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7389 - Contract Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration                   City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 1 of 16 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7389 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on _______________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Plante & Moran, PLLC, with its corporate office at 10 South Riverside Plaza 9th Floor Chicago, IL 60606, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, a Process Improvement Study related to Capital Projects processes, as described in Exhibit A, which is attached hereto and made a part hereof (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit A as if written word for word herein.          City of Denton, Texas Contract 7389 Revised Date: 9/11/18 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 [INTENTIONALLY OMITTED] ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit A. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit A which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $45,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 3 of 16 not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. C. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. OWNER agrees that in the event that work is suspended, for non-payment or other reasons, PM shall not be liable for any damages that occur as a result of PM ceasing to render services. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. D. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) and intended for delivery to OWNER pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 4 of 16 be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. During the course of this engagement, CONSULTANT and CONSULTANT’S staff may have access to proprietary information of OWNER, including, but not limited to, information regarding trade secrets, business methods, plans, or projects. CONSULTANT acknowledges that such information, regardless of its form, is confidential and proprietary to OWNER, and CONSULTANT will not use such information for any purpose other than CONSULTANT’S consulting engagement or disclose such information to any other person or entity without the prior written consent of OWNER. In the interest of facilitating CONSULTANT’S services to OWNER, CONSULTANT may communicate or exchange data by internet, e-mail, facsimile transmission or other electronic methods. While CONSULTANT will use its best efforts to keep such communications and transmissions secure in accordance with CONSULTANT’S obligations under applicable laws and professional standards, OWNER recognizes and accepts that CONSULTANT has no control over the unauthorized interception of these communications or transmissions once they have been sent, and consents to CONSULTANT’S use of these electronic devices during this engagement. Professional standards require that the CONSULTANT create and retain certain workpapers for engagements of this nature. All workpapers created in the course of this engagement are and shall remain the property of the CONSULTANT. The CONSULTANT will maintain the confidentiality of all such workpapers as long as they remain in the CONSULTANT’S possession. Both OWNER and CONSULTANT acknowledge, however, that CONSULTANT may be required to make CONSULTANT’S workpapers available to regulatory authorities or by court order or subpoena in a legal, administrative, arbitration, or similar proceeding in which CONSULTANT is not a party. Disclosure of confidential information in accordance with requirements of regulatory authorities or pursuant to court order or subpoena shall not constitute a breach of the provisions of this agreement. In the event that a request for any confidential information or workpapers covered by this agreement is made by regulatory authorities or pursuant to a court order or subpoena, CONSULTANT agrees to inform OWNER in a timely manner of such request and to cooperate with OWNER should OWNER attempt, at OWNER’s cost, to limit such access. This provision will survive the termination of this agreement. CONSULTANT reserves the right to destroy, and it is understood that CONSULTANT will destroy, workpapers created in the course of this engagement in accordance with CONSULTANT’S record retention and destruction policies, which are designed to meet all relevant regulatory requirements for retention of workpapers. CONSULTANT has no obligation to maintain workpapers other than for its own purposes or to meet those regulatory requirements. Upon OWNER’S written request, CONSULTANT may, at its sole discretion, allow others to view any workpapers remaining in its possession if there is a specific business purpose for such a review. CONSULTANT will evaluate each written request independently. OWNER         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 5 of 16 acknowledges and agrees that CONSULTANT will have no obligation to provide such access or to provide copies of CONSULTANT’S workpapers, without regard to whether access had been granted with respect to any prior requests. ARTICLE VIII INDEMNITY AGREEMENT As a condition of CONSULTANT’s willingness to perform the services provided for in the engagement letter, and only to the extent authorized by law, OWNER agrees to defend, indemnify and hold CONSULTANT and the CONSULTANT Persons harmless against any