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8846 - Contract Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 Christina Dormady 8846 City of Denton Real Estate Operational Assessment City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 16 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 8846 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Matrix Consulting Group, Ltd., with its corporate office at 1875 S. Grant Street, Suite 960, San Mateo, CA 94402 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, City of Denton Real Estate Operational Assessment, as described in Exhibit A, which is attached hereto and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit A as if written word for word herein. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 4/23/2025 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 16 B. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit A, which shall be attached to this Agreement and made a part hereof. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit A. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit A. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 16 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit A. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit A which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $49,500. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 16 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit A. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 16 Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 6 of 16 will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Matrix Consulting Group, Ltd. City of Denton Alan D. Pennington Purchasing Manager –File 8846 1875 S. Grant Street, Suite 960 901B Texas Street San Mateo, CA 94402 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 7 of 16 ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 8 of 16 ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – Consultant’s Scope of Services Offer, Project Schedule, and Compensation Rate Sheet Exhibit B – Consultant’s Insurance Requirements What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Jen Winter, P.E. 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: AC20FEBA-669A-45E7-A565-ED789B9B50A3 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 9 of 16 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: AC20FEBA-669A-45E7-A565-ED789B9B50A3 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 10 of 16 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 Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (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 Sections 2252 and 2270 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become 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 Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVII Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 11 of 16 contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVIII Termination Right for Contracts with Companies Doing Business with Certain Foreign- Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. ARTICLE XXIX 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 23-1165 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. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 4/23/2025 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 12 of 16 CONSULTANT BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS CITY OF DENTON, TEXAS BY: _____________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 Alan Pennington President 650.858.0507 apennington@matrixcg.net Development Services Scott McDonald Director PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP Exhibit A DENTON, TEXAS PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION FEBRUARY 1 8 , 2025 revised Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 MATRIX CONSULTING GROUP 1875 S Grant Street, Suite 960 San Mateo, CA 94402 Charlie Rosendahl, Business Services Manager City of Denton, TX Development Services 401 N. Elm Street Denton, TX 76201 Dear Mr. Rosendahl: Matrix Consulting Group is pleased to submit our proposal for a management and operational assessment as outlined in the City of Denton’s Scope of Work. Our proposal is based on our review of the scope and supporting documents and our prior experience with the City in providing similar services. Our qualiffcations include: • Local Government Market Focus: Our exclusive market and service focus is assisting public sector entities, mainly local governments, with operational, organizational, and stalfing assessments, change management and succession planning, strategic planning, and targeted training. Our project team consists of highly experienced subject matter experts, with the majority having experience as local government managers and executives. • Extensive Local Government Experience: Since its founding in 2003, our ffrm has conducted over 100 organization-wide studies and over 1,800 studies of individual departments. The proposal details our extensive prior consulting work and further highlights our experience in each area outlined in the RFP. • Tailored Services to Meet Your Unique Organizational Needs: Matrix Consulting Group understands that each organization has a unique organizational culture, service portfolio, and service-level expectations. We develop a highly customized action plan to provide services designed to support and advance each client's goals and objectives. Our ffrm has extensive experience working with Denton. In the past ffve years, we have completed a police stalfing study, a ifeet study, and several ffnancial services assignments. As President of Matrix Consulting Group, I am authorized to represent the ffrm contractually and execute any service agreement. I can be reached at 650-858-0507 or via email at apennington@matrixcg.net. We look forward to the opportunity to continue our partnership with the City of Denton. ALAN D. PENNINGTON President Matrix Consulting Group, Ltd. