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8236 Executed Contract Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F Not Applicable COOP JDE Upgrade 8236 Cori Power 6/6/2023 NA 23-1048 File 8236 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND GUIDEHOUSE INC. (FILE # 8236) THIS CONTRACT is made and entered into this date _______________________, by and between Guidehouse Inc., a Delaware Corporation, whose address is 1676 International Drive, Suite 800, McLean, VA 22102, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the Supplier’s quote, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit “C”. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) Department of Information Resources (DIR) Cooperative Purchasing Contract #DIR-CPO- 4947 with Guidehouse Inc., (Exhibit “B” on file at the office of the Purchasing Agent); (c) Guidehouse Inc. Proposal (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Insurance Requirements (Exhibit “E”); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F 6/6/2023 File 8236 the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. 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. DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F File 8236 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: _____________________________ AUTHORIZED SIGNATURE Printed Name: _____________________ Title: ____________________________ _________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS _________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: ______________________________ SARA HENSLEY, CITY MANAGER ATTEST: JESUS SALAZAR, INTERIM CITY SECRETARY BY: ______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F 2023-1012734 ehutchins@guidehouse.com Erin Hutchins 5129831994 Partner Tech Services Deputy Technology Director Shannon Mejia File 8236 Exhibit A Special Terms and Conditions 1. Contract Term Contractor is authorized to commence work under this contract upon execution of this AGREEMENT. Contractor 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 C. 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. 2. Total Contract Amount The contract total shall not exceed $200,000. Pricing shall be per Exhibit C attached. DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F City of Denton JD Edwards Refresh Proposal TX DIR DBITS Contract No. DIR-CPO-4947 March 8, 2023 Provided to: City of Denton Technology Services Attn: Jim Barnes Buyer Telephone (940) 390-4279 jim.barnes@cityofdenton.com Provided by: Guidehouse Inc. Tamara Reynolds Partner 1676 International Drive, Suite 800 McLean, VA 22102 Telephone (301) 928-7584 treynolds@guidehouse.com Taxpayer Identification Number (TIN): 36-4094854 Data Universal Numbering System (DUNS): 022582428 SAM Unique Entity ID: N9NJK877QJK9 Commercial and Government Entity (CAGE) Code: 1HLR9 guidehouse.com This proposal includes data that is proprietary and confidential to Guidehouse and shall not be disclosed outside the recipient's organization and shall not be duplicated, used, or disclosed, in whole or in part, for any purpose other than to evaluate this proposal. However, if a contract is awarded to this offeror as a result of, or in connection with, the submission of these data, the recipient shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does not limit the recipient's right to use information contained in these data if they are obtained from another source without restriction. The data subject to this restriction are contained in specified pages/sheets herein. This proposal does not constitute a contract to perform services and cannot be used to award a unilateral agreement. Final acceptance of this engagement by Guidehouse is contingent upon successful completion of Guidehouse’s acceptance procedures. Any engagement arising out of this proposal will be subject to negotiation of a mutually satisfactory engagement contract including modifications to certain RFP terms and conditions and including our standard terms and conditions and fees and billing rates established therein. Exhibit C DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F Guidehouse Inc., 1676 International Drive, Suite 800; McLean, VA 22102 www.guidehouse.com March 8, 2023 Jim Barnes City of Denton, Technology Services Subject: Updated Proposal for JD Edwards Refresh under Contract No. DIR-CPO-4947 Dear Mr. Barnes: Guidehouse Inc. is pleased to submit to continue to support the City of Denton JD Edwards implementation and infrastructure. Guidehouse is the prime contractor with ERP Suites proposed as a subcontractor. Guidehouse is a leading global provider of consulting services to the public sector and commercial markets, with broad capabilities in management, technology, and risk consulting. By combining our public and private sector expertise, we help clients address their most complex challenges and navigate significant regulatory pressures focusing on transformational change, business resiliency, and technology-driven innovation. Across a range of advisory, consulting, outsourcing, and digital services, we create scalable, innovative solutions that help our clients outwit complexity and position them for future growth and success. The company has more than 16,500 professionals in over 50 locations globally. Guidehouse is a Veritas Capital portfolio company, led by seasoned professionals with proven and diverse expertise in traditional and emerging technologies, markets, and agenda-setting issues driving national and global economies. For more information, please visit www.guidehouse.com. Guidehouse appreciates the opportunity to be considered for this important project and if selected, will provide the City of Denton with a team of professionals committed to your success. If you have any questions about our proposal, please contact Contracts Manager Virginia Boyd at (512) 402-3954, vboyd@guidehouse.com or me at (301) 928-7584, treynolds@guidehouse.com. Sincerely, Tamara Reynolds Partner, State and Local Government DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F Page 1 of 4 1.0 Scope Guidehouse will perform a JD Edwards EnterpriseOne tools release upgrade from 9.2.4.4 to 9.2.7 release. 