claims by third parties for losses, claims, damages, or liabilities, to which CONSULTANT or the CONSULTANT Persons may become subject in connection with or related to the services performed in the engagement to the extent caused by the negligence or willful misconduct of the OWNER. Only to the extent authorized by law, this defense, indemnity and hold harmless obligation includes the obligation to reimburse CONSULTANT and/or the CONSULTANT Persons for any legal or other expenses incurred by CONSULTANT or the CONSULTANT Persons, as incurred, in connection with investigating or defending any such losses, claims, damages, or liabilities. THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 6 of 16 party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party or sooner if necessitated by professional standards. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. Except to the extent finally determined to have resulted from CONSULTANT’s gross negligence or willful misconduct, the liability of CONSULTANT and any of CONSULTANT’s officers, directors, partners, members, managers, employees, affiliated, parent or subsidiary entities, and approved allied third party service providers (collectively, “CONSULTANT Persons”) for any and all claims, losses, costs, and damages of any nature whatsoever so that the total aggregate liability of the CONSULTANT and/or the CONSULTANT Persons with respect to and arising out of the services provided hereunder shall not exceed the total fees paid to CONSULTANT for the services provided in connection with this engagement agreement. It is agreed that these limitations on CONSULTANT’s and the CONSULTANT Persons’ maximum liability are         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 7 of 16 reasonable in view of, among other things, the nature, scope, and limitations of the services CONSULTANT is to provide, and the fees CONSULTANT is to receive under this engagement. In no event shall the CONSULTANT or the CONSULTANT Persons be liable, whether a claim be in tort, contract, or otherwise, for any consequential, indirect, lost profit, punitive, exemplary, or other special damages. The exclusion of certain damages as set forth in this Section apply to any and all liabilities or causes of action against CONSULTANT and/or the CONSULTANT Persons, however alleged or arising, unless and to the extent otherwise prohibited by law. This provision shall survive the termination of this engagement. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Plante & Moran, PLLC City of Denton David Plomin Purchasing Manager –File 7389 10 South Riverside Plaza 9th Floor 901B Texas Street Chicago, IL 60606 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 8 of 16 The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement:         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 9 of 16 Exhibit A – Consultant’s Scope of Services Offer and Project Schedule Exhibit B – Consultant’s Insurance Requirements What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be David Plomin. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status.         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 10 of 16 ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach.         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 11 of 16 ARTICLE XXVI PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CITY OF DENTON, TEXAS “OWNER” __________________________________ PURCHASING AGENT PLANTE & MORAN, PLLC “CONSULTANT” __________________________________ BY: DAVID PLOMIN ITS: PARTNER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT                  Make the mark. City of Denton, TX | May 12, 2020 Capital Projects Process Improvement Plan Proposal Amended         City of Denton May 12, 2020 Mr. Todd Estes Director of Engineering 215 East McKinney Street Denton, TX 76201 Dear Todd: We are complimented by your selection of our firm to assist you. We are sending this letter and the accompanying Professional Services Agreement, which is hereby incorporated as part of this engagement letter, to confirm our understanding of the nature and limitations of the services we will provide and the terms of our engagement with the City of Denton. ("Denton") to provide these services. Our Understanding Denton is transforming their operations to become a more nimble and efficient organization. In the last few years, the Capital Projects department has a new leadership team that has kick-started project activities worth millions of dollars. As these projects have started, leadership recognizes the benefit of a broader understanding of the current end-to-end process and for developing a plan for how to make the process more efficient. In addition, leadership would appreciate the unbiased perspective of experienced consultants to advise the City on organizational structure and sufficiency of staffing. As Denton has a bias for action, they are looking for immediate help to develop and implement a structured, prioritized process improvement plan. Plante Moran has a proven methodology and the resources that will enable the City of Denton to address its project needs.         