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7791 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Information Technology (IT) Strategic Plan PSA Cori Power 7791 Not Applicable SEPTEMBER 28, 2021 SEPTEMBER 28, 2023 21-2010 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 22 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7791 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 Berry, Dunn, McNeil & Parker, LLC, dba Berry Dunn , with its corporate office at 2211 Congress Street, Portland, ME 04102 , 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, Citywide Information Technology (IT) Strategic Plan, as described in Exhibit B, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform all those services as necessary and as described in The Interlocal Purchasing System (TIPS) Cooperative Program Contract #200105 – DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 09/28/2021 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 22 Technology Solutions, Products and Services, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. D. 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 B. 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 B. 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: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 22 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 B. The contract shall remain effective for two (2) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 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 B 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 $82,324. 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 DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 22 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. 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 B. 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 DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 22 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 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 AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY THE CLIENT AGAINST DAMAGES, LIABILITIES, AND COSTS ARISING FROM THE NEGLIGENT ACTS OF THE CONTRACTOR IN THE PERFORMANCE OF PROFESSIONAL SERVICES UNDER THIS AGREEMENT, TO THE EXTENT THAT THE CONTRACTOR IS RESPONSIBLE FOR SUCH DAMAGES, LIABILITIES AND COSTS ON A COMPARATIVE BASIS OF FAULT AND RESPONSIBILITY BETWEEN THE CONTRACTOR AND THE CLIENT. THE CONTRACTOR SHALL NOT BE OBLIGATED TO INDEMNIFY THE CLIENT FOR THE CLIENT’S OWN NEGLIGENCE. 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 C 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. DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 22 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. 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 seven (7) days’ mailing: To CONSULTANT: To OWNER: Berry, Dunn, McNeil & Parker, LLC, City of Denton dba BerryDunn Purchasing Manager –File 7719 Chad Snow 901B Texas Street 2211 Congress Street Denton, Texas 76201 Portland, ME 04102 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: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 22 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. ARTICLE XIX ASSIGNABILITY DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 22 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 – The Interlocal Purchasing System (TIPS) Cooperative Program Contract #200105 – Technology Solutions, Products and Services (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule, and Compensation Rate Sheet Exhibit C – Consultant’s Insurance Requirements Exhibit D - Form CIQ – 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, key person who will oversee the performance of the work hereunder shall be Chad Snow, Principal. 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: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 22 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. 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 DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 22 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 Consultant 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, Consultant certifies that Consultant’s signature provides written verification to the City that Consultant: (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, Consultant certifies that Consultant’s signature provides written verification to the City that Consultant, 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. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the Consultant submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The consultant shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 22 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXVII 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 Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. ARTICLE XXVIII FORCE MAJEURE We will endeavor and use commercially reasonable efforts to complete all work contemplated under this Agreement, However, neither party shall be liable to the other for any failure or delay of performance of any obligation under this Agreement to the extent such failure or delay shall have been wholly or principally caused by acts or events beyond its reasonable control rendering performance illegal or impossible. As used in this section, force majeure means any cause beyond the reasonable control of a party, including, but not limited to, an act of God, nature, act of aggression, fire, strike, flood, riot, war, delay of transportation, terrorism, pandemics or other widespread outbreaks of infectious diseases or inability due to the aforementioned causes to obtain necessary labor, material, or facilities. The Consultant shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within seven (7) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 22 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______________________. CONSULTANT BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ INTERIM CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: BY: _______________________________ 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: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 csnow@berrydunn.com csnow@berrydunn.com Principal 2075412294 Chad Snow Chief Technology Officer Leisha Meine Technology Services SARA HENSLEY CATHERINE CLIFTON, INTERIM CITY ATTORNEY 09/28/2021 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 22 Exhibit A The Interlocal Purchasing System (TIPS) Cooperative Program Contract #200105 – Technology Solutions, Products and Services (on file at the purchasing office) DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 berrydunn.com PROPOSAL TO THE City of Denton, Texas TO PROVIDE Information Technology Strategic Planning Services BerryDunn 2211 Congress Street Portland, ME 04102 207-541-2200 Chad Snow, Principal csnow@berrydunn.com Erin Provazek, Project Manager eprovazek@berrydunn.com Proposal Submitted On: June 22, 2021 Exhibit B DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 August 16, 2021 City of Denton Attn: Leisha Meine, Chief Technology Officer 215 E McKinney Street Denton, TX 76201 Sent via email to leisha.meine@cityofdenton.com Dear Ms. Meine: Thank you for the opportunity to submit this proposal describing how our consulting team may assist the City of Denton (City) in developing a Citywide Information Technology (IT) Strategic Plan. We appreciate the time you have taken to discuss the City’s goals for this initiative with our team. Berry Dunn McNeil & Parker, LLC (BerryDunn) is an independent management and IT consulting and certified public accounting firm headquartered in Maine and serving clients nationally. We have a dedicated Local Government Practice Group with a specialized Technology Management Practice that focuses on supporting local government entities like the City as they seek to assess technology environments and plan for initiatives to strengthen their technology practices and policies. How Our Team Can Help the City The City can rely on our team members’ experience working together on similar initiatives. Our proposed project manager, Erin Provazek, has led multiple IT strategic planning initiatives since joining our Technology Management Practice after a tenure as Assistant IT Director with the City of College Station, TX. In the last year, she has worked as a project