2.0 Project Tasks Plan & Design In collaboration with the City, Guidehouse will establish detailed processes, timelines, and resources required to execute activities. Guidehouse will deliver an upgrade project plan and an updated architecture design with server specifications. Construct and Test This phase is focused on leveraging resources effectively to execute the project plan in a controlled environment. The technical foundation will be installed by Guidehouse on the Deployment server, Enterprise servers, Database, and JAS servers. We will upgrade development and prototype environments. Note: Custom environments/path codes would be additional effort/cost.  Install latest WebLogic 14c software (DV, PY & PS) – Configure settings – Configure server manager  Install Tools Release 9.2.7.X (DV, PY & PS) – Run ASI – Enterprise servers – JAS servers – Deployment server  Migrate JDE from 32-bit to 64-bit  Install AIS and Orchestrator  Install and Configure BSSV for development and production  Install and Configure OneView Reporting  Install & configure Oracle 19c database (DV, PY & PS)  Perform user/data conversion  Update & Install Current Visual Studio release.  Configure WebLogic SSL  Apply Update 7 and Fix Current Electronic Software Updates (ESU’s) DV, PY & PS  Implement Everest Single Sign on for JDE or upgrade and configure OAM  Assist in the installation and configuration of Vertex.  Build full packages for Development, Prototype & Pristine environments  Install Fat Clients DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F Page 2 of 4  Provide support throughout the construct and test phase  Configure Database Security and remove *PUBLIC  Perform functional testing and validation – approximately three (3) weeks of regression testing, validation and training When the City is ready to roll out the improvements to the organization, we will apply the tools release to the Production environment  Install latest WebLogic server software (PD) – Configure settings – Configure server manager  Install Tools Release 9.2.7.X (PD) – Run ASI – Enterprise servers – JAS servers – Deployment server  Install & configure Oracle 19c database (PD)  Apply Update 6 and Fix Current Electronic Software Updates (ESU’s) PD  Convert from 32bit to 64bit.  Implement Database Security  Build full packages for Production environment  Perform user/data conversion and conduct mock go-live to identify and resolve any outstanding issues and minimize disruption to your business  Provide support for post go-live activities Guidehouse will provide retrofitting and testing of tailored components as follows:  P564310 and P554210C – Majority of the work and testing  P564310 - Copy of P4310 with Mods - Cloud Contracts  P554210 - Copy of P4210 with Mods - Addition of Account number to Sales order  P55101SL Copy of P0101SL and hide a few things - SSN etc.  P4312, P0411, P4314 - Small changes for ScanMan retrofit.  F43121 - Table change 3.0 Price & Period of Performance The total price for the scope of services is $178,000. Guidehouse and the City will mutually agree to a billing schedule and period of performance. The refresh needs to be completed before the end of fiscal year 2023 (September 30, 2023). DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F Page 3 of 4 4.0 Required Resources 1. Guidehouse will need to work with the City’s technical staff, key decision makers and application owners. 2. The City will commit sufficient internal resources and personnel to support remote troubleshooting efforts by Guidehouse, as required. 3. For remote access, Guidehouse will need VPN (or similar) connectivity. 4. Full administrative access may be required to all JDE systems (Deployment servers, Database servers, Enterprise servers, JAS servers, CNC FAT clients). 5. Customer acknowledges that timely provision of and access to office accommodations, facilities, equipment, assistance, cooperation, complete and accurate information and data from your officers, agents, and employees, and suitably configured computer products are essential to the performance of any services as set forth in this SOW. 6. Guidehouse will not be responsible for any deficiency in performing services if such deficiency results from City’s failure to provide the full cooperation listed above. 5.0 Assumptions 1. Standing up new VMs or in-place upgrades of existing VMs will be the responsibility of Customer. 2. Third-party integrations will be identified before the project is started. Customer will be responsible for these integrations with the exception of the retrofitting described above. 3. Any change or omission in these assumptions, material additions or substitutions may impact fees. 4. Customer will provide all software applicable (unless otherwise stated or contracted) including Microsoft OS, Backup, Antivirus, Application, Oracle licensing, etc. 5. Customer will work with Guidehouse to implement a change request process. Guidehouse assumes any change from the original defined scope will be clearly documented and formally submitted in a change request. 6. Guidehouse is not responsible for overall project and/or time management. Guidehouse assumes the Customer will provide project management resources as they deem appropriate. 7. Customer and Guidehouse will be jointly responsible for communicating issues, opportunities and overall technical objectives which may affect the system configuration. 8. Customer’s current technical configuration will remain stable and Guidehouse will have remote access through VPN (or similar) connectivity. 9. Guidehouse is not responsible for any functional support, development, testing, object retrofitting, software interfaces or end-user training not listed in this statement of work. 10. This Statement of Work is based on our current understanding of the project. Actual hours worked will be billed. 11. Pricing does not include support for any hardware, application, or any other item not explicitly stated. DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F Page 4 of 4 12. For onsite support, rates do not include consultant travel expenses which will be billed monthly to the customer, at the actual expense incurred. Receipts are available upon request. 13. Guidehouse will perform the tasks and provide the deliverables specified in this document to the JD Edwards system including installation and upgrade of the technical foundation on the Deployment server, Enterprise servers and AIS/JAS servers (see “Project Tasks” below for a complete list); 14. Guidehouse will assist Customer with database and CNC tasks and activities. 