Partner
Plante & Moran, PLLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 205.178.52.35
Sent: 5/28/2020 8:57:24 PM
Viewed: 5/29/2020 7:28:08 AM
Signed: 5/29/2020 7:39:55 AM
Electronic Record and Signature Disclosure:
Accepted: 3/6/2019 1:46:03 PM
ID: 29bf0bdf-9ee0-4ee9-8626-f8766cfad582
Laura Hermosillo
laura.hermosillo@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 5/29/2020 7:39:58 AM
Viewed: 6/1/2020 6:02:00 PM
Signed: 6/1/2020 6:02:09 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
ygent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certiyied Delivery Events Status Timestamp
Caryon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 5/28/2020 8:55:28 PM
Viewed: 6/2/2020 8:31:21 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tracy Holt
Tracy.Holt@cityofdenton.com
Administrative Assistant
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/1/2020 6:02:12 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
yitness Events Signature Timestamp
yotary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/1/2020 6:02:12 PM
Certified Delivered Security Checked 6/1/2020 6:02:12 PM
Signing Complete Security Checked 6/1/2020 6:02:12 PM
Completed Security Checked 6/1/2020 6:02:12 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.
!
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.