manager on technology planning engagements with Galveston County, TX; the City of Pasco, WA; and Sonoma Resource Conservation District, CA, to name a few. Our team’s focus on local government allows us to give actionable recommendations rooted in your operational needs. The City will benefit from BerryDunn’s deep understanding of operations within local government IT departments, and the systems and business processes required to provide services to internal departments and constituents. We have gained this understanding through our work with more than 300 government clients across the country, as well as through our team members’ prior work in various roles across state and local government. Thank you again for the chance to present our approach, experience, and desire to work with the City of Denton. Should you have any questions, or if you would like to discuss this proposal, please do not hesitate to contact our team directly. Sincerely, Chad Snow, PMP®, CFE | Principal 2211 Congress Street | Portland, ME 04102 207-541-2294 | csnow@berrydunn.com DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Table of Contents | i Table of Contents 1. About BerryDunn .................................................................................................................................... 1 Commitment to Texas ............................................................................................................................... 1 Specialized Technology Management Practice ........................................................................................ 2 Commitment to Best Practices .............................................................................................................. 2 2. Applicable Experience ............................................................................................................................ 3 3. Project Team ............................................................................................................................................ 5 Roles and Responsibilities ........................................................................................................................ 6 4. Proposed Approach ................................................................................................................................ 8 Overview ................................................................................................................................................... 8 Detailed Work Plan.................................................................................................................................... 9 5. Applied Methodologies ......................................................................................................................... 16 Project Management ............................................................................................................................... 16 Tools and Technology ............................................................................................................................. 16 Change Management .............................................................................................................................. 17 6. Client References .................................................................................................................................. 18 7. Proposed Fees ...................................................................................................................................... 20 Appendix: Team Member Resumes ........................................................................................................ 21 DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 About BerryDunn | 1 1. About BerryDunn BerryDunn is an independent management and IT consulting firm with a Government Consulting Group dedicated to serving state, local, and quasi-governmental agencies. We are a Limited Liability Company (LLC) formed in 1974 with 51 principals and 26 owners, each holding an equal share of the firm’s ownership. We have experienced sustained growth throughout our 47-year history, and began providing consulting services in 1986. With over 600 employees (including over 200 in our Government Consulting Group), we have a long and successful history of working with local government agencies across the country in support of operational, business process, and technology initiatives. Our firm provides a full range of professional services, including IT and management consulting; tax, audit, and accounting; and wealth management. High-level consulting services of the Government Consulting Group include: Within the Government Consulting Group, the Local Government Practice Group brings a holistic perspective gained from experience assisting the various arms of local government—from parks and recreation, finance and administration, K-12 education, utilities management, planning and development services, technology management, health and community services, and justice and public safety. Our specialized Technology Management Practice is described on the following page. Commitment to Texas BerryDunn has a demonstrated commitment to serving public sector clients in the State of Texas (State). BerryDunn is an established vendor on the Interlocal Purchasing System (TIPS) Technology Solutions, Products, and Services contract (#200105), and our consultants have experience successfully completing projects of similar scope and size for clients in the Dallas–Fort Worth Metroplex. We understand the technology market trends, challenges, and advancements in this fast-growing region. We have developed a strong understanding of the public sector landscape in the State through recent IT consulting engagements with the following clients:  City of Allen  City of Arlington  City of Benbrook  City of Burleson  City of Cedar Hill  City of College Station  City of Dallas  City of DeSoto  City of Duncanville  City of Farmers Branch  City of Fort Worth  City of Frisco  City of Garland  City of Grand Prairie  City of Irving  City of Mansfield  City of McKinney  City of Mesquite  City of Midland  City of Pearland  City of Plano  City of Sugar Land  City of Weatherford  Galveston County  Keller Independent School District  Round Rock Independent School District  Texas A&M University Project Management and IV&V Quality Assurance Systems Planning Organizational Development Compliance Financial Management IT Security and Planning Actuarial Services Data Analytics Services DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Specialized Technology Management Practice Our Technology Management Practice has assisted public-sector clients throughout the project life cycle of IT assessments, gap analysis, and strategic planning projects— from evaluating current IT environments to identifying strategic issues, prioritizing long- term technology goals, and developing plans tailored to fit our clients’ goals and needs. Of the consultants in our practice, 75% are prior public-sector employees, and the consultants proposed on this project are representative of that. Project manager Erin Provazek previously served as Assistant Director of IT for the City of College Station, Texas. She will be supported by Business Analyst Don Begin, who recently served as IT Director for the Town of Scarborough, Maine. Should our project team need additional support or insight, they have the full backing of the Government Consulting Group’s 200+ staff members, who can provide additional resources and subject matter expertise related to all facets of local government. Commitment to Best Practices Our team members participate in several industry groups and associations, including TAGITM, to stay abreast of trends, new ideas, and best practices. Those groups include: Additionally, BerryDunn does not sell software or hardware, and we do not have relationships with vendors th at would impact the development of our recommendations. We are truly independent advisors, dedicated to working with public sector organizations, and you can be assured that our recommendations will always in the best interest of the City. Figure 1: Comprehensive Technology Services DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 2. Applicable Experience Of the services shown in Figure 1, three stand out as