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7608 - Contract Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C NA 7608 Cost Allocation Erica Garcia City of Denton, Texas Contract 7608 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 11 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7608 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 MGT of America Consulting, LLC, with its corporate office at 516 North Adams St., Tallahassee, FL 32301, 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, COST ALLOCATION, 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: 89026C9B-1409-4149-AD32-D4AD70405E1C 03/18/2021 City of Denton, Texas Contract 7608 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 11 B. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit A, which shall be attached to this Agreement and made a part hereof. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit A. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit A. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C City of Denton, Texas Contract 7608 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 11 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 not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C City of Denton, Texas Contract 7608 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 11 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit A. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C City of Denton, Texas Contract 7608 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 11 Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C City of Denton, Texas Contract 7608 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 6 of 11 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: MGT of America Consulting, LLC City of Denton Mark Carpenter Purchasing Manager – File 7608 516 North Adams Street 901B Texas Street Tallahassee, FL 32301 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: 89026C9B-1409-4149-AD32-D4AD70405E1C City of Denton, Texas Contract 7608 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 7 of 11 ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C City of Denton, Texas Contract 7608 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 8 of 11 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, Rate Sheet 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 Mark Carpenter. 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. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C City of Denton, Texas Contract 7608 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 9 of 11 E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be 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. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C City of Denton, Texas Contract 7608 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 10 of 11 ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Consultant certifies that Consultant’s signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Consultant certifies that Consultant’s signature provides written verification to the City that Consultant, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C City of Denton, Texas Contract 7608 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 11 of 11 The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXVII PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CONSULTANT CITY OF DENTON, TEXAS BY: _____________________________ BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ _________________________________ TITLE EMAIL ADDRESS 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: 89026C9B-1409-4149-AD32-D4AD70405E1C Trey Traviesa Chairman and CEO Finance Director of Finance Cassandra Ogden 03/18/2021 PROPOSAL JANUARY 15, 2021 RFP # 7608 Submitted by: BRET SCHLYER VICE PRESIDENT, FINANCIAL SOLUTIONS 4320 WEST KENNEDY BOULEVARD SUITE 200 TAMPA, FLORIDA 33609 316.214.3163 BSchlyer@mgtconsulting.com J. MARK CARPENTER DIRECTOR, FINANCIAL SOLUTIONS 8901 TEHAMA RIDGE PARKWAY, SUITE 127 #647 FORT WORTH, TEXAS 76177 214.770.7153 mcarpenter@mgtconsulting.com COST ALLOCATION STUDY CITY OF DENTON, TEXAS Exhibit A DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C MGTCONSULTING.COM CITY OF DENTON, TX RFP # 7608 | COST ALLOCATION STUDY January 15, 2021 Table of Contents FIRM PROFILE ................................................................................................................. 1 MGT HISTORY AND ORGANIZATION STRUCTURE ............................................................ 1 WHAT MAKES MGT CONSULTING THE BEST CHOICE?..................................................... 4 PROJECT APPROACH AND SCHEDULE ............................................................................. 5 PROPOSED CAP WORK PLAN ........................................................................................... 9 DELIVERABLES – COST ALLOCATION PLAN .................................................................... 14 ESTIMATED SCHEDULE .................................................................................................. 15 EXPERIENCE AND QUALIFICATIONS .............................................................................. 16 MGT COST ALLOCATION EXPERIENCE ............................................................................ 16 REFERENCES .................................................................................................................. 22 KEY PERSONNEL AND EXPERTISE ................................................................................... 25 RESUMES ....................................................................................................................... 27 PRICE ............................................................................................................................ 37 COST PROPOSAL: COST ALLOCATION PLAN ................................................................... 37 SAMPLE INVOICE ........................................................................................................... 