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP QUALIFICATIONS AND EXPERIENCE 1 STRATEGIC APPROACH AND TIMELINE 11 PROJECT PROPOSED BUDGET 18 TABLE OF CONTENTS Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 1 This section of our proposal describes our project understanding, provides an overview of the ffrm, and introduces the proposed project team. PROJECT UNDERSTANDING The City of Denton, TX (City) is seeking a management consulting ffrm with signiffcant experience performing local government operational, organizational, and management assessments to perform this assessment on the City’s Real Estate Division. This Division provides real estate services for the City, including property acquisition and disposition, administration and management of leases, easement reviews, and others. This project will review the Division's current state, organizational structure, service delivery, and operational practices in alignment with industry best practices. It will also examine its effectiveness in meeting the City's strategic direction, the community's service needs, and projected growth over the next ffve to ten years. Matrix Consulting Group has assembled a team of experienced subject matter experts to conduct this comprehensive organizational, operational, and management assessment to review the Division’s current operations, service levels, management systems, organizational structure, and needed resources. Our team has all performed multiple assessments of this nature for similar organizations, and our company has also provided assessments of this type for other City of Denton functions (e.g., police and ifeet). This operational assessment will provide the City with a roadmap for success and recommendations that will assist in making the Real Estate Division a high-performing organization. ABOUT MATRIX CONSULTING GROUP, LTD. Matrix Consulting Group, Ltd. is a management consulting ffrm dedicated to providing quality analytical, evaluation, support, and training assistance to local government. Our company was formed by experienced consultants to pursue an operating model in which analytical work is performed by senior- level staff. Our ffrm can be summarized as follows: • We were incorporated in 2003 in California. Our headquarters are in San Mateo, and we have regional olfices in Charlotte (NC), Dallas (TX), Edwardsville (IL), Irvine (CA), the Tampa (FL) area, Portland (OR), and Nova Scotia, Canada. We are also incorporated in Texas as a foreign corporation. • We are comprised of 30 full-time and seven part-time highly experienced management consultants who specialize in analyzing local government functions encompassing the entire spectrum of critical operational areas. QUALIFICATIONS AND EXPERIENCE Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 2 • Since our founding, we have worked with over 1,800 government agencies, conducting cost-of-service and management studies focused on improving the effectiveness of organizational structures, ensuring function alignment for enhanced interdepartmental collaboration, and developing appropriate resource and stalfing allocations. SERVICE AREAS Matrix Consulting Group offers an unmatched breadth of technical expertise. The following table summarizes the service areas in which we routinely work. Law Enforcement Financial Services Fleet Management Stafflng analysis Full cost allocation plans Operational analysis Patrol scheduling and deployment Super Circular cost plans Fleet replacement planning Patrol beat redesign Cost of services Fleet size and composition Community policing User fees Fleet maintenance Management studies Development impact / Nexus Contract feasibility & compliance Regionalized feasibility Billable/hourly rates Contract compliance audits Internal controls audits Parks, Recreation, and Libraries Projections and growth impacts Master and strategic planning Community Development Stafflng and program analysis Fire and EMS Permit streamlining Customer service Master and strategic plans Organization & stafflng Park condition assessments Station location planning Permitting software decisions Stafflng analysis Customer service Citywide and Countywide Scheduling and deployment Service level standards Organizational assessments Standard of coverage Strategic planning Regionalized feasibility Administrative Stafflng analysis Management studies Organizational assessments Management analysis Contract compliance audits Stafflng analysis Customer service Performance management Shared services Emergency Communications Shared services analysis Stafflng analysis Information technology Higher Education Operations analysis Process improvement Administrative services Consolidation feasibility Campus security Public Works and Utilities Organization & stafflng Corrections and Justice Organizational assessments University-city contract services Operational analysis Stafflng analysis Stafflng analysis Infrastructure assessments Needs assessments Fleet management RELEVANT EXPERIENCE One of our most signiffcant areas of expertise and prior experience is the evaluation of local government operations and stalfing requirements. We have conducted over 100 organization-wide studies since our founding. Notable clients include: Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 3 Albuquerque, NM Augusta, GA Avon, CT Brattleboro, VT Carroll County, NH DeKalb County, GA Deltona, FL Goodyear, AZ Greenbelt, MD Gulf Shores, AL Jefferson City, MO Monroe County, MI Monrovia, CA Montpelier, VT Mt. Lebanon, PA Orland Park, IL Orleans, MA Orting, WA Rancho Mirage, CA Rancho Palos Verdes, CA Raymore, MO Roseville, CA Salt Lake County, UT Schertz, TX St. Cloud, FL Sunnyvale, CA Tigard, OR