City of Denton Project Approach To develop a prioritized process improvement plan, Plante Moran will follow a multi- step approach: Step 1: Planning, Data Request and Initial Analysis To kick-off the project, the following activities will be performed: ƒ Plante Moran (PM) will issue a data request that will include process, project and organization information. Requested materials include: o Department budget, capital improvement plan/ project list, organizational chart, and position allocation list o Position descriptions o Existing process documentation and standard operating procedures o Previous analyses of the department, including internal audit reports o Key performance indicators and other workload and quality measures ƒ Upon receipt of the data, PM will perform an initial review of the information, identify items requiring clarification, and define potential opportunities for improvement and areas for on-site analysis and investigation. Denton and PM will identify key staff and stakeholders to interview/provide input to the PM team. ƒ Denton will schedule interviews. PM will provide tools for remote interviews through Microsoft Teams or other videoconferencing software. Step 2: Understand and Document the Current Process To understand the current process, PM will conduct interviews with key staff that perform parts of the process. ƒ Information captured in interviews will include: - Process steps - Hand-offs - Roles performing each step - Technology used - Issues associated with organization/ people, process, and technology - Opportunities for improvement ƒ The interviews will include a cross-functional team from within Capital Projects and across other City departments. It is estimated that 10-15 interview sessions will be conducted, either individually or in a group setting. ƒ PM will review data gathered and interview responses to identify any areas requiring further investigation. ƒ Once the current process is understood, it will be documented highlighting activities, roles, and systems.         City of Denton Project Approach continued Step 3: Develop the Future Process and Process Recommendations To develop the future process, PM will facilitate a working session with key Denton staff members to: ƒ Identify short- and long-term process recommendations ƒ Identify gaps and redundancies in organizational design and staffing ƒ Define a future state process map ƒ Estimate benefits for making change ƒ Determine implementation activities Step 4: Prioritize Actions and Create Implementation Roadmap Based on the working sessions, PM will work with Denton to create a structured, prioritized implementation roadmap designed to deliver benefits in 30, 60, and 90 day increments that will include: ƒActivities ƒ Resources ƒ Timing If appropriate, the roadmap will include long range recommendations, such as department reorganization, position restructuring, or technology acquisition. Project Timeline The project will be completed along the following timeline: Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Planning and Initial Analysis Understand the Current Process Develop the Future Process Create Implementaiton Roadmap Present Final Report         City of Denton Project Team Responsibilities The following table outlines the responsibilities for Denton and Plante Moran: Denton Plante Moran x Assign a project sponsor to provide direction, remove barriers, and champion the project x Ensure staff are available to participate in interviews, working and touchpoint meetings x Provide timely access to requested information x Review and approve all project documents x Coordinate all meeting logistics x Provide facilities and internet access as needed x Plante Moran will conduct project activities remotely using Microsoft Teams or other collaborative software x Provide project leadership and work closely with Denton team members to drive activities to completion x Lead the resolution of issues and solutions x Provide unbiased recommendations and solution alternatives x Provide Denton’s management team with periodic project updates x Create final deliverables x Transfer materials to Denton team members A Note on COVID-19 Plante Moran places the health and safety of Denton’s employees at the forefront of this project. We have temporarily transitioned to a remote work environment. Our proposal includes providing the services to Denton by using remote tools to collaborate with City employees. We have successfully been using this approach with our other clients. Understanding that the pandemic is an unpredictable event, we will revisit our project approach with the City over the course of the project and may transition to on-site activities if doing so is to the benefit of the City. Fee Summary Our fees to perform these services are billed at our standard hourly rates. We estimate the fees to be between $40,000 and $45,000 based on the following hourly rates: STAFF LEVEL HOURLY RATE Partner $400 - $475 Principal/Senior Manager $245 - $395 Manager $180 - $240 Senior Consultant $145 - $175 Consultant $115 - $135 Any travel and out- of-pocket costs we billed separately as they actually incur.         