most applicable to the City’s planned initiative: technology assessments, strategic technology plans, and technology staffing assessments. In this section, we have provided a selection of key engagements demonstrating the depth of our experience in each category. To further showcase this experience, we have included three project references in Section 6. Client Estimated Population Timeline City of Rio Rancho, New Mexico 96,000 9/2018 – 8/2019 Lindbergh Public Schools, Missouri 2,300 students supported 3/2019 – 8/2019 Springfield Water and Sewer Commission, Massachusetts 250,000 9/2015 – 8/2016 Spokane Public Schools, Washington 28,700 1/2017 – 5/2017 Town of Weston and Public Schools, Massachusetts 11,000 9/2015 – 11/2015 Client Estimated Population Timeline Carroll County, Maryland 168,000 11/2013 – 7/2014 City of Allen, Texas 105,623 8/2020 – present City of Burleson, Texas 46,000 12/2017 – 9/2019 City of Midland, Texas 136,000 10/2017 – 9/2018 City of Harrisonburg, Virginia 50,000 4/2011 – 11/2011 City of Jackson, Mississippi 176,000 11/2011 – 4/2012 City of La Vista, Nebraska 16,000 3/2019 – 10/2019 City of Louisville, Colorado 19,000 9/2012 – 3/2013 City of Loveland, Colorado 68,000 7/2013 – 8/2014 DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Client Estimated Population Timeline City of Santee, California 53,000 6/2014 – 4/2015 City of South Jordan, Utah 51,000 11/2012 – 6/2013 City of Vancouver, Washington 176,000 9/2018 – 10/2018 City of Winchester, Virginia 27,000 1/2012 – 10/2012 City of Worcester, Massachusetts 185,000 6/2019 – present Dakota County, Minnesota 410,000 2/2015 – 9/2015 Galveston County, Texas 335,000 3/2020 – 1/2021 Metro Parks Tacoma, Washington 210,000 1/2019 – 7/2020 Mobile County Health Department, Alabama 415,000 10/2020 – present Sonoma Resource Conservation District, California 494,000 served 01/2021 – present Somerset County Parks Commission, New Jersey 335,000 8/2017 – 3/2018 Three Rivers Park District, Minnesota 11,000 annual visitors 2/2016 – 3/2017 Town of Farragut, Tennessee 22,000 11/2015 – 6/2016 Town of Greenwich, Connecticut 61,000 8/2012 – 3/2013 Client Estimated Population Timeline City of Cambridge, Massachusetts 107,000 11/2013 – 5/2014 City of Farmers Branch, Texas 37,000 5/2019 – 9/2018 Loudoun County, Virginia 375,000 11/2016 – 4/2017 Montgomery County, Pennsylvania 826,000 4/2018 – 10/2018 Waukesha County, Wisconsin 400,000 6/2018 – 9/2018 DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 3. Project Team Based on our experience conducting similar projects, the in-depth knowledge and specialized expertise of our consultants, and their regionally relevant experience, we would like to propose the project team members below. For your convenience, we’ve included full resumes at the end of our proposal. Figure 2: Project Team Organization Our proposed team offers deep experience in managing organization-wide technology projects, as well as backgrounds in local government information technology. The individuals who will be “on the ground” and actively involved in the execution of this project include:  Experienced project leaders who are accustomed to assisting large, medium-sized, and small local government agencies through transformational technology planning initiatives.  Former IT department leaders who understand the day-to-day responsibilities and workflows of local government IT divisions, enabling them to provide grounded, actionable recommendations that shape a robust technology roadmap.  Business analyst with direct experience in coordinating and facilitating strategic technology planning activities, including for local governments in the State. DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Roles and Responsibilities Chad Snow, PMP®, CFE Principal in Charge Chad is the principal and leader of BerryDunn’s Local Government Consulting Practice Area. He has more than 27 years of experience working with local government agencies, as well as extensive experience assisting government clients with project management, technology planning, business process improvement, system implementation and design, and enterprise systems. As Principal in Charge, Chad will have overall responsibility for the services we have proposed to the City. He has served in a similar position for the City of Allen, TX; Burleson, TX; and Galveston County, TX. Erin Provazek, MBA, CGCIO, ITIL, Prosci® CCP, PMP®, COBIT 2019 Project Manager Erin is an experienced information systems (IS) executive with extensive public sector experience. Most recently, she served as the Assistant IT Director for the City of College Station, Texas. With over 20 years of experience working with local government agencies and extensive experience assisting public-sector entities in planning, problem solving, and service delivery, Erin has demonstrated skills in enhancing operational efficiency and maximizing use of limited resources. As Project Manager, Erin will act as primary liaison with the City and be responsible for maintaining a constructive and clear line of communication between City staff and BerryDunn. In addition, she will monitor the progress of the project, track the initiation and completion of tasks and milestones, facilitate our meetings and information-gathering activities, and lead the development of project deliverables. During her time at BerryDunn, Erin’s leadership on the following projects, each of which has required remote correspondence and management due to travel restrictions, demonstrates her ability to work seamlessly with the City’s project team: » Sonoma Resource Conservation District, CA – Strategic Technology Plan » Galveston County, TX – IT Master Plan » Metro Parks Tacoma, WA – IT Strategic Planning » City of Pasco, WA – IS Assessment and Master Plan Development Don Begin, CCNA Business Analyst Don has 20 years of experience providing IT leadership to municipal governments and public school districts, most recently as the IT Director for the Town of Scarborough, ME. He specializes in developing programs related to business continuity, disaster recovery, privacy and user security, infrastructure development, and more. As a Business Analyst, Don will help coordinate assessment activities, initiative prioritization, and deliverable development. In addition to serving the Town of Scarborough, ME, as IT Director, he has experience providing IT leadership to public school districts in Fort Collins and Castle Rock, CO; and Jacksonville and Fernandina Beach, FL. DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Corey Claflin, COBIT 2019 Business Analyst Corey is a staff consultant in BerryDunn’s Local Government Consulting Practice Area. He assists local government clients with project support, building off his experience gained through providing project management services, business process improvement insight for internal systems, and software analysis for efficiencies and increased utilization. As a Business Analyst, Corey will support our review of the scope and organization of City’s processes—including facilitating meetings with City stakeholders, setting expectations with the City regarding deliverable timelines and content, and leading the development of our written deliverables. Corey has provided similar services to Metro Parks Tacoma, WA and Galveston County, TX. DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 4. Proposed Approach Overview Strategic technology planning is a core service for BerryDunn. Central to our approach includes involving City stakeholders from the beginning of the project to gain an understanding of strengths, challenges, and opportunities in the City’s current environment. We have found that engaging a broad range of departments and stakeholders in the planning process results in greater buy-in and support for the resulting strategic plan. We strive to provide actionable recommendations for strategic planning that allow government organizations to establish priorities, develop meaningful and realistic action plans, gain efficiencies, and make informed decisions for planning based on industry trends and best practices. When undertaking a project of this nature, the City may plan for changes based on the analysis of the City’s current environment and our strategy for approaching the future state. Our project approach considers the importance of change management from the outset of the project—particularly as it relates to stakeholder engagement and communication. As advisors to the City, our focus on IT strategic planning will include both an analysis of current state, and a prioritized approach to completion of the projects within the IT Strategic Plan. Figure 3 provides a high-level overview of our process. Figure 3: IT Strategic Planning Approach A detailed account of our work plan to complete the City’s IT Strategic Plan is outlined on the following pages. BerryDunn strives to be flexible when it comes to development and execution of an effective project plan. We understand that no two projects are exactly alike and believe that one of the primary reasons we have been successful with similar projects is our willingness to be flexible in adapting to our clients’ unique needs. DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Detailed Work Plan PHASE 1 Project Planning Building strong relationships with our clients is key to our collaborative service approach, and collaborating on a clear project timeline and scope of work is the first step in the process. 