We are currently conducting organizational assessment studies for Columbia, SC, and El Monte, CA. EXPERIENCE PROVIDING ORGANIZATIONAL ASSESSMENTS IN THE LAST 3 YEARS The following table lists similar organizational and stalfing assessment studies conducted by Matrix Consulting Group in the last three years: Client Project Addison, TX Organizational Assessment (3 studies) Bradenton, FL Organizational Assessment Clackamas County, OR HR Operational Assessment Coventry, RI Citywide Organizational Study Dublin, CA Public Works Operational Assessment Dunedin, FL Organizational and Stafflng Study Fayetteville, NC Public Services Organizational Assessment Fort Collins, CO Organizational Assessment Eastern Iowa Airport, IA Organizational and Stafflng Study Greeley, CO Housing & Community Development Org Assessment Gulf Shores. AL Citywide Organizational and Stafflng Projections Knoxville, TN Organizational and Process Study La Quinta, CA Public Works Operational Assessment Lake Elmo, MN Finance Operational Assessment Jefferson City, MO Organizational Assessment and Stafflng Joplin, MO Organizational Assessment / Service Levels Niles-Maine Library District, IL Operational and Stafflng Assessment Orange County Transit Authority, CA Facility Maintenance Operational Assessment Portage, MI Citywide Organizational and Stafflng Study Royal Oak, MI Public Works & Community Dev. Organizational Study San Joaquin Regional Rail Commission, CA HR Operational Assessment Santa Maria, CA PW Operational Assessment Susquehanna Regional Airport Organizational and Stafflng Study Takoma Park, MD Organizational Study Details about any project listed above are available upon request. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 4 EXPERIENCE WITH THE CITY OF DENTON, TEXAS The following table lists studies performed by Matrix Consulting Group for the City of Denton, Texas: Year Project 2022 Development Fee Study 2021 Fleet Study Follow Up 2019 Police Study 2019 Development Fee Study 2019 Development Engineering Audit 2019 Fleet Study 2008 Wastewater Study REFERENCES Client Project Summary Addison, Texas General Services Assessment Brad Boganwright, FMP Assistant Director of General Services sborganwright@addisontx.gov 972.450.2894 The purpose of this study was to evaluate the General Services Department’s current operations, existing stafflng and program services; as well as to document and provide speciflc recommendations that optimize and enhance services consistent with adopted industry standards. The project included a stafflng analysis and a full operational analysis of best practices and service levels for the entire department including both fieet and facilities operations. The study also included an in-depth analysis of the current asset and maintenance management methodologies and recommendations to improve upon the current practices. Recommendations included the need for dedicated stafflng for fieet management competencies, an increased focus on asset management condition, new contract management stafflng levels and techniques, and updated policies and procedures for continued operational success. It should be noted that we are currently conducting stafflng studies of the Police and Fire Departments as well as the Municipal Airport. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 5 Client Project Summary Fayetteville, North Carolina Organizational and Operational Review of the Public Services Department Sheila Thomas-Ambat Public Services Director SheilaThomasAmbat@fayettevillenc.gov 910.433.1329 Our flrm was retained by the City of Fayetteville to conduct a comprehensive organizational and operational assessment. The goals of the study included an organizational efflciency and stafflng analysis to help deploy strategies to utilize staff resources in the most effective manner, determine appropriate stafflng levels for the Department, and recommend organizational structure changes to enhance Department service levels. Recommendations included a reorganization of the Engineering, Trafflc Services, and Streets divisions to align teams and delivery of services. Matrix also recommended implementation of an asset management program and the use of technology for fleld staff to be able to assign and record work order information in the fleld. We are currently assisting the department with drafting of a comprehensive set of policy and procedure manuals for Public Services operations. Metropolitan Council, Minnesota Facilities Maintenance Gap and Operational Analysis Marilyn Porter Director of Engineering and Facilities Marilyn.Porter@metrotransit.org 612.349.7689 The project team assessed current operations to determine any gaps in facilities maintenance and management services provided, its organizational structure, stafflng, operations and uses of information technology for this large provider of transit services to the broad service area of the Twin Cities. To accomplish this, our team compared current services to those of best management practices in the facilities maintenance service industry. We also conducted a survey of employee opinions on various topics relating to stafflng, management and operations; as well as a comparative survey of similar transit operations. Recommendations included the need for enhanced asset management practices, additional security and stafflng levels for maintenance workers at public facilities, development and implementation of a more robust preventive maintenance program, centralized management and control of inventory and others. Additional references or details about any project listed above are available upon request. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 6 PROJECT TEAM We propose a highly qualiffed team of consultants who are all full-time employees of Matrix Consulting Group. The chart below shows the reporting structure and roles. Resumes for each team member begin on the following page. Jen WinterVice President Project Manager Chas JordanManager Senior Analyst Allyson BrekkeManager Senior Analyst Nelson ReyesConsultant Analyst Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 7 BIOGRAPHY: Jen leads our Public Works and Infrastructure practice area. She leads studies including asset management, engineering, right-of-way, real estate, public works, tralfic and transportation, public utilities, and related services. Prior to joining Matrix Jen served within local government as the Public Works Director for the City of Cedar Rapids, Iowa where she had oversight of the Real Estate Division. She has also previously served as the Regional Director for an engineering consulting ffrm. Her local government experience includes: • Oversight of real estate transactions including property acquisition, vacations and dispositions, and sale of city-owned property. • Project management of complex, high-dollar projects involving property acquisition and easements. • Strategic planning, organizational and stalfing assessments, data and workload analysis, needs assessments, public engagement, and best management practices evaluation and implementation. • Process studies, process evaluation and reengineering. • Asset management strategies critical to the planning and measurement of infrastructure. • Extensive training in and experience implementing organizational health initiatives. EXPERIENCE HIGHLIGHTS: FAYETTEVILLE, NC: PUBLIC WORKS ORGANIZATIONAL ANALYSIS This study of the Public Works Department included an analysis of their Real Estate team which include the acquisition/selling of City owned properties and served as the property manager for the City’s commercial airport. • Identiffed additional stalfing needs and employee qualiffcations for the Real Estate Division. • Proposed changes to organizational structure for better spans of control. ROLE ON THIS ENGAGEMENT: Jen will serve as the Project Manager RELEVANT CLIENTS: CA Dublin CA Gilroy CA La Quinta CA Marin County CA Pismo Beach CA Redwood City CA SDCWA CA Santa Barbara CA San Bernardino Co. CA Santa Maria CA Vacaville CA West Sacramento FL Bradenton FL Dunedin FL Naples Airport FL St. Johns County NC Fayetteville NE Sarpy County WA Snohomish County WA Thurston County YEARS OF EXPERIENCE: 25 EDUCATION: BS, Iowa State University, Civil Engineering PROFESSIONAL ASSOCIATIONS: American Public Works Association (APWA) APWA Center for Sustainability (past Chair) American Water Works Association (AWWA) JEN WINTER, P.E. Vice President Project Manager Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 8 BIOGRAPHY: Chas Jordan is a Manager in the ffrm’s General Consulting Practice. He serves as a project manager and a project consultant on projects dealing with public works, facilities, ifeet management, utilities, parks and recreation and administrative functions. Prior to joining the ffrm, Chas served as an Assistant Public Works Director and Facilities Manager in Florida. His consulting expertise includes: • Facilities Management organizational structure, operations, and best practices, speciffcally Design Standards, Space Needs, Sustainable Design, and life cycle cost analysis. • Parks and Recreation operations, stalfing, maintenance, and programming analysis. • Strategic planning, organizational and stalfing assessments, needs assessments, and best management practices evaluation and implementation. • Financial analysis, rate setting, and long-term capital planning. EXPERIENCE HIGHLIGHTS: ADDISON, TX: ASSESSMENT OF GENERAL SERVICES DEPT. • Served as lead analyst and project manager to review the General Services Department (Facilities and Fleet Management) • Reviewed maintenance standards and needed stalfing resources. • Recommended Organizational and Stalfing Improvements to meet Service Level Expectations. WASHINGTON COUNTY, OR: CODE COMPLIANCE ASSESSMENT • Served as lead analyst on Solid Waste and Recycling Code Compliance activities. • Recommended process improvements between internal County departments regarding Code Compliance activities. ROLE ON THIS ENGAGEMENT: Chas will serve as a senior analyst on this engagement. RELEVANT CLIENTS: CA Bellflower CA Brentwood CA Long Beach CA Moreno Valley CA Port of LA CA SDCWA CA Stockton CA Vacaville CO Fort Collins FL Bradenton FL Miami Beach FL Seminole Tribe FL St. Johns Co. FL St. Petersburg MA Lowell MO Jefferson City MO Lees Summit OH Cincinnati OR Washington Co. SC Columbia TX Addison VT Burlington WY Laramie YEARS OF EXPERIENCE: 18 EDUCATION: BA, Political Science and public Administration, and MPA, University of North Florida PROFESSIONAL ASSOCIATIONS: American Public Works Association (APWA) Solid Waste Association of North America (SWANA) National Recreation and Parks Association CHAS JORDAN, MPA, FMP, PWE, ENV SP Manager Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 9 BIOGRAPHY: Allyson Brekke focuses on the Community Development Services practice area, with specialty knowledge in Town and Gown Relations, Historic Preservation, Economic Development, Cultural Resources, and Strategic Planning. Prior to joining the ffrm, Allyson served as Deputy Planning Director for Gallatin County, Montana and Director of Community and Economic Development for Port Angeles, Washington where she worked closely with the City Council to create and update the City’s two-year strategic plan which was adopted successfully. Her experience includes: • Strategic planning, capital plan updates, budget/work plan development, development review elficiencies and analysis. • Long-range planning efforts for environmental protection, comprehensive plans and housing needs. • Organization and operation development and coordination of intergovernmental policies, programs, and operations. • Community