38 APPENDIX: REQUIRED FORMS ...................................................................................... 40 Proposal Exhibits Exhibit 1. Sample Communications Report ........................................................................ 7 Exhibit 2. MGT’s Components to Client Satisfaction .......................................................... 8 Exhibit 3. MGT’s National Cost Allocation Experience ...................................................... 16 Exhibit 4. Project Team Organizational Chart ................................................................... 27 DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 1 FIRM PROFILE MGT History and Organization Structure MGT of America Consulting, LLC (MGT) began operations in 1974 as a public sector research firm and has expanded its consulting capabilities and client offerings over the years. We are a national consulting firm specializing in assisting public sector clients to operate more efficiently and effectively. MGT has worked with Texas cities and counties for many years. We began providing cost allocation services to Texas local governments in 2008. A significant portion of MGT’s work is repeat business, reflecting a high level of customer satisfaction in our ability to provide exceptional professional services. MGT is organized as a privately held, employee-owned and financially stable limited liability company with a deep roster of experienced cost allocation experts, support resources, and a commitment to serve the public. MGT is owned by the current and retired partners, principals, and consultants of the firm. The advantage of this ownership structure to our clients is that every member of the firm has a vested interest in the successful completion of every project, for every client. This ownership structure creates a mindset that permeates through every MGT owner: we change the communities we serve – for good. MGT has acquired a keen understanding of the structures, operations, and issues facing public agencies. This understanding comes from over 46 years of extensive experience providing financial and management consulting services to state and local governments, and the prior work experience of our consultants. We are not the biggest, oldest, or highest profile consulting firm; just the best for combining firm qualifications and consultants’ cost allocation expertise with the needs of cities, counties, and state agencies. The proposed project manager has prepared cost allocation studies in Texas since the 1980s. Prior to working as consultants, many of our consultants worked in government agencies as managers and staff. This inside knowledge and understanding of government gives our consultants an ability to hit the ground running from the very start of a project. MGT consultants understand what it means to work within constrained timelines, and the need to produce a product that concisely and clearly articulates findings and results. MGT of America Consulting, LLC is a financially stable national consulting firm with local offices and 220+ staff throughout the country. Founded in Florida in 1974 as a public-sector research firm, MGT has always taken pride in providing fiercely independent analysis and thoughtful advice to all our clients. MGT Consulting is a privately held, employee-owned and quickly growing limited liability company with a deep roster of experienced cost allocation experts and national resources. FIRM PROFILE DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C FIRM PROFILE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 2 MGT Office Locations MGT’s headquarters are in Tampa, Florida, with additional locations across the country. The project will be managed and staffed from our Fort Worth/ Dallas area consulting team. MGT employs over 220 professionals and is structured into several primary consulting divisions. The MGT Financial Solutions Group, consisting of over 40 experienced costing consultants will be responsible for completion of the project. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C FIRM PROFILE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 3 MGT's Financial Stability As a long-standing contractor, MGT has the financial capacity to undertake and complete a project of this scope. MGT has the necessary financial ability to perform the functions required by this RFP and to provide those services represented in this response. MGT does not anticipate any organizational changes that may impede our ability to complete any future projects. We have over 46 years of experience in providing sound, practical, implementable solutions to state and local governments around the country. In addition, MGT has not been involved in any litigation or court proceedings whereby a court or any other administrative agency has ruled against MGT in any matter related to the professional activities of our firm. MGT is fully bondable and a copy of financial statements are available upon request. The MGT Consulting Advantage MGT offers an expert impartial perspective on organizational structure, processes, and practices. As an independent entity, our only vested interest is that of our clients; therefore, we apply our extensive experience to generating objective independent solutions to meet our client needs. MGT leverages best-of-breed data sources to inform policy development and service delivery. Our team balances “gold standard” resources with our unique past performance lessons learned. MGT is committed to offering useful recommendations that achieve real results and is ever mindful of the practical and political realities the City may face. MGT has an extensive track record of providing consulting services that are similar in scope to this project. Our solutions help the organizations we work with to achieve their goals and serve constituents more effectively and efficiently. We are committed to providing customized consulting