1.1 Conduct initial project planning. We will facilitate a project planning teleconference with the City’s project team, focusing on the following topics: » Clarify goals and known project constraints » Introduce project stakeholders » Establish collaboration tools and methods 1.2 Develop a draft Project Work Plan and Schedule. This deliverable will address specific City issues and concerns relating to our approach for managing communications, as well as our approach to scope, risks, and resource management. It will also address BerryDunn’s approach to providing the exact services outlined in our proposal, delivered at the agreed-upon time frame for each task. 1.3 Facilitate a remote work session to review and finalize the draft Project Work Plan and Schedule. Following this review with the City’s project team, our team will implement needed edits before finalizing. Phase 1 Differentiators ✓ Our team will apply Project Management Body of Knowledge® (PMBOK®) project management principles to establish a measurable timeline. ✓ The Project Work Plan will incorporate agreed-upon procedures between BerryDunn and the City related to project control, including quality management and deliverable submission/acceptance management. ✓ Our applied Prosci® change management methodology prepares City staff for change at each project step. DELIVERABLES D1 – Project Work Plan and Schedule PHASE 2 Fact-finding The foundation of our research and recommendations will come from City input. The tasks outlined in this phase will allow our team to analyze the City technology infrastructure and build a strong knowledge of your mission and policies as we review processes, challenges, and future capabilities. 2.1 Submit document request to the City and review documentation. This review will help prepare our team for fact-finding activities, focusing on materials to enable the BerryDunn team to review and analyze existing City technologies, systems, network and infrastructure diagrams, security policies and protocols. Other documentation we might request to review for this assessment includes, but is not limited to the following:  IT policies and procedures  Network infrastructure diagrams  Listing of off-the-shelf and custom developed applications DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 We respectfully request that the City provide available documentation prior to the project kickoff meeting and fact-finding interviews, as reviewing this information in advance of this work will enable us to be more efficient, become more knowledgeable of the current environment, and make best use of City personnel’s time. 2.2 Develop and administer a fact-finding survey to participating City staff. The intent of this survey is to: ✓ Identify current challenges ✓ Assess the satisfaction of City systems and IT staff to support the business and technology needs ✓ Gauge technical readiness/skills of the respondents to use technology to drive and support business change ✓ Identify future initiatives and organizational challenges for consideration in development of the IT Strategic Plan Prior to administering this survey, we will review the content with the City’s project team and make any recommended changes. Each stakeholder will be asked to complete the survey form with respect to the City’s IT operations, technology, and systems. We have found that soliciting input via a survey allows us to collect input from a broad sampling of City staff, while allowing personnel to provide their opinions at their convenience and with minimal disruption to day-to-day activities. 2.3 Review fact-finding survey results. BerryDunn will review the survey responses prior to our fact- finding efforts, which will allow our team to be better prepared for assessment activities, discover software that may not have been previously identified, and tailor our interview questions based on user responses. 2.4 Facilitate project kickoff with the City. The kickoff will outline the project scope, objectives, expectations, requirements, outcomes, communications, progress reporting requirements, and time frame for project completion. The objective of the kickoff meeting will be to formally introduce the project to the stakeholders involved, build buy-in from participants, and generate momentum for the next activities in the project. 2.5 Conduct fact-finding interviews. Following the kickoff, we will conduct a series of fact-finding interviews with City stakeholders, including key department representatives and IT staff. The purpose of these interviews is to provide our team with an understanding of the current environment as it relates to technology performance; organizational structure; systems and network infrastructure; staff job responsibilities and workload; current disaster recovery plans and processes; project and task management, and technology governance reporting; and plans, policies, and procedures. We will also conduct meetings with City leadership to discuss mission, vision, and goals, and their alignment with technology decision-making. Conduct assessment of the following Department 2.6 Develop a Preliminary Assessment and List of Issues and Opportunities. We will develop a report documenting the findings in our documentation review, survey results, and fact-finding. The report will outline our initial findings on the following process areas of the Department:  Organizational overview and governance  Network configuration and capacity  Network perimeter management  Server configuration and capacity  Configuration management DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698  Database management  Change control  Data Security  Disaster Recovery and Business Continuity  Physical and environmental controls  End-user device management  Performance measurements and Service Level Agreements  Software Asset Management  Application management The resulting list of Preliminary Issues and Opportunities will also draw from our understanding of municipal best practices based on experience working with over 300 local and state clients across the United States and Canada. In addition to bringing our experience working with other clients, as well as the information collected during the fact-finding process, our team will utilize best practice information from several sources. Organizations BerryDunn may consider during this process include, but are not limited to:  ITIL®: ITIL® has prescribed a service value system (SVS) with a value chain made up of six key activities, which gives organizations the flexibility to, “effectively and efficiently react to changing demands from stakeholders.” 1 These processes are documented in Version 4 of the Library, published in 2019.  Computer Economics: Computer Economics provides metrics for IT management, focusing on research and advisory information regarding the “strategic and financial management of information systems.”2 The study IT Spending and Staffing Benchmarks is the primary document from Computer Economics that is leveraged by BerryDunn in our IT planning projects.  PMI®: PMI® is a “leading not-for-profit membership association for the project management profession.”3 PMI provides concepts and a framework for best practices in project management and also certifies practitioners in project management with its certifications, including the Project Management Professional® (PMP®) certification.  