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7125- Preparation and Facilitation of City Council Retreat- Accenture- Final Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE 7125 Jody Word Not Applicable Preparation and Facilitation of City Council Retreat FILE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 22 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7125 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 Accenture LLP, with its corporate office at 161 North Clark Street Chicago, IL 60601 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, preparation and facilitation of city council retreat, 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: 55B1DB65-224F-40C0-BF19-909D0DD46FDE 7/26/2019 City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 22 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 B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Visits to the site in excess of the number of trips included in Exhibit A. C. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. 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. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 22 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 $24,800. 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. 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. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 22 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 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 AND LIMITATION OF LIABILITY THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL THIRD PARTY 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, FOR 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 CAUSED BY CONSULTANT’S EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. EXCEPT FOR EACH PARTY’S OBLIGATION OF INDEMNIFICATION SET OUT IN THIS ARTICLE AND FOR BREACH OF THE OBLIGATIONS RELATING TO CONFIDENTIAL INFORMATION (OTHER THAN A BREACH IN RESPECT OF PERSONAL DATA), THE SOLE LIABILITY OF EITHER PARTY TO THE OTHER IN RELATION TO ANY AND ALL CLAIMS IN ANY MANNER RELATED TO THE DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 22 AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT, BY STATUTE OR OTHERWISE) WILL BE FOR DIRECT DAMAGES, NOT TO EXCEED IN THE AGGREGATE AN AMOUNT EQUAL TO THE TOTAL FEES PAID OR PAYABLE TO ACCENTURE UNDER THE APPLICABLE SOW (OR IF THE TERM OF THE SOW IS 12 MONTHS OR LONGER, THE LIABILITY OF EACH PARTY WILL BE LIMITED IN THE AGGREGATE TO THE FEES RECEIVED UNDER THE APPLICABLE SOW DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM OR, IN RESPECT OF ANY SUCH EVENT OCCURRING DURING THE FIRST 12 MONTHS OF THE SOW, THE FEES PAYABLE UNDER THE APPLICABLE SOW DURING THE FIRST 12 MONTHS). IN NO EVENT WILL EITHER PARTY BE LIABLE (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT, BY STATUTE OR OTHERWISE) FOR ANY: (I) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR (II) LOSS OF PROFITS, BUSINESS, OPPORTUNITY OR ANTICIPATED SAVINGS (WHETHER DIRECTLY OR INDIRECTLY ARISING). NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY TO THE OTHER WHICH CANNOT LAWFULLY BE EXCLUDED OR LIMITED. 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: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 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 three (3) days’ mailing: To CONSULTANT: To OWNER: Accenture, LLP City of Denton Robert Cohan, Managing Director Purchasing Manager- File 7125 161 North Clark Street 901B Texas Street Chicago, IL 60601 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: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 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. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 8 of 22 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 Exhibit B – Compensation Rate Sheet Exhibit C – City of Denton’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 authorized. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 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. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 10 of 22 Client will provide 14 days’ prior written notice of any audit; ensure that the audit is conducted during normal business hours and in a manner that will result in minimal disruption to Accenture’s business, procure that the auditor is not a competitor of Accenture and executes a confidentiality agreement with Accenture prior to the audit. Client will not be entitled to (i) data or information of other customers or clients of Accenture; (ii) any cost information unless such is the basis of a billable expense; (iii) Accenture's quality assurance reviews, contract management reports, and security functions; (iv) audit third parties except to the extent Accenture has the right to grant such right; (v) any access or testing of shared service infrastructure or environments or (vi) any other Confidential Information of Accenture that is not directly relevant for the authorized purposes of the audit. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 11 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______________________. CITY OF DENTON, TEXAS “OWNER” __________________________________ JODY WORD, SENIOR BUYER JENNIFER WALTERS, CITY SECRETARY BY:______________________________ ACCENTURE, LLP “CONSULTANT” ___________________________________ BY: ROBERT COHAN, ITS: MANAGING DIRECTOR 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: 55B1DB65-224F-40C0-BF19-909D0DD46FDE Sara Hensley Sara Hensley CMO 7/26/2019 City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 12 of 22 Exhibit A Consultant’s Scope of Services Offer and Project Schedule PREPARATION AND FACILITATION OF CITY COUNCIL RETREAT This Statement of Work (“SOW”) is entered into by and between Accenture LLP (“Accenture”) and the City of Denton (“Client” or the “City”) as of July 25, 2019 (the “Effective Date”). This SOW is subject to the terms and conditions of the Professional Services Agreement for Consulting Services entered into by the City of Denton and Accenture LLP on ___________. All capitalized terms used in this SOW have the meanings defined in this document or the Agreement. In the event of an inconsistency between