services, objective research, creative solutions, and quality products that respond to each client's unique needs and time requirements. MGT provides solutions which are specifically tailored to meet the needs of our clients. The MGT team has an impressive track record of providing customized solutions, objective research, creative recommendations, and quality products that respond to each client's unique needs and time requirements. MGT Contact Information PROJECT LEADER J. Mark Carpenter, Director, Financial Solutions 8901 Tehama Ridge Parkway, Suite 127 #647 | Fort Worth, Texas 76177 P: 214.770.7153 | Email: mcarpenter@mgtconsulting.com MGT HEADQUARTERS MGT of America Consulting, LLC 4320 West Kennedy Boulevard |Tampa, Florida 33609 P: 813.327.4717 | Fax: 850.385.4501 | www.mgtconsulting.com FEIN: 81-0890071 DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C FIRM PROFILE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 4 INDIVIDUALS AUTHORIZED TO COMMIT FIRM J. Bradley Burgess, Executive Vice President 2251 Harvard St., Ste. 134 | Sacramento, CA 95815 P: 916.443.3411 | Email: bburgess@mgtconsulting.com Dr. Fred Seamon, Executive Vice President 516 North Adams Street | Tallahassee, Florida 32301 P: 850.386.3191 | E-mail: fseamon@mgtconsulting.com A. Trey Traviesa | CEO and Chairman of the Board 4320 West Kennedy Boulevard, Suite 200 | Tampa, Florida 33609 P: 850.386.3191 | E-mail: ttraviesa@mgtconsulting.com What Makes MGT Consulting the Best Choice? MGT Consulting is the best choice for this project for a variety of reasons, including:  Cost Allocation is Our Core Business. Preparing cost allocation plans and indirect cost rates is our core business. There are engineering firms and small CPA companies who dabble in this area and larger consulting firms that do cost allocation plans, but these firms are not committed to these core services over the long run. MGT has nearly 40 full-time consultants who prepare cost allocation plans and indirect cost rates all year, every year. This focus and commitment allows us to provide better service and the best advice in these areas.  Finest Project Staff and Deepest Bench. MGT has handpicked the finest consultants in the cost accounting field. Three of these consultants, including the project manager, are located in the Metroplex. No other single factor is as important as the professional staff providing the analysis and managing the project. Our staff understand what the plan is used for and its impacts.  Proximity. Our Dallas area project team will be close to Denton throughout this effort. We will provide of on-site consulting and assistance, if deemed safe by public health officials.  Anticipation. We know what factors produce exceptional plans and what causes projects to stall or eventually fail. MGT will provide the City of Denton with a plan for the best possible project. You will know what the project milestones are and who is responsible for what tasks. And we can show you how to avoid common timeline challenges that can derail this type of project. Further information on MGT and its services are available at www.mgtconsulting.com. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 5 Project Approach and Schedule Our approach, our dedicated resources, and our team of experts is customized to the City based on our experience directly serving cities like Denton. Our approach is to treat each project as a unique consulting engagement for a unique client. While every cost allocation consulting firm, including MGT, applies standardized processes and methodologies into every cost allocation project, we will never standardize a client. Every engagement includes an attempt to thoroughly understand our client’s culture, political realities, operating and reporting structure, and financial challenges, as well as desired project outcomes. We have applied and will continue to apply the following six project goals and objectives to ensure the work plan is accomplished and the project deliverables are successfully completed.  Leverage experience. The current and recent experience from serving numerous large, complex cities means the City will receive much more than capability.  Accuracy. The project results must be accurate. No matter how well communicated, understood, or timely the project results are, the project is meaningless and will create significantly more work for City personnel if the project results are not accurate.  Timeliness. No matter how accurate the project results are, the project is less meaningful and has again created significantly more work for City personnel if the project is not completed within the required deadline.  Management decision-making. In addition to being accurate, timely, and providing a smooth non-disruptive process for City personnel, the project results must also be useful and meaningful to all project stakeholders. The project results must provide more than a few accounting numbers for a journal entry or grant reimbursement.  Communication. For the project to be successful, City personnel must not only receive the requested services but also receive regularly scheduled formal and frequent informal communication from the project team. With our proactive communication plan, City personnel will never have to wonder about the project status or timeline or if there will be issues that could negatively impact the project or project results.  Continuous improvement. Just like the City changes and strives to improve delivery of services each year, the cost allocation project must also improve each year. It is not enough to simply update the cost allocation plan each year; the project must be continually reviewed for improvement in structure, format, and data used to find opportunities to increase the accuracy of the project results, as well as to optimize recovery as appropriate. General Methodology We utilize a cost allocation plan methodology that incorporates years of experience applying 2 CFR Part 200 (formerly Circular A-87) and Generally Accepted Accounting Principles (GAAP) into a systematic, yet flexible, multi-step approach to raise the accuracy and acceptance of cost allocation plans and indirect cost rate results. This methodology has been reviewed and accepted by state agencies, federal cognizant agencies, internal auditors, and external auditors in multiple states, including Texas. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C PROJECT APPROACH AND SCHEDULE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 6 Technical Methodology The project team will adhere to GAAP principles to prepare the cost allocation plan. The cost allocation plan will be prepared utilizing an Excel-based cost allocation model. Cost allocation plans are essential tools for municipal fiscal management. Well-documented and defensible plans are essential for our clients to recover indirect administrative costs in a variety of internal and external contexts. MGT is a nationally recognized specialist in developing cost allocation plans and assisting our clients with cost allocation plan implementation. Our effort will allow the City to account for the actual cost of providing services and to calculate hourly staff rates that will recover all allocated costs using a clear, equitable and defensible method that complies with regulations. MGT’s cost allocation plans provide our clients with exceptional financial and managerial information. Examples of useful and meaningful information that can be extracted from the plan reports include:  Compliant documentation for state or federal reimbursement  Defensible interfund transfers  Establishing user fees and hourly billing rates  Identification of administrative expense DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C PROJECT APPROACH AND SCHEDULE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 7 Effective and Continuous Communication Effective and continuous communication between the MGT Project Director, the City Project Officer, MGT team members, and stakeholders is one of the most critical aspects of project management. The MGT Project Director will actively seek input and feedback from the City Project Officer and key stakeholders at each stage of this study. MGT’s Project Director will regularly communicate information about the study’s progress and problems which may arise before becoming a larger issue. A sample of the communications report we use frequently is shown in Exhibit 1. Project Management Each proposed senior level consultant is an expert in applying various project management methods and techniques to cost allocation projects. This expertise is rooted in completing hundreds of cost allocation plans, many for jurisdictions similar in size to Denton and many requiring negotiations with state and federal auditors. Additionally, all MGT consultants attend regular peer group reviews and training sessions to continuously refine project management, client service and OMB A-87 skills. Our approach is to jointly establish a framework of firm timelines and milestones with each client based on that client’s unique circumstances and needs. Aside from fixed deadlines and milestones, however, the framework is flexible to accommodate each client and even each annual project for recurring clients. MGT’s project management process and client satisfaction components are graphically represented below in Exhibit 2. We have found that focusing on these six components of client satisfaction ensures that the work is properly performed and that milestones are met on schedule and within budget. The primary tool for delivering each of the components is communication. Our project teams are in regular contact with the project executive, providing project status updates and explaining any variances from the planned schedule. Additionally, MGT is committed to regular client contact through client meetings and formal status updates at regular intervals. Exhibit 1. Sample Communications Report DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C PROJECT APPROACH AND SCHEDULE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 8 Ability to Accommodate and Respond to Changes Most professional firms are staffed as a pyramid. A few senior level consultants at the top of the organization with many junior level consultants performing much of the project work staff those firms. Conversely, MGT Financial Solutions is staffed as an inverse pyramid. There are a few junior level consultants with many senior level consultants performing most of the project work. For this project, all the services will be performed by senior-level consultants lead by Ms. Shirley Sewell. This staffing model ensures the proposed project team is knowledgeable and flexible enough to accommodate annual change that is inevitable in governmental entities such as the City of Denton. The proposed senior-level consultants will not be reactive to the changing organizational structure of the City and need to be told changes occurred, or even where to look for changes that occurred. Rather, the proposed consulting team will be proactive in addressing changes and adapting the cost allocation plans accordingly, without disruption to City personnel or on-going operations. Additionally, because of the project team’s depth of experience with similar projects for similarly government entities, each member of the proposed project team knows to prepare for the unexpected. While every project is unique and includes issues and concerns specific to each individual client, in general, many issues or concerns within a project are common to other projects. The proposed project Exhibit 2. MGT’s Components to Client Satisfaction The proposed MGT consulting team will be proactive in addressing changes and adapting the cost allocation plan accordingly by working closely with the City staff to ensure the maximum recovery of indirect costs. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C PROJECT APPROACH AND SCHEDULE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 9 team members are each adept at troubleshooting and applying years of experience from this and similar projects, to either head-off, or resolve the unexpected issues or concerns that will undoubtedly arise in this project. Assistance from City Staff We will be flexible in the level of involvement of City personnel. City personnel can work very closely with the project team and be actively involved in every step of the process or can be moderately involved in the project and defer the day-to-day project details and data collection to the consultants. Either approach, or an in-between hybrid approach, will lead to the same successful project results. However, since MGT will provide the City with an Excel-based Cost Allocation model, we recommend that City staff assist in the process as part of the training. Our training extends well beyond using a cost allocation tool (the model). Our goal will be to impart the key areas of our many years of cost allocation experience to City staff. Every step in our methodology encourages and welcomes questions from City personnel, regardless of the level of involvement of City personnel. Our methodology also allows for, and encourages, an ongoing dialogue between City personnel and the project consultants to address concerns, issues, or problems, while jointly creating associated solutions. Given access and availability of City staff to provide organization, service, and financial information, MGT is qualified and staffed to complete all activities and tasks of the project. We will only require access to staff for brief interviews related to services provided and their duties. We will also need assistance in the acquisition of organizational, financial, allocation base data, and other related information. It is preferable to receive this information in Microsoft Excel format, but if it is not available, we will accept PDF or text format. Proposed CAP Work Plan The following work plan has been refined over many years to provide a methodology that produces MGT’s cost allocation plans with minimal disruption to our client’s workloads. Although Denton’s Scope of Work is slightly different, our process addresses all the typical needs of a City Cost Allocation Plan. This is a draft schedule which can easily be modified depending on the City’s direction. TASK 1.0: CONDUCT AN INITIAL MEETING WITH DESIGNATED PERSONNEL Meet with City personnel who have responsibility or a high interest in the cost allocation plan. This meeting will refine the project scope, specific objectives, goals, uses, requirements, measurements, and schedule of the project. This meeting will also help the project consultants understand the unique aspects of the Denton including the organizational structure. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C PROJECT APPROACH AND SCHEDULE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 10 TASK 2.0: CONDUCT INTRODUCTORY TRAINING SESSION WITH ALL RELEVANT PERSONNEL Conduct an initial and introductory training session with key city personnel and project stakeholders. Project consultants will work with city personnel to establish the objectives, content, and list of attendees for this meeting or presentation. This session is vital to successful project results including approval by operating department officials. Agenda items for these meetings or presentations could include:  Review the project scope, objectives, and schedule.  Review available financial and allocation data.  Summarize the purpose for calculating the cost allocation plans.  Review example summary reports produced by the project.  Discuss example applications produced by the project.  Review and confirm the federal and/or state requirements.  Address potential areas for additional direct or indirect cost recovery. TASK 3.0: REVIEW THE CITY’S ORGANIZATIONAL STRUCTURE & EXISTING COST ALLOCATION METHODOLOGY Review the City’s organizational structure and the most recent existing full cost allocation plan. We will use this step to prepare for department interviews. TASK 4.0: REVIEW CITY’S EXISTING COST ALLOCATION METHODOLOGY, DATA COLLECTION WORKSHEETS, ALLOCATION BASES, METHODS OF DISTRIBUTION FOR APPROPRIATENESS MGT consultants will review the City’s existing cost allocation methodology and associated data to determine appropriateness and to identify alternatives which may favorably impact indirect cost recoveries. The review will include an assessment of whether costs could be moved to direct allocations to simplify the process, or to enhance cost recovery. The assessment will provide suggestions for potential enhancements. TASK 5.0: COLLECT BASIC FINANCIAL AND OPERATIONAL DATA Collect and review data such as organization charts, expenditure statements, budgets, personnel counts, salary reports, and transaction statistics. Project consultants will work with Denton personnel to develop and gather the needed data in the most efficient way possible. The review of this data will provide the structure for the cost allocation plans including the determination of allocating and receiving departments. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C PROJECT APPROACH AND SCHEDULE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 11 TASK 6.0: CONDUCT DEPARTMENT INTERVIEWS Meet with and interview each central service department to determine the allowable expenditures, services provided, charge backs or direct bills, personnel providing the services, the recipients of the provided services, and appropriate transaction data. TASK 7.0: EVALUATE EXISTING METHODOLOGIES AND DEVELOP ENHANCEMENT RECOMMENDATIONS AND A CUSTOMIZED COST MODEL Based on the information gathered in Task 4 and the and data received from all prior steps, MGT will evaluate the City’s existing methodology for each central service department and identify areas for improvement. Improvements may include methodology changes, different ways of summarizing data for allocation, or different calculation methods. A report will be created and presented to City staff which summarizes all suggested enhancements. As part of this process, it is anticipated that questions may arise as to the financial impact to the City’s General Fund and to the grantee departments, of any such enhancements. As such, we will also be creating a custom cost allocation model for the City which incorporates the various suggestions from our report. The workplan steps that follow are the continuation of that model creation process in Excel. TASK 8.0: DEVELOP COST PLAN STRUCTURE Using the City organizational structure, budget and staffing information, MGT will determine the basic structure of the cost allocation plan, identifying central service (or allocating) departments and operating (or receiving) departments. Central service functions will be determined based on timesheets, assignments, activities, or other allowed methods. Once staff members and their corresponding salaries are distributed into functions, other department costs such as materials and supplies will also be distributed into the same functions. This task breaks a department into functional cost pools, which can then be allocated throughout the organizational structure using meaningful, measurable, and auditable allocation bases. TASK 9.0: DISTRIBUTE CENTRAL SERVICE DEPARTMENT COSTS INTO FUNCTIONS Distribute the allowable costs within each central service department into the functions determined in Task 6.0. The distribution of allowable department costs and incoming costs will determine the total cost of providing each distinct service within each central service department. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C PROJECT APPROACH AND SCHEDULE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 12 TASK 10.0: DEVELOP ALLOCATION BASES FOR CENTRAL SERVICE DEPARTMENT FUNCTIONS Determine an appropriate allocation base for each function in each central service department. This determination will serve as the basis for allocating the allowable costs in each function to the recipients of the service. Project consultants will request corresponding transaction data from central service department personnel. Central service departments will allocate costs to all departments and funds. This allocation methodology ensures the fairest and most accurate distribution of costs as opposed to a methodology that singles out departments or funds for maximum allocation. TASK 11.0: PROCESS DRAFT COST ALLOCATION PLANS Process the draft cost allocation plans using the customized Excel-based cost model. The cost allocation plans will include summary and detail reports. Summary reports in the cost allocation plans will provide information on the dollar amounts allocated from each central service department to every receiving department. The detailed reports in the cost allocation plans provide information on the expenditures, allowable costs, incoming costs, personnel distribution, functions, and allocation bases for every central service department. TASK 12.0: QUALITY CONTROL & INTERNAL REVIEW OF DRAFT COST ALLOCATION PLANS The project manager and the project consultant will undertake an internal review process to raise the accuracy of the cost allocation plans and ensure city personnel do not waste time reviewing substandard or incomplete work. TASK 13.0: PROVIDE DENTON WITH DRAFT COST ALLOCATION PLAN Provide electronic copies of the draft results of the cost allocation plan. This step is an opportunity to review preliminary results, address questions or concerns, and make changes, as necessary. TASK 14.0: PROCESS FINAL COST ALLOCATION PLAN AND FINALIZE CUSTOMIZED EXCEL-BASED MODEL Process the final cost allocation plan after addressing any issues raised in Task 13. In addition, MGT staff will finalize any necessary adjustments to the Excel-based cost allocation model that is designed for use by City staff in subsequent years. The model will allow for:  The addition or removal of direct and overhead costs so that the cost allocation plan can be developed from a simple plan to a progressively more inclusive plan; DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C PROJECT APPROACH AND SCHEDULE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 13  The ability to phase in the results of the model to allow time for revenues and/or expenses to adjust to the recommendations;  The ability to continuously update the model and overhead cost allocation plan from year-to- year as the organizational structure changes and the costs change;  The addition of hypothetical service area information for future services enhancements, and the ability to calculate the estimated costs of providing the service under consideration. TASK 15.0: PROVIDE FINAL COST ALLOCATION PLAN ELECTRONICALLY & VIA HARD COPY Provide the City with one (1) printed original, five (5) printed bound copies, and one electronic copy (Adobe PDF file) of the final cost plan following confirmation that the work is final by the City project officer. Additionally, project consultants will provide electronic copies (Excel or Adobe PDF files) of summary schedules, variance analyses, and management reports as requested. All MGT work papers are also available upon request. The cost allocation plan will contain:  A narrative that clearly defines the purpose, uses, and goals of the plan.  Descriptions of the methodology and procedures.  Descriptions of the central services and the allocation bases utilized to allocate costs.  Actual distribution of indirect costs to programs.  