Prosci® Change Management: Prosci®’s methodology and tools are research-based, building upon lessons learned from studies with organizations from around the world. A central focus of the Prosci change management approach is the belief that, in order for change to work in an organization, individuals must be willing to change and understand change.  International Organization for Standardization (ISO): ISO is the world’s largest developer and publisher of international standards with over 18,500 published standards.4 Several standards are directly applicable to government organizations in a variety of topics such as security, risk management, and disaster recovery.  COBIT Framework (COBIT): The framework created by the Information Systems Audit and Control Association (ISACA) for information technology management and IT governance. ISACA’s COBIT Framework provides an overarching view of enterprise IT governance reflecting the importance of information and technology in establishing a core direction for enterprises. 1 AXELOS, “This is the new ITIL;” axelos.com 2 Computer Economics; About Computer Economics; www.computereconomics.com 3 Project Management Institute (PMI); About Us; www.pmi.org 4 International Organization for Standardization (ISO); About ISO; www.iso.org DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698  National Institute of Standards and Technology (NIST): The National Institute of Standards and Technology (NIST) is an agency of the U.S. Department of Commerce. The NIST 800 Series is a set of documents that describe United States federal government computer security policies, procedures, and guidelines, such as Disaster Recovery Planning (DRP), Continuity of Operations Planning (COOP), and other contingency planning. Phase 2 Differentiators ✓ The fact-finding interviews help to identify operational needs, and assess the current environment to identify gaps and opportunities for improvement, consolidation, and maximize efficiencies. ✓ Through our experience conducting similar engagements, we understand the importance of involving City stakeholders in a collaborative manner to facilitate understanding of City needs and obtain support for recommendations. ✓ Fact-finding input, combined with survey feedback and the experience of BerryDunn resources, will be the basis for future recommendations. ✓ We will use a combination of in-person and remote meetings suited to the City’s needs and preferences. DELIVERABLES D2 – Preliminary Assessment and List of Issues and Opportunities PHASE 3 Data Analysis In this phase, we aim to synthesize the information gathered and work with the City to walk through our takeaways and recommendations. The outputs should lay the foundation for developing a cohesive list of projects or initiatives and a strategy for implementation. 3.1 Review the Preliminary List of Issues Memo. BerryDunn will facilitate a review session with the City project team to review Preliminary List of Issues Memo. During this session, we will work with City stakeholders to review, refine, and prioritize the preliminary list of IT issues and opportunities. Prioritization will occur through stakeholders’ votes on the presented recommendations and initiatives in order of priority for implementation by the City. 3.2 Identify and document current and planned IT projects. Based on input from the previous review session, we will identify and document the IT projects that are currently underway and those that are planned for the immediate to near future. This information will provide the reader of the IT Strategic Plan with an understanding of the history, trends, and future requirements for the City’s documented IT initiatives. 3.3 Develop and distribute IT initiatives planning template. We will seek input from City stakeholders regarding relevant projects and initiatives that should be considered during the strategic planning process. BerryDunn will develop an IT initiatives planning template that will be provided to the City’s project team and key stakeholders. We will request that the City use the template to identify 1 – 3 projects and initiatives. 3.4 Develop a Preliminary List of IT Projects and Initiatives. We will develop a list of IT projects and initiatives to specifically address the issues and opportunities found during fact-finding in Phase 2. We will consolidate the City’s submitted IT initiatives from the previously distributed template with the projects and initiatives on our preliminary list. Phase 3 Differentiators DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 ✓ As prior public sector employees, our team is keenly aware that recommendations need to consider limited budgets and prioritize those improvements that offer the best return on investment. ✓ Documenting current and planned IT projects will enable the City to be better equipped to substantiate and support future IT expenditures during the budgeting process. ✓ Our approach is designed to allow the City stakeholders to be an active collaborator as identified issues evolve into identified projects and initiatives. DELIVERABLES D3 – Prioritized List of IT Issues D4 – Preliminary List of IT Projects and Initiatives DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 PHASE 4 Strategy Formation To close out the project, we will prioritize the final recommended initiatives to be included in the final IT Strategic Plan. We will also present the plan and walk the City through our recommendations, with the goal of establishing understanding and buy-in. 4.1 Review and prioritize IT Projects and Initiatives. We will facilitate a work session to review the submitted projects and initiatives and ask City representatives to vote on the priority of projects and initiatives at the conclusion of the meeting. Collaboration and involvement of City stakeholders is a key ingredient to successfully identifying technology initiatives that will become the basis for the City’s IT Strategic Plan. 4.2 Develop a Prioritized List of IT Projects and Initiatives. At the end of the session, the team will prioritize the Preliminary List of Projects and Initiatives based on City voting and BerryDunn recommendations. Based on this prioritization, we will develop a budget and timeline matrix, which will serve as a roadmap for planning the City’s chosen projects and initiatives over the next four to five years. The budget and timeline matrix will present estimated costs, resource needs, and timelines for completing each project. 4.3 Develop a draft IT Strategic Plan to implement the recommended strategies addressing the most critical needs of the City over the next four to five years. BerryDunn will develop the City’s IT Strategic Plan, in draft form, based on the fact-finding, research, and analyses conducted. We will document our repeatable methodology that will enable the City to update this plan on an ongoing basis and prioritize future initiatives. The draft plan will include a brief summary of each strategic initiative, a timeline for implementation of the initiatives, and estimated costs over a four to five-year planning horizon. In addition, we often provide recommendations for an IT governance strategy to guide the City’s IT operations and assets. 4.4 Review the draft IT Strategic Plan. We will submit the draft plan to the City and facilitate a teleconference to review and discuss content and receive feedback. Following our meeting, we will incorporate changes identified by the City into the final version. 4.5 Develop final presentation and review with the City’s project team. We provide a draft presentation to the City’s project team, collecting feedback via teleconference and incorporating any changes. After this teleconference, we will update the draft presentation and submit the final version to the City. 4.6 Deliver final presentation to the City. BerryDunn will present the IT Strategic Plan to City Council or other identified City leadership, building buy-in for the recommendations outlined in the final plan and providing an opportunity for City leadership to ask our team and the City project team questions. 