15. Guidehouse will assist Customer Project Manager with overall project support and timeline and will be responsible for Guidehouse resource availability & scheduling. 16. Guidehouse will upgrade JD Edwards from 32-bit to 64-bit applications. 17. Guidehouse will replace OAM with Everest Single Sign on or upgrade OAM 18. Guidehouse is not responsible for any additional functional support, testing, or end-user training that is not specified in this statement of work. Formal training of technical staff and end-users is also considered out of scope but can be arranged with approved change request. Customer Responsibilities: Customer is responsible for the following list of activities (if applicable): 1. End-user training 2. Orchestration migration and testing 3. Provisioning Everest Single Sign on Software License if replacing OAM 4. Provisioning Virtual Machines for JD Edwards DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F File 8236 Exhibit D 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. Contractor 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/filinginfo/1295/ 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) The City 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. DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F File 8236 Exhibit E City of Denton Insurance Requirements Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A+ or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: o Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. o That such insurance is primary to any other insurance available to the Additional DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F File 8236 Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers except as to claims arising out of the acts or omissions of the City, its employees or agents. • Cancellation: Insurer shall endeavor to provide the City 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: 1. CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE Cyber/Technology Network Liability and Risk Insurance, inclusive of Information Security and Privacy (first and third party coverage) to provide coverage for any damage caused by a network risk, cyber act or breaches of data and privacy right, the rendering of, or the failure to properly perform professional services for, but not limited to, computer programming, management information systems, negligent system design, disclosure of confidential information, and copyright infringement with minimum limits with minimum limits of $2,000,000.00 per claim and $4,000,000 in the aggregate. DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government 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 176.00 1(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: A7846AE3-8A0E-4AED-9D2C-08A00B64841FExhibit F Guidehouse Inc. 5/12/2023 X X X Erin Hutchins X X CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: A7846AE3-8A0E-4AED-9D2C-08A00B64841F Certificate Of Completion Envelope Id: A7846AE38A0E4AED9D2C08A00B64841F Status: Completed Subject: Please DocuSign: City Council Contract 8236 - JDE Upgrade Services Source Envelope: Document Pages: 16 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 4/21/2023 4:19:04 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 4/27/2023 12:14:46 PM Viewed: 4/27/2023 12:19:20 PM Signed: 5/2/2023 4:06:16 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/2/2023 4:06:18 PM Viewed: 5/2/2023 5:00:38 PM Signed: 5/2/2023 5:01:46 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/2/2023 5:01:49 PM Viewed: 5/5/2023 5:56:06 PM Signed: 5/5/2023 5:56:59 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Erin Hutchins ehutchins@guidehouse.com Partner Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 52.141.173.166 Sent: 5/5/2023 5:57:02 PM Resent: 5/9/2023 2:03:49 PM Viewed: 5/12/2023 2:03:09 PM Signed: 5/12/2023 2:07:23 PM Electronic Record and Signature Disclosure: Accepted: 5/8/2023 2:10:55 PM ID: 50acec76-0e8b-4ae5-8597-f1903459768c Signer Events Signature Timestamp Shannon Mejia Shannon.Mejia@cityofdenton.com Deputy Technology Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 35.150.13.128 Sent: 5/12/2023 2:07:26 PM Viewed: 5/12/2023 2:29:56 PM Signed: 5/15/2023 8:21:13 AM Electronic Record and Signature Disclosure: Accepted: 5/12/2023 2:29:56 PM ID: 516904aa-0cb8-4abf-af0c-b378b1e988bc Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 5/15/2023 8:21:19 AM Viewed: 6/7/2023 7:48:10 AM Signed: 6/7/2023 7:48:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/7/2023 7:48:50 AM Viewed: 6/7/2023 7:49:29 AM Signed: 6/7/2023 7:49:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/7/2023 7:49:44 AM Viewed: 6/7/2023 9:01:29 AM Signed: 6/7/2023 9:51:03 AM Electronic Record and Signature Disclosure: Accepted: 6/7/2023 9:01:29 AM ID: d378a1b8-882a-438e-bec4-202bc34f76e0 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 5/2/2023 4:06:19 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 5/15/2023 8:21:17 AM Viewed: 5/15/2023 8:29:47 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/7/2023 9:51:06 AM Viewed: 6/7/2023 9:56:04 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign James Barnes Jim.Barnes@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/7/2023 9:51:07 AM Viewed: 6/7/2023 10:07:50 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Stephanie Padgett Stephanie.Padgett@cityofdenton.com TS Administration Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 6/7/2023 9:51:08 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Virginia Boyd vboyd@guidehouse.com Security Level: Email, Account Authentication (None) Sent: 6/7/2023 9:51:09 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/27/2023 12:14:46 PM Envelope Updated Security Checked 4/27/2023 12:21:43 PM Envelope Updated Security Checked 4/27/2023 12:21:43 PM Certified Delivered Security Checked 6/7/2023 9:01:29 AM Signing Complete Security Checked 6/7/2023 9:51:03 AM Completed Security Checked 6/7/2023 9:51:09 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 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Erin Hutchins, Shannon Mejia, Jesus Salazar How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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