this SOW and the Agreement, this SOW shall govern. Background and Purpose The City of Denton developed a 2017-18 strategic plan that outlines five Key Focus Areas (Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable & Family-Friendly Community; Sustainable and Environmental Stewardship). For each of these KFAs, the City has identified strategic initiatives to advance these outcomes and performance measures to measure and report on the City’s progress in those areas. In addition, at its August 2018 retreat, the City Council developed a list of eight priorities for the coming year. The City Manager and other staff periodically provide updates to the Council regarding progress on those initiatives – most recently in April 2019. As the City approaches the start of a new fiscal year in October, its leadership (City Manager and City Council) is seeking to develop a consensus around 1) what the priorities will be for the 2019-20 fiscal year and 2) how the Council and staff can work more collaboratively and efficiently to ensure that City Council members have the appropriate level of timely information to make decisions while also providing staff with the time necessary to focus on managing the overall organization and ensuring effective delivery of services. These two topics will be the focus of the City Council’s August 17, 2019 retreat, and the City is contracting with Accenture to prepare for and facilitate that retreat. Scope of Services Accenture will undertake the following activities to prepare for the retreat.  Accenture will conduct one-on-one interviews with the City officials who are expected to participate at the retreat, which will consist of the Mayor, City Council members, and members of the city’s Executive Leadership Team. The focus of these interviews will be to obtain the participants’ perspective on what should be the City’s priorities for the coming year and their views on the effectiveness of Council-staff interactions.  Accenture will also conduct group interviews with the City’s department directors. There will be a maximum of two such sessions; department directors will be invited to attend one of them. The focus of these interviews will be learning what the directors feel should be the priorities for the City in the coming year as well as how Council-staff relations can be improved. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE 7/26/2019 City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 13 of 22  Accenture will review the City’s strategic plan, staff updates to City Council on key priorities and initiatives, and other key documents and reports related to Council-staff interactions.  Based on what is learned through the above data gathering, Accenture will develop a detailed agenda for the August 17 retreat as well as a summary of key themes that emerged from the interviews and document review. Nothing contained in the summary will identify individual Council or staff member responses. The agenda and summary document will be submitted to the City Manager for review and feedback so that it can be finalized and distributed to the retreat participants at least 5 working days prior to the retreat. Accenture will provide two facilitators for the day-long August 17 retreat, which will include a combination of full-group discussions, short presentations by Accenture, and potentially small- group activities. Any small-group activities will be organized and facilitated in a manner that is compliant with relevant open-meeting laws and regulations. The Accenture facilitators will be responsible for introducing and using consensus-driven facilitation techniques and visibly capturing key points made by participants during the discussions and activities. It is not expected that the Council will take any formal votes during the retreat. The end result of the workshop will be an identification of where consensus exists among the Mayor and City Council members regarding the City’s priorities for the coming year as well as an agreement among City Council and the City Manager regarding how to make Council-staff communications and interactions more effective and sustainable in pursuit of advancing those priorities and other goals of the Strategic Plan. Accenture will create written summaries of these agreements and submit them to the City Manager within five working days following the retreat for his review and feedback. Deliverables Accenture will produce the following deliverables (“Deliverables”) as fulfillment of this Statement of Work.  Retreat Agenda: A written outline describing the different components/activities of the retreat, the purpose and objective of each of those components, and the expected amount of time to be spent on them during the retreat.  Pre-Retreat Summary: A PowerPoint presentation of the themes collected during the interviews and document review. No individual’s comments or perspectives will be identified in the summary document.  Post-Retreat Report: A PowerPoint presentation and/or Word document that documents the work completed at the retreat and outlines any consensus agreements. For all of the above, the City will have five working days from receipt of the deliverable to review it and provide written feedback indicating whether it is accepted based on its material conformance to such Deliverable description set forth above or if any changes that must be made to it. If no such written feedback is received within five working days, the Deliverable will be considered accepted. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 14 of 22 Unless otherwise agreed to in writing by the parties, the above describes Accenture’s complete scope of Services. Assumptions In addition to any other responsibilities or assumption described in this SOW, set forth below is a list of the obligations for which Client will be responsible, conditions on Accenture’s performance, and assumptions upon which Accenture relies in agreeing to perform the Services described in this SOW on the terms set out herein (collectively “Client’s Obligations”). If any of Client’s Obligations are not performed or prove to be incorrect, it may cause changes to the Project schedule, fees and expenses, Deliverables, level of effort required, or otherwise impact Accenture’s performance of the Services described in this SOW, and Accenture shall have no liability with respect to its inability to perform the Services resulting therefrom. Client shall grant to Accenture such additional time as is reasonable to provide the Services and/or the relevant Deliverables, as the case maybe, and shall pay to Accenture any additional fees necessary to compensate Accenture for any necessary additional effort or expenses. 