City of Denton City of Denton If we find that our time may exceed the estimated hours used for this fee range, we will notify you in advance to explain the reasons and obtain your approval before proceeding. If you are in agreement with our understanding of this engagement, as set forth in this letter and the accompanying Professional Services Agreement, please sign the enclosed copy of this letter and return it to us with the accompanying Professional Services Agreement. Thank you for the opportunity to serve you. PLANTE & MORAN, PLLC Dave Plomin, Partner Agreed and Accepted We accept this engagement letter and the accompanying Professional Services Agreement, which sets forth the entire agreement between Denton and Plante Moran, PLLC with respect to the services specified in the “Project Scope” section of this engagement letter. This agreement may be amended by written agreement between Plante Moran, PLLC and Denton. City of Denton ______________________________ _______________________________ Todd Estes Date Director of Engineering         Professional Services Agreement A-1 Professional Services Agreement – Consulting Services Addendum to Plante & Moran, PLLC Engagement Letter This Professional Services Agreement is part of the engagement letter for our consulting services dated May 12, 2020 between Plante & Moran, PLLC (referred to herein as “PM”) and the City of Denton (Denton). 1. Management Responsibilities – The consulting services PM will provide are inherently advisory in nature. PM has no responsibility for any management decisions or management functions in connection with its engagement to provide these services. Further, Denton acknowledges that Denton is responsible for all such management decisions and management functions; for evaluating the adequacy and results of the services PM will provide and accepting responsibility for the results of those services; and for establishing and maintaining internal controls, including monitoring ongoing activities, in connection with PM’s engagement. Denton has designated Todd Estes, to oversee the services PM will provide. 2. Nature of Services – PM’s analysis will be based on information and records provided to PM by Denton. PM will rely on such underlying information and records and the analysis will not include audit or verification of the information and records provided to PM in connection with the analysis. The analysis PM will perform will not constitute an examination or audit of any Denton financial statements or any other items, including Denton’s internal controls. This engagement also will not include preparation or review of any tax returns or consulting regarding tax matters. If Denton requires financial statements or other financial information for third-party use, or if Denton requires tax preparation or consulting services, a separate engagement letter will be required. Accordingly, Denton agrees not to associate or make reference to PM in connection with any financial statements or other financial information of Denton. In addition, PM’s engagement is not designed and cannot be relied upon to disclose errors, fraud or illegal acts that may exist. However, PM will inform you of any such matters that come to PM’s attention. 3. Use of Report – At the conclusion of PM’s analysis, PM will provide Denton with a written report as described in this engagement letter. PM’s report will be restricted solely to use by management of Denton and Denton agrees that PM’s report will not be distributed to any outside parties for any purpose other than to carry out legal responsibilities of Denton. PM will have no responsibility to update PM’s report for any events or circumstances that occur or become known subsequent to the date of that report. 4. Interactive Analyses and Visualizations – In instances where PM expressly agrees in the accompanying engagement letter to provide interactive analyses or visualization tools (collectively, “Electronic Documents”) to Denton, such Electronic Documents will be provided in a format determined to be acceptable to PM. Denton acknowledges and agrees that Denton’s ability to access such Electronic Documents requires software programs which PM does not develop, license, distribute, support, or sell, and Denton shall be solely responsible for the costs to obtain, use, or support any such required software. PM makes no representation or warranty with respect to such software or the continuing functionality of such software relative to the Electronic Documents and disclaims any and all express or implied warranties if any, associated with such software, its merchantability, and/or its fitness for any particular use by Denton. If and to the extent provided by PM, Electronic Documents are provided solely for the purpose of supporting the written report and are to be used only as expressly described in and authorized by the written report. PM disclaims any responsibility for any use of the Electronic Documents that is not expressly provided for in and authorized by the written report. Further, Denton acknowledges that Denton is solely responsible for evaluating the adequacy and accuracy of any results generated through the use of Electronic Documents. PM will have no responsibility to support or update the Electric Documents for any events or circumstances that occur or become known subsequent to the date of their corresponding written report. Denton acknowledges that PM may utilize proprietary works of authorship that have not been created specifically for Denton and were conceived, created, or developed prior to, or independent of, this engagement including, without limitation, computer programs, methodologies, algorithms, models, templates, software configurations, flowcharts, architecture designs, tools, specifications, drawings, sketches, models, samples, records, and documentation (collectively, “PM Intellectual