outreach facilitation and neighborhood planning. EXPERIENCE HIGHLIGHTS: REDONDO BEACH, CA: EVALUATION OF THE COMMUNITY DEVELOPMENT DEPARTMENT Allyson served as the senior analyst on this evaluation of the City’s Community Development Department. This study focused on creating a more predictable entitlement and permitting processes, aligning stalfing resources and workload, transitioning to new development review software, and transitioning to online application submittal and digital plan review. PORT ANGELES, WA: Allyson planned, directed, and administered a comprehensive department program for all City of Port Angeles planning, zoning, building, code enforcement and cultural resources functions. During her tenure she improved processes and implemented new technology resources. RELEVANT CLIENTS: CA El Monte CA Escondido CA Piedmont CA Redondo Beach IL Champaign MA Boston MI Royal Oak MO Jefferson City NC Raleigh NJ Paterson SC Columbia TX Proposer VT Burlington YEARS OF EXPERIENCE: 21 EDUCATION: MCP, University of Pennsylvania, City Planning BA, University of Mary Washington, Historic Preservation PROFESSIONAL ASSOCIATIONS: American Institute of Certified Planners (AICP) Study Certificate in Town and Gown Relations Graduate of Northwest Women’s Leadership Academy ALLYSON BREKKE, AICP Manager Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 10 ROLE ON THIS ENGAGEMENT: Allyson will serve as a senior analyst on this engagement. BIOGRAPHY: Nelson is a motivated and resourceful Consultant at Matrix Consulting Group, bringing experience in data analysis, stakeholder engagement, and project management. Nelson earned his Master of Public Administration with a concentration in Human Resources from California State University, Fullerton, where he developed expertise in organizational management and public sector operations. He gained hands-on experience in emergency management and community engagement during his graduate studies. His work included supporting veteran students with tailored services and leading community outreach initiatives on emergency preparedness. These experiences built the foundation for his consulting role at the ffrm. EXPERIENCE HIGHLIGHTS: LA HABRA, CA: EMERGENCY MANAGEMENT While interning with the La Habra Police Department, Nelson spearheaded community outreach efforts by delivering presentations on emergency preparedness and managing a volunteer program of approximately 30 individuals. He demonstrated his organizational skills by adhering to strict budget guidelines to procure emergency kit supplies and ensuring cost- effective resource allocation. FULLERTON, CA: VETERAN SERVICES At Cal State Fullerton, Nelson supported the veteran student population by streamlining administrative processes and fostering engagement through workshops and events. His role focused on improving veterans' access to academic and career resources, ensuring elficient service delivery, and strengthening the campus community. ROLE ON THIS ENGAGEMENT: Nelson will serve as an analyst on this engagement. EDUCATION: BA, Criminal Justice, California State University, Fullerton MPA, Public Administration (Human Resources), California State University, Fullerton NELSON REYES Consultant Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 11 Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 12 This section of the proposal provides an overview of our approach to providing consulting services, a proposed task plan for this study, and a proposed project timeline. APPROACH Our philosophy in providing consulting services is to provide a customized approach to address our clients’ unique issues and needs in a fact-based manner utilizing our proven methodologies and analytical approaches, as summarized in the following graphic: Our place in the government consulting industry is based on our experience and analytical and inclusive approaches. TASK PLAN The following task plan summarizes the proposed approach to providing services to the City on this engagement. This scope of work covers the functions performed by the Real Estate Division. TASK 1: PROJECT INITIATION In this task, the project team will meet with the project steering committee in a scheduled kick-off meeting to review the objectives of the project and the expectations set out in this proposal and to A principal of the firm is involved in every aspect of each study. For this engagement, Aaron Baggarly, AICP, will serve in this role. We approach our projects by gaining a firm grounding in formal and fact-based analytical methodologies. Our projects are characterized by extensive input and interaction between the consultants and our clients’ staff, management, and policy makers. This study will also include engagement with past customers and other identified key players. We recognize that successfully serving clients requires more than simply providing the right answers. We provide our clients with practical solutions for implementing change. We engage regularly with our clients to ensure that the project remains on time, the schedule is maintained, and we are accessible when needed. STRATEGIC APPROACH AND TIMELINE Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 13 ffnalize a project management plan for use going forward in the project. This project management plan will include: • The assessment’s primary objectives and scope. • The approved project budget. • The project schedule. • Contact information for the City’s project steering committee, points of contact, and Matrix project team members and their roles. • Interim deliverables and expectations for review. • Informational gathering techniques to be utilized. This project management plan will then guide and direct the remainder of the project’s tasks between the project team and the project steering committee. TASK 2: CURRENT STATE PROFILE