1. Client shall set overall direction for the project team, make choices on direction, options and priorities, and take ownership for the outcomes. 2. Client will commit the necessary resources and management involvement to support the project. 3. Client shall be responsible for its operation and use of the Deliverables and for determining whether to use or refrain from using any recommendation that may be made by Accenture. Client will be solely responsible for determining whether any Services provided by Accenture (i) meet Client’s requirements; (ii) comply with all laws and regulations applicable to Client; and (iii) comply with Client’s applicable internal guidelines and any other agreements it has with third parties. 4. Client shall not provide Accenture with, and Accenture will not have access to Personal Data under this SOW. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 15 of 22 Exhibit B Consultant’s Compensation Rate Sheet Project Timeline Based on initial conversations with the City Manager’s office, below is the anticipated timeline for this project. July 8-31 Accenture reviews Strategic Plan and other relevant City documents and reports July 15-16 Accenture conducts on-site interviews with City Council members and staff By July 31 Accenture provides proposed Retreat Agenda and Pre-Retreat Summary to City Manager for review and feedback By August 6 City Manager provides written feedback on recommended changes to Agenda and Pre-Retreat Summary By August 9 Accenture provides final Agenda and Pre-Retreat Summary for City Manager to distribute to retreat participants August 17 Accenture facilitates day-long City Council retreat By August 23 Accenture provides Post-Retreat Report to City Manager for review and feedback Price The fixed-fee price for fulfilling this Statement of Work is $24,800 – to be paid upon completion of all deliverables identified above and acceptance by the City as described above. All travel- related expenses are included in the price. In witness whereof, the parties have caused a duly authorized representative to execute this SOW as of the date set forth above. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 16 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.  Liability policies shall be endorsed to provide the following:  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. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 17 of 22  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 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:  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. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 18 of 22  Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for:  any auto, or  all owned, hired and non-owned autos. [ ] Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 19 of 22 [ ] 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: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 20 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: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 21 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; DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE City of Denton, Texas Contract 7125 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 22 of 22 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7) Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE Certificate Of Completion Envelope Id: 55B1DB65224F40C0BF19909D0DD46FDE Status: Completed Subject: ***Purchasing Approval*** 7125 - Preparation and Facilitation of City Council Retreat Source Envelope: Document Pages: 23 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Jody Word AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 7/25/2019 10:30:47 AM Holder: Jody Word jody.word@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Jody Word jody.word@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 7/25/2019 10:48:41 AM Viewed: 7/25/2019 10:48:47 AM Signed: 7/25/2019 10:49:57 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley Sara.Hensley@cityofdenton.com Sara Hensley Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 7/25/2019 10:49:58 AM Viewed: 7/25/2019 10:50:58 AM Signed: 7/25/2019 10:51:28 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2019 10:50:58 AM ID: 58059808-9a60-4249-9ec5-a72b6d0dd410 Robert Cohan robert.cohan@accenture.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 72.177.110.229 Sent: 7/25/2019 10:51:30 AM Resent: 7/25/2019 11:41:24 AM Resent: 7/25/2019 12:20:11 PM Resent: 7/26/2019 6:09:38 AM Viewed: 7/25/2019 1:30:02 PM Signed: 7/26/2019 7:38:45 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2019 1:30:02 PM ID: 24ae310b-e0b5-42fa-b68a-3aa560282d62 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 Jody Word jody.word@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Sent: 7/26/2019 7:38:46 AM Resent: 7/26/2019 7:38:49 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kelly Smith Kelly.smith@cityofdenton.com Assistant Buyer City of Denton Security Level: Email, Account Authentication (None) Sent: 7/26/2019 7:38:47 AM Viewed: 7/30/2019 8:58:03 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cassandra Ogden Cassandra.Ogden@cityofdenton.com Director of Procurement and Compliance City of Denton Security Level: Email, Account Authentication (None) Sent: 7/26/2019 7:38:48 AM 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 7/26/2019 7:38:48 AM Certified Delivered Security Checked 7/26/2019 7:38:48 AM Signing Complete Security Checked 7/26/2019 7:38:48 AM Completed Security Checked 7/26/2019 7:38:48 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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