4.7 Conduct ongoing project management. Throughout the project, BerryDunn will submit biweekly project status updates, which will include a description of the activities and accomplishments for the reporting period, plans for the upcoming period, issues encountered during the reporting period, anticipated challenges that may impact project delivery, and mitigation strategies. DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Phase 4 Differentiators ✓ Voting and prioritization of the strategic IT issues and opportunities will allow the City stakeholders to take an active role in shaping the major challenges and solutions around which the future IT Strategic Plan will be structured. ✓ The IT Strategic Plan will include the final budget and timeline matrix, which will serve as a roadmap for accomplishing the City’s chosen projects and initiatives over the next four to five years. The matrix will present estimated costs, resource needs, and timelines for completing each project, as well as a recommended overall schedule for addressing all projects in an efficient sequence. ✓ The final presentations will build buy-in for final recommendations and providing an opportunity for stakeholders to ask our team and the City’s project team questions. DELIVERABLES D5 – Prioritized List of IT Projects and Initiatives D6 – IT Strategic Plan D7 – Final Presentation D8 – Biweekly Status Updates DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 5. Applied Methodologies Project Management To help ensure that project objectives are met, and initiation and completion of project work are conducted in a timely manner, each BerryDunn project is led by an experienced project manager who understands and utilizes project management best practices. Our Government Consulting Group employs project management best practices from the Project Management Institute’s (PMI®’s) Guide to the Project Management Body of Knowledge (PMBOK® Guide), Version 6. Our proposed team is committed to bringing project management expertise to the City’s project. Our proposed Principal and Project Manager are certified PMPs®, which will enable them to apply PMI® standards and best practices to the selection of a permitting solution. The City can be assured that this project will be conducted efficiently and effectively. Figure 4 illustrates the phases of the project management life cycle, which provides a framework for managing any type of project. Figure 4: Project Management Lifecycle. Tools and Technology For the daily management and undertaking of project tasks, we strive to avoid unnecessary delays, enhance productivity, promote collaboration, and minimize barriers to participation. To that end, we utilize technology that is familiar or intuitive to most users in addition to our project resources assembled from years of public sector consulting, as detailed below. Figure 5: Tools and Technology Work Kit DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Change Management Stakeholders’ willingness to adopt new processes and tools plays a significant role in the success—or failure—of strategic projects and initiatives. BerryDunn has observed resistance to change in virtually all of our technology planning projects, and we will work with you to proactively address resistance by:  Engaging stakeholders at the right level throughout the project—from initial planning through delivery of final recommendations—to build understanding for the need for change and gain support from the people who will be considering the future solutions  Developing and executing a plan that considers the information needs of each stakeholder group  Documenting technology challenges, and working with stakeholders to understand how their work might be performed more efficiently and effectively with the execution of a strategic project or initiative in the organizational audit We have adopted the Prosci® change management methodology and trained over 100 consultants to become Prosci® Certified Change Practitioners (CCPs), including two of our proposed team members. A central focus of the Prosci change management approach is the belief that, in order for change to work in an organization, individuals must be willing to change and understand change. According to research conducted by Prosci®, the likelihood of project success increases significantly, and in alignment with the level of change management focus applied to the project. Figure 6 shows that even small increases in focus on change management, from “poor” to “fair,” are likely to have a positive impact on system adoption and project success. Figure 6: Change Management’s Impact on Project Success DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 6. Client References In this section, we have outlined three projects and contact information demonstrating our experience providing technology assessment and strategic planning services to local governments. Galveston County, Texas IT Strategic Planning Contact Information Arnel (Arnie) Wetzel, Human Resource Director Tel: 409-770-5350 Email: Arnel.Wetzel@galvestoncountytx.gov Address 722 Moody Avenue Galveston, TX 77550 Project Background As part of a county that serves over 335,000 constituents, Galveston County’s (County’s) IT Department provides crucial technology support to all other County offices, departments, and several outside entities. To maximize the IT Department’s operational efficiency and establish a strategic vision, the County partnered with BerryDunn in 2020 to conduct a comprehensive assessment and evaluation of strategy, risk, applications, technical infrastructure, and organization. Key Staff: Chad Snow, Erin Provazek, Corey Claflin Services and Outcomes As part of a county that serves over 335,000 constituents, Galveston County’s (County’s) IT Department provides crucial technology support to all other County offices, departments, and several outside entities. To maximize the IT Department’s operational efficiency and establish a strategic vision, the County partnered with BerryDunn in 2020 to conduct a comprehensive assessment and evaluation of strategy, risk, applications, technical infrastructure, and organization. The project began during the beginning of the COVID-19 shutdowns, which gave our team the opportunity to hone our remote fact-finding strategy. The County is a large, complex organization, but our team was able to engage stakeholders in a meaningful way, leveraging our experience working remotely and engagement technology. At this point in the project, the County’s departments have participated in the prioritization process of strategic IT issues and challenges, which has informed the final drafts of the final IT Strategic Plan. DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Allen, Texas IT Strategic Planning Contact Information Eric Matthews, IT Director Tel: 214-509-4628 Email: ematthews@cityofallen.org Address 305 Century Parkway Allen, TX 75013 Key Staff: Chad Snow, Corey Claflin Services and Outcomes BerryDunn had been working with the City of Allen on several system selection and implementation projects when the City requested help developing an IT Strategic Plan. The IT Department’s main goal in creating this roadmap was to guide the organization and maximize its investment in technology over the next three to five years. We proposed a four-phased approach focused on identifying key issues the City faced, and developing recommended initiatives and projects that directly addressed those issues an prepared the City for positive change. City of Pasco, Washington Information Services Organizational Assessment & Master Plan Development Contact Information N. Zach Ratkai, Administrative and Community Services Director Tel: 509-537-2078 Email: ratkaiz@pasco-wa.gov Address 525 N Third Avenue Pasco, WA 99301 Project Background A full-service municipality with more than 73,000 residents, the City of Pasco partnered with BerryDunn to assess its current technology state and needs, and design a comprehensive plan that would provide a clear, actionable map to guide the City through technology decisions and upgrades over the next five years. The plan’s recommendations were tailored to the City’s rapid growth and values, and driven by the City’s specific business goals. Key Staff: Chad Snow, Erin Provazek, Corey Claflin Services and Outcomes BerryDunn worked with the City to develop the IS Master Plan that supported the current mission, vision and goals of the