Summaries of all allocations and the resulting charges to all operating departments and funds. TASK 16.0: PRESENT PROJECT RESULTS TO PROJECT STAKEHOLDERS AND ELECTED OFFICIALS Presentation of the final project results and present allocation model to City Management, Public Utilities Board (PUB) and City Council. This presentation will include a high-level overview of the project and the applications, implications, and anticipated benefits to city operations. Detailed information will be presented as requested. TASK 17.0: IMPLEMENTATION PLAN FOR THE COST ALLOCATION PLAN Our project team will provide the City with a brief implementation plan for the cost allocation plan that will clearly define the various applications for the cost allocation plan and ensure that City staff understand the plan and how it was calculated. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C PROJECT APPROACH AND SCHEDULE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 14 TASK 18.0: PREPARE A COST ALLOCATION PLAN PROJECT RECAP REPORT Our team will prepare a cost allocation plan project recap report. This report will include comments and input from the City to review regarding the just-completed cost allocation plan. This report will also provide city personnel an opportunity to provide timely feedback on aspects of the cost allocation plan project that went well and aspects of the project that need improvement. TASK 19.0: CONDUCT A POST-PROJECT TRAINING SESSION WITH ALL RELEVANT PERSONNEL Conduct a post-project training session with key city personnel to educate staff on using the customized Excel-based model. This training session will provide step-by-step guidance on how to use the cost allocation model in future years, as well as information on reading, interpreting, and extracting data from the recently completed cost allocation plan. This session will also reinforce current applications for the cost allocation plans results, as well as provide additional applications for the cost allocation plan results. The training will review the delivered manual/instruction document and cover basic cost allocation concepts necessary to complete the model. Deliverables – Cost Allocation Plan COST ALLOCATION PLAN DELIVERABLES  On-site or virtual meetings, workshops, interviews, and presentations on approach, methodology and recommendations related to the cost allocation plans.  A draft Full Cost allocation plan using a double step-down allocation methodology based on the City’s actual expenditures and interviews with personnel and reviewed with the City staff.  A final Full Cost allocation plan using a double step-down methodology based on actual expenditures; the final cost allocation plan will be produced as Excel and PDF files.  The Excel-based cost allocation model to allow updates in future years by City staff.  One original, five printed and bound copies and one (1) one electronic (Excel and/or PDF) copy.  Defend and respond to audit or other inquiries from federal/state and/or local authorities following delivery of the final cost allocation plans for three years after the approval of each plan.  Ongoing training, guidance, and assistance to personnel.  Access to all records for the requested period.  Formal project status reports at intervals requested by City personnel (at least monthly). DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C PROJECT APPROACH AND SCHEDULE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 15  A formal project recap report. This report will include comments and input from the City personnel to review regarding the just completed project. This report will also provide personnel an opportunity to provide timely feedback on aspects of the project that went well and aspects of the project that need improvement. This feedback will then be formulated into the following year’s work plan. Estimated Schedule These tasks will lead to the completion of the cost allocation plan in approximately three (3) months, assuming key data is made available in a timely manner. This represents the estimated amount of time to provide the proposed services. Cost Allocation Plan Month On 1 2 3 Going 1. Initial Meeting 2. Introductory Training 3. Review and Preparation 4. Review City's Existing General Administration Charges 5. Collect Core Data 6. Department Interviews 7. Evaluate Existing Methodologies 8. Develop Cost Plan Structure 9. Distribute Costs into Functions 10. Develop Allocation Bases 11. Process Draft Cost Plans 12. Quality Control & Internal Review 13. Provide Draft Cost Plan 14. Finalize Cost Plan and Excel-Based Model 15. Provide Final Copies 16. Present Results 17. Implementation Plan 18. Project Recap Memo 19. Conduct Post-Project Training DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 37 Price Cost Proposal: Cost Allocation Plan MGT proposes to perform the services included in this proposal for a fixed fee of $12,150. This budget will provide the City with 84 consulting hours, which will provide the City with ample time and resources to produce a cost allocation plan as described in the scope of services. Additional services requested that fall outside the scope of this project shall be provided on a time-and- materials basis using hourly rates, with all expenses billed at cost subject to pre-approval. Method of Payment MGT will provide monthly invoices to the client or will invoice according to the above milestone. It is customary for MGT to invoice 10% of the contract price at the time of contract execution. This invoiced Cost Allocation Plan Hours Total 1.Initial Meeting 4 610$ 2.Introductory Training 2 305$ 3.Review and Preparation 2 305$ 4.Review City's Existing General Administration Charges 1 125$ 5.Collect Core Data 4 500$ 6.Department Interviews 18 2,360$ 7.Evaluate Existing Methodologies 1 180$ 8.Develop Cost Plan Structure 12 2,160$ 9.Distribute Costs Into Functions 2 250$ 10.Develop Allocation Bases 4 500$ 11.Process Draft Cost Plans 8 1,000$ 12.Quality Control & Internal Review 2 305$ 13.Provide Draft Cost Plan 2 250$ 14.Finalize Cost Plan and Excel-Based Model 6 1,080$ 15.Provide Final Copies 2 250$ 16.Present Results 2 305$ 17.Implementation Plan 3 375$ 18.Project Recap Memo 1 180$ 19.Conduct Post-Project Training 8 1,110$ TOTAL 84 12,150$ DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C PRICE CITY OF DENTON, TX | JANUARY 15, 2021 RFP # 7608 | COST ALLOCATION STUDY PAGE 38 amount covers MGT efforts on strategy sessions, preliminary on-site meetings, project planning and items not tied to fixed fee tasks outlined in the proposal. The amount due per month will then be based on the remaining amount of the fixed fee amount divided by the anticipated number of months to complete the project. Project Assumptions Our work program and proposed fee for this project were developed with several key assumptions about the project. Changes to these assumptions may impact either or both our methodology and proposed fee. We welcome the opportunity to meet with the City Project Officer to review these assumptions, validate or adjust these assumptions based on more complete information, and adjust the work plan and/or budget accordingly. Below, we present our assumptions:  The City will designate a City Project Officer for this project. This person will function as the primary point of contact for the project, and coordinate and facilitate the flow of information and communication between the county departments and MGT.  The City Project Officer will ensure that comments on draft documents are consolidated into a single document and any conflicting comments are reconciled before delivering the comments to MGT.  Two draft reports have been included in this proposal. Additional reports can be added for an additional fee.  MGT will have access to and cooperation and participation by staff and management. MGT expects to have reasonable, timely access to City personnel and data. If the City stops the project for any reason, MGT will be due all fees for services performed to date.  Meeting facilities will be arranged for and used at the expense of the City. The City will provide all requested documents at its own expense.  All costs and other data provided by the City will be considered accurate and valid. MGT will not be responsible for the audit and/or verification of any cost or other data provided by the City.  Should travel restrictions be in place due to COVID-19, MGT will conduct project initiation and training via Microsoft Teams, Zoom, or another agreed upon video conferencing platform. Travel expenses only will be charged in the event travel occurs. Sample Invoice A sample invoice is provided on the following page, as requested in the solicitation. We use Mavenlink as our invoicing software, which is flexible to provide whatever detail is required. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C MGT CONSULTING HOURLY RATES Analyst: $145/hr Consultant: $125.00 Sr. Consultant: $145.00 Manager: $180.00 Sr. Manager: $195.00 Director/VP: $235.00 DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C 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:  Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better.  Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.  Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C  Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers.  That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability.  Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers.  Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date.  Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.  Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.  Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C 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.  Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for:  any auto, or  all owned, hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C 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. DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C 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: DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C 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 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; DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that 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: 89026C9B-1409-4149-AD32-D4AD70405E1C CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 89026C9B-1409-4149-AD32-D4AD70405E1C MGT of America Consulting, LLC 3/18/2021 X X X X Certificate Of Completion Envelope Id: 89026C9B14094149AD32D4AD70405E1C Status: Completed Subject: Please DocuSign: 7608 Cost Allocation Contract Source Envelope: Document Pages: 41 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 3/9/2021 4:49:36 PM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/10/2021 12:51:07 PM Viewed: 3/10/2021 12:51:19 PM Signed: 3/10/2021 12:53:24 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Trey Traviesa ttraviesa@mgtconsulting.com Managing Member MGT of America, LLC Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 72.186.247.17 Sent: 3/10/2021 12:53:27 PM Resent: 3/10/2021 2:35:10 PM Resent: 3/18/2021 2:19:00 PM Viewed: 3/10/2021 3:03:36 PM Signed: 3/18/2021 3:52:37 PM Electronic Record and Signature Disclosure: Accepted: 3/10/2021 1:50:49 PM ID: bf247b7f-06c2-4de8-bccf-86b1cdab7fb1 Cassandra Ogden Cassandra.Ogden@cityofdenton.com Director of Finance City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/18/2021 3:52:40 PM Viewed: 3/18/2021 3:53:14 PM Signed: 3/18/2021 3:54:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 3/18/2021 3:54:39 PM Viewed: 3/19/2021 8:37:45 AM Signed: 3/19/2021 8:37:57 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 3/19/2021 8:37:59 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Erin Winn Erin.Winn@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 3/19/2021 8:37:59 AM Electronic Record and Signature Disclosure: Accepted: 3/16/2021 4:21:47 PM ID: 095a6d4f-7a44-40b9-beab-830033325ada Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/10/2021 12:51:07 PM Certified Delivered Security Checked 3/19/2021 8:37:45 AM Signing Complete Security Checked 3/19/2021 8:37:57 AM Completed Security Checked 3/19/2021 8:37:59 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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