Property”). Denton agrees and acknowledges that PM Intellectual Property is and shall remain solely and exclusively the property of PM. Upon payment for the engaged services, to the extent that PM incorporates PM Intellectual Property into the Electronic Documents (which PM shall do only as expressly provided for in the accompanying engagement letter), PM grants to Denton a limited royalty-free, nonexclusive, right and license to use such incorporated PM Intellectual Property for internal purposes only and in the original format. Denton agrees not to copy, publish,         Professional Services Agreement A-2 modify, disclose, distribute, decompile, reverse engineer, or create derivative works based on PM Intellectual Property. Notwithstanding the foregoing, in no event will PM be precluded from developing for itself or for others, works of authorship which are similar to those included in the written report. If and to the extent PM shares information obtained from third-party data sources with Denton, Denton agrees not to (i) disclose or redistribute any such third-party data to third parties without the express written consent of PM; or (ii) attempt to extract, manipulate, or copy any embedded or aggregated third-party data from the Electronic Documents for any purpose. 5. Confidentiality, Ownership and Retention of Workpapers – During the course of this engagement, PM and PM staff may have access to proprietary information of Denton, including, but not limited to, information regarding trade secrets, business methods, plans, or projects. PM acknowledges that such information, regardless of its form, is confidential and proprietary to Denton, and PM will not use such information for any purpose other than its consulting engagement or disclose such information to any other person or entity without the prior written consent of Denton. In the interest of facilitating PM’s services to Denton, PM may communicate or exchange data by internet, e-mail, facsimile transmission or other electronic methods. While PM will use its best efforts to keep such communications and transmissions secure in accordance with PM’s obligations under applicable laws and professional standards, Denton recognizes and accepts that PM has no control over the unauthorized interception of these communications or transmissions once they have been sent, and consents to PM’s use of these electronic devices during this engagement. Professional standards require that PM create and retain certain workpapers for engagements of this nature. All workpapers created in the course of this engagement are and shall remain the property of PM. PM will maintain the confidentiality of all such workpapers as long as they remain in PM’s possession. Both Denton and PM acknowledge, however, that PM may be required to make its workpapers available to regulatory authorities or by court order or subpoena in a legal, administrative, arbitration, or similar proceeding in which PM is not a party. Disclosure of confidential information in accordance with requirements of regulatory authorities or pursuant to court order or subpoena shall not constitute a breach of the provisions of this agreement. In the event that a request for any confidential information or workpapers covered by this agreement is made by regulatory authorities or pursuant to a court order or subpoena, PM agrees to inform Denton in a timely manner of such request and to cooperate with Denton should Denton attempt, at Denton’s cost, to limit such access. This provision will survive the termination of this agreement. PM’s efforts in complying with such requests will be deemed billable to Denton as a separate engagement. PM shall be entitled to compensation for its time and reasonable reimbursement of its expenses (including legal fees) in complying with the request. PM reserves the right to destroy, and it is understood that PM will destroy, workpapers created in the course of this engagement in accordance with PM’s record retention and destruction policies, which are designed to meet all relevant regulatory requirements for retention of workpapers. PM has no obligation to maintain workpapers other than for its own purposes or to meet those regulatory requirements. Upon Denton’s written request, PM may, at its sole discretion, allow others to view any workpapers remaining in its possession if there is a specific business purpose for such a review. PM will evaluate each written request independently. Denton acknowledges and agrees that PM will have no obligation to provide such access or to provide copies of PM’s workpapers, without regard to whether access had been granted with respect to any prior requests... 6. Consent to Disclosures to Service Providers – In some circumstances, PM may use third-party service providers to assist with an engagement. In those circumstances, PM will require any such third-party service provider to: (i) maintain the confidentiality of any information furnished; and (ii) not use any information for any purpose unrelated to assisting with PM’s services for Denton. In order to enable these service providers to assist PM in this capacity, Denton, by its duly authorized signature on the accompanying engagement letter, consents to PM’s disclosure of all or any portion of Denton’s information to such service providers to the extent such information is relevant to the services the third-party service provider may provide and agrees that PM’s disclosure of such information for such purposes shall not constitute a breach of the provisions of this agreement. Denton’s consent shall be continuing until the services provided for this engagement agreement are completed. 