To fully provide services to the City, we must quickly understand the key issues impacting and shaping the community's service requirements and the current organizational structures, stalfing allocations, and service delivery approaches. To accomplish this, the project team will interview the top executives, division managers, and selected line staff to understand the Division's overall operations and the individual organizational units. We will also develop an employee survey to allow all staff to provide input at project initiation. We will accomplish the following illustrative steps: • Meet with the project steering committee to discuss project initiation and deffne speciffc tasks and approaches. • Interview the director, representative managers, and front-line staff to develop an understanding of the scope of the programs and services. • Examine the available information, such as mission statements, budgets, workload data, goals and objectives, job descriptions, work rules, personnel policies, and other documents that offer insight into service delivery methods, regulatory limitations, and operational practices. • Gain insight into stalfing and roles for each function by conducting interviews and collecting data. Record trends in stalfing and pinpoint any gaps in essential service areas. TASK RESULT Initial meetings to conffrm the project’s scope and schedule. We will ffnalize the project management plan, incorporating project objectives and parameters. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 14 • Document the historical and current workloads, costs, service levels, and key performance indicators. • Understand the major business processes used to plan, schedule, monitor, and provide services. If existing process diagrams exist, they will be reviewed. Process diagrams will be developed where needed to highlight the procedures utilized for key processes such as procurement, ffnancial transactions, maintenance request processing, etc. • Document the key software and technology used and gain insight into the current utilization levels. • Review prior studies, if any, to understand prior analytical efforts and identify gaps in the level of service, benchmarking, and operational practices from our analysis. • It is crucial for the project team to gather input from all employees regarding current operational and organizational issues. Conducting an anonymous survey would allow all employees to offer anonymous feedback on this engagement on key issues facing the Division. We will develop a current state proffle of the Real Estate Division based on these efforts and review it with the project steering committee to ensure that our baseline understanding of the existing organization reifects the existing state. TASK 3: CONDUCT A DIAGNOSTIC ASSESSMENT OF THE REAL ESTATE DIVISION The project team will develop a diagnostic assessment of the Division through two approaches – comparing it to ‘best practices’ and to other agencies’ approaches. • The project team will develop a detailed list of ‘best practices’ for a diagnostic appraisal of operational practices, technology, stalfing, and service delivery. This diagnostic appraisal will also utilize recognized industry standards, where available, to evaluate current stalfing allocations based on service levels and operational practices suitable for the community. This effort will establish the initial benchmarks for services and stalfing according to national standards. • We will also compare the Division’s organizational structure, stalfing levels, and services to those of ffve comparable agencies. The comparative survey will offer insight into how the Division compares to other agencies in Texas (the region or similar-sized organizations) and pinpoint areas for further exploration regarding potential adjustments in service levels, organizational structure, or operational practices to improve the elficiency, effectiveness, or competitiveness of service delivery and stalfing utilization. TASK RESULT Current state proffle of operational, organizational, and stalfing allocations for the Real Estate Division. This task will also provide the ffndings from the anonymous employee survey on key issues from their perspectives. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 15 These two approaches can provide insights for the Division based on idealized operations and in comparison to ‘peer’ agencies. TASK 4: ORGANIZATIONAL, OPERATIONAL, AND STAFFING ASSESSMENT This task analyzes opportunities for improving the Division’s organizational structure, management, operations, and stalfing. In this analysis, we will conduct additional outreach, as appropriate, to incorporate input from staff and external stakeholders regarding service provision. This task will include such approaches and methodologies as the following: A) EVALUATE THE ORGANIZATIONAL STRUCTURE OF THE REAL ESTATE DIVISION We will evaluate organizational structure regarding gaps or overlaps in function, spans of control, and appropriate organizational location. • Is the organization "tiered" or "ifat" in management stalfing? • Are functions placed too high or too low in terms of their importance? • Are services/functions appropriately located in the organization? • Are there any overlapping or duplicated functions? • Do supervisor approaches and spans of control provide adequate accountability? Based on this review and analysis, we will develop a recommended organizational structure for the Division. B) EVALUATE TECHNOLOGY The project team will evaluate technology usage to ensure that the appropriate technology is in place to support service delivery and that existing technology is being effectively and fully utilized. As part of this task, the project team will also review the issues identiffed in the employee and comparative surveys to determine if further operational changes should be implemented in the Division to improve service elficiency or effectiveness. C) EVALUATION OF THE ADEQUACY OF MAJOR WORK PRACTICES The analysis will focus on identifying opportunities to streamline work practices to increase utilization levels and/or reduce stalfing requirements and alternatives available through alternative scheduling practices. Through the analysis of major work practices, the consulting team will determine: TASK RESULT Summary report of the best practices assessment and comparative survey results. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 16 • Opportunities to implement alternative approaches to utilize staff. • Evaluate whether services should be provided internally or through contracted services. This analysis will review and make recommendations on whether the current use of contracted services is appropriate, whether the City should be utilizing outside contract services differently, and/or whether a portion or all of some services/functions should be done internally. Areas to be reviewed would include, but not be limited to, appraisals, initial offer letters, etc. • Opportunities to modify internal processes to increase elficiency. • Modiffcations to operating practices to improve service delivery. During this task, the project team will also analyze issues identiffed in the employee survey, best practices assessment, and comparative survey to determine whether other operational changes should be implemented in the Division to increase the elficiency or effectiveness of service provision and staff utilization. Where needed, the project team will develop new processes and provide “to be” process diagrams showing recommended processes and outlining the elficiency gains to be achieved if implemented. D) DEVELOP FUTURE SERVICE LEVEL AND STAFFING RECOMMENDATIONS. This analytical effort will develop a stalfing allocation for the Division based on current and projected service levels, workload, and recommended processes. It will also include a review of each position. Stalfing metrics will evaluate future stalfing modiffcations based on “trigger points,” service requirements, or workload increases. In all cases, stalfing recommendations will align with speciffc service levels to make policy decisions regarding service levels and the stalfing needed for successful implementation. E) ANALYZE THE EFFECTIVENESS OF MANAGING OPERATIONS. The Division’s operations require effective management to ensure staff are appropriately scheduled, deployed, utilized, and held accountable for performance. The project team will evaluate this in terms of the following: • How do managers plan, schedule, and control the work to be done? • Do managers have accurate and timely measures of performance? • How are goals, objectives, and service level targets developed? • How is customer service deffned, promoted, and supported? • What are the key internal and external factors impacting the ability to provide elficient and effective services? • What efforts or practices need to be implemented to reduce, address, or enhance identiffed issues with turnover, retention, or skillsets? Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 17 • How are succession planning and institutional knowledge being managed? In this task, the project team will also review the adequacy of administrative processes and develop recommendations to enhance performance and internal controls. We will assess the City’s current goals and objectives and offer suggestions for adjustments to improve their effectiveness in providing guidance operations. F) PERFORMANCE MEASURES The project team will develop a set of recommended performance measures to enable the Division to effectively monitor ongoing performance and ensure services are provided at the desired levels. The performance measures will be developed based on best practices and the Division's operational approaches. TASK 5: PROVIDE A FINAL REPORT AND IMPLEMENTATION PLAN After completing the assessment, we will prepare a detailed report summarizing the results of each previously described work task. This report will include: • An Executive Summary. • A description of the study methodology. • Detailed evaluation of services and service levels. • Recommended organizational structure for the Division. • Stalfing allocations, operational improvements, and necessary technology changes to provide high- performance and quality services. For all recommendations, we will provide a suggested timeframe for implementation along with estimated costs or cost savings to be achieved. The implementation plan outlined in the executive summary can be used to assess the organization’s progress toward implementation and establish a framework for maintaining the benchmarks, service levels, and stalfing requirements in the future. The plan will clearly identify the lead for each recommendation and the suggested time frame. TASK RESULT Preliminary operational and organizational analysis, ffndings, and recommendations to identify operational, organizational, and stalfing needs. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 18 The internal review team will examine the draft analysis. Once this review is complete, the project team will consider all feedback, make edits to ffnalize the report, and then present the completed report to the project steering committee. PROJECT SCHEDULE AND TIMELINE The following chart provides a monthly outline of the proposed schedule for completing the project over an approximately six-month period: Task Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Project Initiation Current State Profile Diagnostic Assessment Preliminary Analysis Report and Implementation Plan While we have the ifexibility to conduct this engagement over a shorter or longer period, if needed by the Division, we believe this is the most effective schedule. We can begin work within two (2) weeks of a notice to proceed. TASK RESULT Draft and ffnal report and implementation plan together with all technical documents developed during the study process. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 PROPOSAL TO CONDUCT A MANAGEMENT AND OPERATIONAL ASSESSMENT OF THE REAL ESTATE DIVISION MATRIX CONSULTING GROUP 19 The following table provides the proposed project budget. Task Project Manager Senior Analyst Analyst Total Hours Project Initiation 8 4 0 12 Current State Proflle 8 20 24 52 Diagnostic Assessment 16 16 24 56 Preliminary Analysis 24 40 24 88 Report and Implementation Plan 16 24 16 56 Total Hours 72 104 88 252 Hourly Rate $240 $175 $130 Total Professional Fees $17,280 $18,200 $11,440 $46,920 Project Expenses $2,580 Total Project Cost $49,500 This cost is all-inclusive and is a ffxed fee for any possible costs. Expected expenses are estimated costs incurred by our proposed project team when conducting on-site analyses, interviews, and presentations. Our typical practice is to bill for hours worked monthly up to the contract amount. Should additional services be required, they will be billed at the hourly rates noted. PROJECT PROPOSED BUDGET Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 14 of 16 Exhibit B INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon c o n t r a c t a w a r d , a l l i n s u r a n c e r e q u i r e m e n t s shall become contractual obligations, which the successful contractor 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 contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract 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 proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/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- or better. • Any deductibles or self-insured retentions shall be declared in the 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: AC20FEBA-669A-45E7-A565-ED789B9B50A3 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 15 of 16 o Name as Additional Insured the City of Denton, its Officials, Agents, Employees, and volunteers. o 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. o 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 or materially changed 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 specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: A. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors, and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 City of Denton, Texas Contract 8846 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 16 of 16 B. PROFESSIONAL LIABILITY INSURANCE If CONTRACTOR is a licensed or certified person who renders professional services, then Professional Liability Insurance to provide coverage against any claim which the CONTRACTOR becomes legally obligated to pay as damages arising out of the performance of professional services caused by any negligent error, omission or act with minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual aggregate. SUBCONTRACTING LIABILITY (1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2) CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Docusign Envelope ID: AC20FEBA-669A-45E7-A565-ED789B9B50A3 Matrix Consulting Group, Ld. n/a 4/23/2025 X Certificate Of Completion Envelope Id: AC20FEBA-669A-45E7-A565-ED789B9B50A3 Status: Completed Subject: ***Purchasing Approval*** 8846 City of Denton Real Estate Operational Assessment Source Envelope: Document Pages: 39 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 4/21/2025 10:08:31 AM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 4/21/2025 10:25:00 AM Viewed: 4/21/2025 10:25:09 AM Signed: 4/21/2025 10:25:33 AM 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: 198.49.140.10 Sent: 4/21/2025 10:25:35 AM Viewed: 4/21/2025 11:19:51 AM Signed: 4/21/2025 11:21:04 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.38.247.221 Signed using mobile Sent: 4/21/2025 11:21:05 AM Viewed: 4/22/2025 8:16:16 PM Signed: 4/22/2025 8:19:16 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Alan Pennington apennington@matrixcg.net President Matrix Consulting Group, Ld. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 96.35.18.179 Sent: 4/22/2025 8:19:19 PM Viewed: 4/23/2025 7:05:12 AM Signed: 4/23/2025 7:11:28 AM Electronic Record and Signature Disclosure: Accepted: 4/23/2025 7:05:12 AM ID: 1088e72b-4d07-47da-9461-82341514ed67 Signer Events Signature Timestamp Scott McDonald Scott.mcdonald@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 4/23/2025 7:11:32 AM Viewed: 4/23/2025 7:33:20 AM Signed: 4/23/2025 7:34:19 AM Electronic Record and Signature Disclosure: Accepted: 4/23/2025 7:33:20 AM ID: 64b4d3e3-afb7-47b7-bc3b-0d73f10e2b7b Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 4/23/2025 7:34:22 AM Viewed: 4/23/2025 7:52:17 AM Signed: 4/23/2025 7:52:23 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 4/23/2025 7:52:27 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Charlie Rosendahl Charlie.rosendahl@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 4/23/2025 7:52:28 AM Electronic Record and Signature Disclosure: Accepted: 1/21/2025 11:05:46 AM ID: 1356d426-3998-4ef1-9268-36b9a25f220c Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/21/2025 10:25:00 AM Certified Delivered Security Checked 4/23/2025 7:52:17 AM Signing Complete Security Checked 4/23/2025 7:52:23 AM Completed Security Checked 4/23/2025 7:52:28 AM 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. 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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. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Alan Pennington, Scott McDonald, Charlie Rosendahl 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.. 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