City. The plan leveraged existing computer hardware and software applications, while laying the groundwork for newer applications, functions, and evolving technologies. After an initial existing documentation review, which helped our team become more knowledgeable about the current environment at the City, BerryDunn conducted a kick-off meeting and facilitated fact-finding interviews with each City department. Our fact-finding activities laid the foundation for developing a comprehensive assessment of the City’s IS organization, staffing, services, portfolios, and processes. Even as the project’s activities shifted to complete remote engagement as a result of the COVID-19 pandemic, City staff were given the opportunity to participate in prioritization sessions to build out a roadmap for tackling the technology initiatives and challenges most important for the City’s development as an organization. DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 7. Proposed Fees In Table 1 below, we have provided our proposed costs for completing the City’s IT Strategic Plan, which are inclusive of any related expenses, materials required to complete the project, and include project management services. BerryDunn does not charge for time spent traveling, so these costs reflect only the time BerryDunn team members will be working on the City’s project. We will progress bill the City on a monthly basis for work completed against each deliverable. Table 1: BerryDunn IT Strategic Planning Costs No. Deliverable Cost 1 Project Work Plan and Schedule $4,593 2 Preliminary Assessment and List of Strategic IT Issues and Opportunities $30,860 3 Prioritized List of Strategic IT Issues $2,017 4 Preliminary List of IT Projects and Initiatives $1,118 5 Prioritized List of IT Projects and Initiatives $8,023 6 IT Strategic Plan $22,385 7 Final Presentation $2,822 8 Biweekly Status Updates $2,989 Total $74,840 BerryDunn estimates the number of hours to deliver these services is 357.5 hours, equating to $209.34 per hour. DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Appendix: Team Member Resumes Chad Snow, PMP®, CFE Principal in Charge Chad has more than 27 years of experience working with local government agencies and has extensive experience assisting government clients with project management, technology planning, business process improvement, system implementation and design, and enterprise systems. Prior to joining BerryDunn in 2006, Chad worked for a public-sector system vendor, where he provided in-depth demonstrations on ERP, revenue, and public safety applications to prospective government clients in addition to providing project management and implementation support. He also served as a Maine police officer for 10 years. Key Qualifications • Provides project leadership for planning, selection, and implementation of a variety of public- sector systems for dozens of clients • Experienced in full life cycle of planning for and procuring new systems • Experienced in leading IT assessments and strategic planning efforts Relevant Experience Strategic Technology Planning Chad has led numerous strategic technology planning initiatives during his time at BerryDunn, and has been instrumental in establishing a flexible methodology that can be applied to park districts, 100-person county IT departments, to small technology divisions seeking to bring operations in-house. His engagement style is defined by establishing clear expectations and developing meaningful relationships with stakeholders to help identify necessary technology projects, gaps in service, and a clear path to continued growth and exceptional services. Operational and Organizational Assessments: Chad has over 20 years of experience leading local government operational and organizational assessments. Past projects have focused on analyzing organizations’ operational efficiency and progress against strategic and tactical goals. Components of these projects, include, but are not limited to, scope involving staffing, organizational structure review, and collaboration across departments. Key Local Government Clients • City of Beaverton, OR • City of Bloomington, MN • City of Boca Raton, FL • City of Boston, MA • City of Broken Arrow, OK • City of Cambridge, MA • City of Midland, TX • City of Pasco, WA • City of Rapid City, SD • City of Sioux Falls, SD • City of Philadelphia, PA • City of Wilmington, NC • Loudoun County, VA • Metro Parks Tacoma, WA • Minnehaha County, SD • Montgomery County, PA • Outagamie County, WI • Somerset County Parks District, NJ • Tampa Port Authority, FL • Three Rivers Park District, MN • Town of Leesburg, VA • Westchester County, NY Education and Memberships BA, Criminology, University of Southern Maine AS, Law Enforcement Technology, Southern Maine Technical College Project Management Professional® (PMP®), Project Management Institute® Certified Fraud Examiner (CFE) Association of CFEs DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Erin Provazek, MBA, ITIL (F), Prosci ® CPP Project Manager Erin is a senior consultant with over 20 years of experience performing and managing all levels of information technology (IT) operations and projects for local governments. Her operational experience includes IT service management design and operation; building technology focused strategic business partnerships with organization business units; extensive project management; data management; and budgeting. Key Qualifications • Extensive experience performing, managing, and planning all levels of IT operations • Skillful recognition, understanding, and translation of technical and operational process terminology • Strong ability to manage, supervise, and facilitate teams Relevant Experience Assistant IT Director: As an Assistant IT Director for the City of College Station, TX, Erin managed, supervised, set goals and achievements, and performed strategic planning for the City’s IT. Erin directly supervised software divisions, business processes, desktop user environments, and customer support for all technical programs. Over 14 different city departments used these programs and services. Business Systems Manager: Erin managed the administration, setup, maintenance, inventory, and integration of enterprise hardware, application servers, and software. This experience provides Erin with strong project management skills. Erin also managed a systems analyst staff of six, while performing the same system analyst duties. Erin evaluated, analyzed, supported, and modified existing and/or proposed databases, systems, interfaces, and related devices. She provided technical direction and support for information modeling concepts, data access, and reporting tools, which included: designing and implementing in-house applications; identifying and interpreting technical information to develop data solutions; and/or performing other technical-related activities to support the City’s business processes and requirements. ERP System Implementations: Erin has over 20 years’ experience implementing technology solutions, from IT infrastructure to enterprise applications solutions for all local government departments’ operations. These implementations include identification of business needs and requirements, selection of solutions based on those business needs, managing the implementation and deployment of the solutions, and preparing the solution for ongoing operational support. Erin’s implementation strategies align operational needs with enterprise technology management practices, improving partnerships with technology providers and users within the organization. Selected Local Government Clients • City of Fountain Valley, CA • City of Irving, TX • Guilford County, NC • City of Pasco, WA • City of Weatherford, TX • Lindbergh Schools, MO • Galveston County, TX • Metro Parks Tacoma, WA • City of Grand Prairie, TX • City of Oxnard, CA DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Education and Memberships BBA, Information and Operations Management, Texas A&M University Harvard Executive Education Program, “Leadership for the 21st Century: Chaos, Conflict and Courage” MBA, Information Technology Management, Western Governors University Certified Project Management Professional® Information Technology Infrastructure Library (ITIL) v3 Foundations Certified Prosci® Certified Change Management Practitioner