7. Third-Party Data – PM may reference third-party data sources in performing the services described in this engagement letter. Third-party data may include publicly-available data, commercially-available data licensed to PM, or information obtained from other sources. PM will use its judgment, discretion, best efforts and good faith in evaluating the use of third-party data sources, but does not warrant or guarantee the accuracy, completeness, or timeliness of any data obtained from third-party data sources and disclaims any liability arising out of or relating to the use of data from third-party data sources. Denton acknowledges that any commercially-available third-party         Professional Services Agreement A-3 data sources referenced by PM are licensed to PM and PM’s ability to share information obtained from commercially available third-party data sources is often restricted by the terms of use granted to PM by the licensor and, unless expressly set forth in the accompanying engagement letter, PM makes no representation or warranty that Denton will have access to data obtained from third-party data sources. If and to the extent PM shares information obtained from third-party data sources with Denton, Denton agrees not to disclose or redistribute any such third-party data to third parties without the express written consent of PM. This agreement does not convey to Denton a sublicense to any third-party data source unless expressly agreed to in writing and signed by a duly authorized representative of PM. However, nothing herein shall prevent Denton from directly contracting with or obtaining a license from any third-party data source if Denton determines, in its sole discretion, that any such direct contract or license to be in its best interest. 8. Fee Quotes – In any circumstance where PM has provided estimated fees, fixed fees or not-to-exceed fees (“Fee Quotes”), these Fee Quotes are based on Denton personnel providing PM staff the assistance necessary to satisfy Denton responsibilities under the scope of services. This assistance includes availability and cooperation of those Denton personnel relevant to PM’s analysis and providing needed information to PM in a timely and orderly manner. In the event that undisclosed or unforeseeable facts regarding these matters causes the actual work required for this engagement to vary from PM’s Fee Quotes, those Fee Quotes will be adjusted for the additional time PM incurs as a result. In any circumstance where PM’s work is rescheduled, PM offers no guarantee, express or implied, that PM will be able to meet any previously established deadline related to the completion of PM’s work. Because rescheduling its work imposes additional costs on PM, in any circumstance where PM has provided Fee Quotes, those Fee Quotes may be adjusted for additional time PM incurs as a result of rescheduling its work. PM will advise Denton in the event these circumstances occur, however it is acknowledged that the exact impact on the Fee Quote may not be determinable until the conclusion of the engagement. Such fee adjustments will be determined in accordance with the Fee Adjustments provision of this agreement. 9. Payment Terms – PM invoices for professional services are due upon receipt unless otherwise specified in this engagement letter. In the event any of PM’s invoices are not paid in accordance with the terms of this agreement, PM may elect, at PM’s sole discretion, to suspend work until PM receives payment in full for all amounts due or terminate this engagement. In the event that work is suspended, for nonpayment or other reasons, and subsequently resumed, PM offers no guarantee, express or implied, that PM will be able to meet any previously established deadlines related to the completion of PM’s consulting work or issuance of PM’s consulting report upon resumption of PM’s work. Denton agrees that in the event that work is suspended, for non-payment or other reasons, PM shall not be liable for any damages that occur as a result of PM ceasing to render services. 10. Fee Adjustments – Any fee adjustments for reasons described in this agreement will be determined based on the actual time expended by PM staff at the hourly rates stated in this agreement, plus related costs PM incurs, and included as an adjustment to PM’s invoices related to this engagement. Denton acknowledges and agrees that payment for all such fee adjustments will be made in accordance with the payment terms provided in this agreement. 11. Force Majeure – Neither party shall be deemed to be in breach of this engagement agreement as a result of any delays or non-performance directly or indirectly resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, acts of God, war or other violence, or epidemic (each individually a “Force Majeure Event”). Denton acknowledges and agrees that a Force Majeure Event shall not excuse any payment obligation relating to fees or costs incurred prior to any such Force Majeure Event. 12. Exclusion of Certain Damages – Except to the extent finally determined to have resulted from PM’s gross negligence or willful misconduct, Denton agrees to limit the liability of PM and any of PM’s officers, directors, partners, members, managers, employees, affiliated, parent or subsidiary entities, and approved allied third party service providers (collectively, “PM Persons”) for any and all claims, losses, costs, and damages of any nature whatsoever so that the total aggregate liability of the PM and/or the PM Persons to Denton shall not exceed the total fees paid by Denton to PM for the services provided in connection with this engagement agreement. Denton and PM agree that these limitations on PM’s and the PM Persons’ maximum liability are reasonable in view of, among other things, the scope of the services PM is to provide, Denton’s responsibility for the management functions associated with PM’s consulting services, and the fees PM is to receive under this engagement. In no event shall the PM or the PM Persons be liable to Denton, whether a claim be in tort, contract, or otherwise, for any consequential, indirect, lost profit, punitive, exemplary, or other special damages. PM and Denton agree that these limitations apply to any and all liabilities or causes of action against PM, however alleged or arising, unless to the extent otherwise prohibited by law. This provision shall survive the termination of this engagement. In the event this engagement agreement expressly identifies multiple phases of services, the total aggregate liability of PM to Denton shall be limited to no more than the total amount of fees paid by Denton for the particular         Professional Services Agreement A-4 phase of services alleged to have given rise to any such liability. 13. Defense, Indemnification, and Hold Harmless – As a condition of PM’s willingness to perform the services provided for in the engagement letter, Denton agrees to defend, indemnify and hold PM and the PM Persons harmless against any claims by third parties for losses, claims, damages, or liabilities, to which PM or the PM Persons may become subject in connection with or related to the services performed in the engagement, unless a court having jurisdiction shall have determined in a final judgment that such loss, claim, damage, or liability resulted primarily from the willful misconduct or gross negligence of PM, or one of the PM Persons. This defense, indemnity and hold harmless obligation includes the obligation to reimburse PM and/or the PM Persons for any legal or other expenses incurred by PM or the PM Persons, as incurred, in connection with investigating or defending any such losses, claims, damages, or liabilities. 14. Receipt of Legal Process – In the event PM is required to respond to a subpoena, court order, or other legal process (in a matter involving Denton but not PM) for the production of documents and/or testimony relative to information PM obtained and/or prepared during the course of this engagement, Denton agrees to compensate PM for the affected PM staff’s time at such staff’s current hourly rates, and to reimburse PM for all of PM’s out-of- pocket costs incurred associated with PM’s response unless otherwise reimbursed by a third party. 15. Termination of Engagement – This agreement may be terminated by either party upon written notice. Upon notification of termination, PM’s services will cease and PM’s engagement will be deemed to have been completed. Denton will be obligated to compensate PM for all time expended and to reimburse PM for related costs PM incurs through the date of termination of this engagement. 16. Time Limits – Except for actions to enforce payment of PM’s invoices and without limiting any claims for indemnification hereunder, any claim or cause of action arising under or otherwise relating to this engagement must be filed within two years from the completion of the engagement without regard to any statutory provision to the contrary. 17. Entire Agreement – This engagement agreement is contractual in nature, and includes all of the relevant terms that will govern the engagement for which it has been prepared. The terms of this letter supersede any prior oral or written representations or commitments by or between the parties regarding the subject matter hereof. Any material changes or additions to the terms set forth in this letter will only become effective if evidenced by a written amendment to this agreement, signed by all of the parties. 18. Severability – If any provision of this engagement agreement (in whole or part) is held to be invalid or otherwise unenforceable, the other provisions shall remain in full force and effect. 19. Conflicts of Interest – PM’s engagement acceptance procedures include a check as to whether any conflicts of interest exists that would prevent acceptance of this engagement. No such conflicts have been identified. Denton understands and acknowledges that PM may be engaged to provide professional services, now or in the future, unrelated to this engagement to parties whose interests may not be consistent with interests of Denton. 20. Agreement Not to Influence – Denton and PM each agree that each respective organization and its employees will not endeavor to influence the other’s employees to seek any employment or other contractual arrangement with it, during this engagement or for a period of one year after termination of the engagement. Denton agrees that PM employees are not “contract for hire.” PM may release Denton from these restrictions if Denton agrees to reimburse PM for its recruiting, training, and administrative investment in the applicable employee. In such event, the reimbursement amount shall be equal to two hundred hours of billings at the hourly rate stated in this agreement for the PM employee. 