Certified Government Chief Information Officer (CGCIO), University of North Carolina Chapel Hill COBIT 2019 Foundation Certified DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Donald Begin, CCNA Business Analyst Don is a senior consultant in BerryDunn’s Local Government Practice Group. He has 20 years of experience providing IT leadership to public school districts and municipal governments. He specializes in developing and launching programs related to business continuity, disaster recovery, culture development, infrastructure develop, privacy and user security, and service-level enhancement. Relevant Experience IT Leadership: Don has led technology visioning, program development, system implementation, and overall management for municipal services ranging from public safety to educational services, financial services, planning and development, public works, operations and maintenance, economic development, and more. He has optimized IT staff and infrastructure to reduce spending, managed multi-million dollar technology modernization and infrastructure projects, and improved operational metrics related to service and performance. Information Security: Throughout his career, Don has championed business continuity, disaster recovery, and IT risk mitigation. He is a Cisco Certified Network Associate (CCNA), skilled in physical, data, and network security, as well as emergency management planning. Project Management: Don has provided project management support for several multi-million dollar initiatives, including projects with more than 150,000 stakeholders. He helped establish a project management office (PMO) and brought Project Management Institute (PMI)-based strategies to IT organizations. Public-Sector Experience • Town of Scarborough, ME • Poudre School District, Fort Collins, CO • Duval County School District, Jacksonville, FL • Douglas County School District, Castle Rock, CO • Nassau County School District, Fernandina Beach, FL Education and Certifications BA, University of North Florida Cisco Certified Network Associate (CCNA) Certifications Pending: Project Management Professional®, Scrum Master, Lean Six Sigma Yellow Belt DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Corey Claflin, COBIT 2019, CAPM Business Analyst Corey is a staff consultant in BerryDunn’s Government Consulting Group. He assists local government clients with project support, building off his experience gained through providing project management services, business process improvement insight for internal payroll systems and software analysis for efficiencies and increased utilization. Key Qualifications • Extensive experience adhering to budgetary restricts when providing project management services • Strong understanding of business process analysis, offering insight on streamlining processes and increasing system utilization • Well-versed in developing work plans, project management, and adhering to project milestones Relevant Experience Project Management: Corey has experience in the full project management lifecycle, including conducting fact finding meetings, analyzing and updating policies and procedures for efficiencies, and updating software modules to accommodate the needs of the company. Corey has also been responsible for the completion of timeline milestones and adherence to budgetary restrictions. Business Process Improvements: Corey has analyzed business processes to provide insight on ways to streamline business processes which led to the development of process efficiencies and updating of policies and procedures. Project Support: Corey has provided his assistance in the development and launching of new software systems, which involved maintaining compliance, promoting buy-in and increasing overall utilization, and tracking the success of the project through analysis of the turnout rate of the online system. Key Clients • City of Allen, TX • City of DeSoto, TX • City of Midvale, UT • Collier County, FL • DeKalb County, GA • Douglas County, NE • Town of Christiansburg, VA • Metro Parks Tacoma, WA • Galveston County, TX • Hamilton County, IN • Louisville Metro Government, KY • Monroe County, FL • City of Detroit, MI • City of Bloomington, MN • Washington Township, OH Education and Memberships BA, Economics and Political Science, University of Maine COBIT 2019 Foundation Certified Certified Associate in Project Management (CAPM) DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 15 of 22 Exhibit C 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: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 16 of 22 • 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 used: DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 17 of 22 • 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. [X] 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). [ ] Owner's and Contractor's Protective Liability Insurance DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 18 of 22 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: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 19 of 22 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: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 20 of 22 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; 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 DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 City of Denton, Texas Contract 7791 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 21 of 22 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: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 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 Exhibit DocuSign Envelope ID: 6DA44DA0-B68D-425E-B489-C5AEA0BFF698 Berry, Dunn, McNeil & Parker, LLC, dba Berry Dunn D 9/8/2021 NA NA X Certificate Of Completion Envelope Id: 6DA44DA0B68D425EB489C5AEA0BFF698 Status: Completed Subject: Please DocuSign: City Council Contract 7791 - IT Strategic Plan Source Envelope: Document Pages: 50 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 9/7/2021 1:11:48 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 9/7/2021 2:10:34 PM Viewed: 9/7/2021 2:10:43 PM Signed: 9/7/2021 2:12:20 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: 198.49.140.104 Sent: 9/7/2021 2:12:23 PM Viewed: 9/8/2021 8:29:36 AM Signed: 9/8/2021 1:11:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Catherine Clifton, Interim City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 9/8/2021 1:11:35 PM Viewed: 9/8/2021 3:24:56 PM Signed: 9/8/2021 3:26:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Chad Snow csnow@berrydunn.com Principal Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 69.49.157.66 Sent: 9/8/2021 3:26:39 PM Viewed: 9/8/2021 3:27:03 PM Signed: 9/8/2021 3:28:06 PM Electronic Record and Signature Disclosure: Accepted: 9/8/2021 3:27:03 PM ID: c788ac86-a7f2-4192-8f66-8b39c6dc04d9 Signer Events Signature Timestamp Leisha Meine Leisha.Meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/8/2021 3:28:08 PM Viewed: 9/8/2021 3:54:27 PM Signed: 9/8/2021 3:55:22 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 9/8/2021 3:55:25 PM Viewed: 9/29/2021 7:50:08 AM Signed: 9/29/2021 7:50:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/29/2021 7:50:45 AM Viewed: 9/29/2021 8:00:46 AM Signed: 9/29/2021 8:00:51 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/29/2021 8:00:54 AM Viewed: 9/29/2021 2:14:05 PM Signed: 9/29/2021 2:14:38 PM Electronic Record and Signature Disclosure: Accepted: 9/29/2021 2:14:05 PM ID: f0e3d2be-770c-4e1f-9b8a-0ed58d499a72 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 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/7/2021 2:12:24 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 9/8/2021 3:55:25 PM Viewed: 9/9/2021 2:59:31 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 9/29/2021 2:14:41 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lisa Collaud Lisa.Collaud@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 9/29/2021 2:14:42 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/7/2021 2:10:34 PM Certified Delivered Security Checked 9/29/2021 2:14:05 PM Signing Complete Security Checked 9/29/2021 2:14:38 PM Completed Security Checked 9/29/2021 2:14:42 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 3:59:03 PM Parties agreed to: Chad Snow, Rosa Rios 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.