21. Signatures – Any electronic signature transmitted through DocuSign or manual signature on this engagement letter transmitted by facsimile or by electronic mail in portable document format may be considered an original signature. 22. Governing Law – This agreement shall be governed by and construed in accordance with the laws of the State of Michigan, and jurisdiction over any action to enforce this agreement, or any dispute arising from or relating to this agreement shall reside exclusively within the State of Michigan.         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 12 of 16 Exhibit B CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: x Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better except that insurance markets based in London, and/or the domestic surplus lines markets that operate on a non-admitted basis are acceptable, provided that CONSULTANT’S broker can provide financial data to establish that a market is equal to or exceeds the financial strengths associated with the A.M. Best's rating of A- VII or better. x Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 13 of 16 x Liability policies shall be endorsed to provide the following: x Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. x That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. x Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. x Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. x Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. x Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. x Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies.         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 14 of 16 If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: x Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. x Coverage B shall include personal injury. x Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: x Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. x Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: x any auto, or x all owned, hired and non-owned autos. [ ] Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with         City of Denton, Texas Contract 7389 Revised Date: 9/11/18 Page 15 of 16 §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications.         CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date                      Certificate Of Completion Envelope Id: 90177246505F4122AF050F235AA2CC60 Status: Completed Subject: Please DocuSign: File 7389 - Professional Services Agreement for Capital Projects Process Improvemen Source Envelope: Document Pages: 27 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Laura Hermosillo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 laura.hermosillo@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 5/28/2020 8:37:11 PM Holder: Laura Hermosillo laura.hermosillo@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Laura Hermosillo laura.hermosillo@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 5/28/2020 8:55:11 PM Viewed: 5/28/2020 8:55:25 PM Signed: 5/28/2020 8:55:26 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Estes Todd.Estes@cityofdenton.com City Engineer Capital Projects Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 216.158.248.23 Signed using mobile Sent: 5/28/2020 8:55:28 PM Viewed: 5/28/2020 8:56:55 PM Signed: 5/28/2020 8:57:21 PM Electronic Record and Signature Disclosure: Accepted: 5/18/2020 10:41:47 AM ID: 196e8210-6822-4f06-9128-d4609a7d1c69 David Plomin dave.plomin@plantemoran.com Partner Plante & Moran, PLLC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 205.178.52.35 Sent: 5/28/2020 8:57:24 PM Viewed: 5/29/2020 7:28:08 AM Signed: 5/29/2020 7:39:55 AM Electronic Record and Signature Disclosure: Accepted: 3/6/2019 1:46:03 PM ID: 29bf0bdf-9ee0-4ee9-8626-f8766cfad582 Laura Hermosillo laura.hermosillo@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 5/29/2020 7:39:58 AM Viewed: 6/1/2020 6:02:00 PM Signed: 6/1/2020 6:02:09 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp ygent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certiyied Delivery Events Status Timestamp Caryon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 5/28/2020 8:55:28 PM Viewed: 6/2/2020 8:31:21 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Tracy Holt Tracy.Holt@cityofdenton.com Administrative Assistant City of Denton Security Level: Email, Account Authentication (None) Sent: 6/1/2020 6:02:12 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign yitness Events Signature Timestamp yotary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/1/2020 6:02:12 PM Certified Delivered Security Checked 6/1/2020 6:02:12 PM Signing Complete Security Checked 6/1/2020 6:02:12 PM Completed Security Checked 6/1/2020 6:02:12 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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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. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.             ! How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? 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Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.