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2010-046
ORDINANCE NO. 2010-046 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND MARKETSPHERE CONSULTING, LLC FOR IMPLEMENTATION OF A JD EDWARDS FIXED ASSET AND JOB COST FUNCTIONALITY SOFTWARE MODULE IN THE JD EDWARDS FINANCIAL SYSTEM; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE (RFSP 4442—JD EDWARDS FIXED ASSET IMPLEMENTATION AND INCREASED JOB COST FUNCTIONALITY AWARDED TO MARI4CETSPHERE CONSULTING, LLC IN AN AMOUNT NOT TO EXCEED $252,340). WHEREAS, the professional. services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. The City Manager is hereby authorized to enter into a professional service contract with MarketSphere Consulting, LLC, to provide professional consulting services for implementation of a JD Edwards Fixed Asset and Job Cost Functionality software module in the JD Edwards financial system, a copy of which is attached hereto and incorporated by reference herein. SECTION II. The City Manager is authorized to expend funds as required by the attached contract. SECTION III. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION IV. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,..-, ,2010. 1 M RK .BURS UG ,MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: 4 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: y . 3-ORD- e 4442 PROFESSIONAL SERVICES AGREEMENT FOR R.FS P- 4442 JD EDWAR.DS FIXED ASSETS IMPLEMENTATION AND INCREASED JOB COST FUNCTIONALITY STATE OF TEXAS § COUNTY OF DENTON ' THIS AOREEMENT is made and entered into as of the � day of J5�0 L y,.6,r!6Z 2010, by and between the City of Denton, Texas, a Texas municipal corporation, ith its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OV NER" and MarketSphere Consulting, LLC, with its corporate office at 6860 North Dallas Parkway Suite 550 Piano, Texas 75024 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 EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to performs the services herein 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, JD Edwards Fixed ,Asset Implementation and Increased Job Cost functionality ARTICLE H SCOPE OF SERVICES The CONSULTANT shall perform the following set -vices in a professional manner: The CONSULTANT shall perform all those services as necessary and as described in the OwNER.'s RFSP 4442-- JD Edwards Fixed Asset Implementation and Increased .lob Cost Functionality, which is on file in the office of the Purchasing Agent as Exhibit "A" and is incorporated by reference as if set forth fully herein. A. To perform all those services set forth in CONSULTANT's amended Proposal for Professional Services dated Thursday, January 21, 2010, which proposal is on file in the office of the Purchasing Agent as Exhibit "'B" and is incorporated by reference as if set forth fully herein. B. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terns and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon 'Issue of a notice to proceed by the OWNER, and shall remain to force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee, ARTICLE IV COMPENSATION A. COMPENSATION TERMS: l . `Subcontract Expense" is defined as expenses 'Incurred by the CONSULTANT in employment of others in outside firms for services in the nature of "to be determined". 2. "Direct Non -Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communisations, 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 "B" which is attached hereto and is 41 incorporated by reference as if set forth fully in this Agreement, Exhibit B or other similar documents that may be executed by OWNER and CONSULTANT will contain all pertinent hourly rates or fixed fee arrangements (if appropriate). The "Project Arrangements" are'Included in Exhibit B. Partial payments to the CONSULTANT will statements rendered to and approved by the designee; however, under no circumstances exceed the value of the work performed a OWNER may withhold the final five per completion of the Project, Page 2 be made on the basis of detailed monthly OWNER through its City Manager or his shall any monthly statement for services the time a statement is rendered. The ;ent (5%) of the contract amount until 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 shalt 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 any additional services without obtaining prior written authorization from the OWNER. C. PAYMENT; If the OWNER fails to make undisputed payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, prompt payment act interest as set forth in Chapter 2251 of the Texas Government Code shall be paid on the amounts due the CONSULTANT. In addition, the CONSULTANT may, if it has not received payment by the thirty --first (3 I ") day after receipt of invoice, after giving ten (10) 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, provided, however, nothing herein shall require the OWNER. to pay prompt payment act interest if the OWNER has a bona fide dispute with the CONSULTANT concerning the payment or if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation," OWNER must promptly notify CONSULTANT in writing if any work is determined to be unsatisfactory or if there is a bona. fide dispute. ARTICLE V 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 VI OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER. upon the termination of this .Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER. uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. Page 3 ARTICLE VII 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 VIII INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER. and its officers, 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 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 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 claims 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 the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Comm iss ion or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. ,Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $ l ,000,000 annual aggregate. Page 4 E. The CONSULTANT shall furnish insurance certificates or insurance policies at the OwNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE X ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation. No mediation arising out of or relating to this Agreement may proceed without the agreement of both parties to submit the dispute to mediation. The location for the mediation shall be the City of Denton, Denton County, Texas unless a different location is agreed to by the parties. 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 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 thirty (30) 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 lv "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. Page 5 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. CONSULTANT retains design responsibility and liability at all times during this Agreement and after completion of this Agreement, 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: MarketSphere Consulting, LLC Director of Corporate Services 1125 S 103'd Street, Suite 400 Omaha, NE 68124 To OWNER: City of Denton Bryan Langley, Director of Finance 215 East McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whore such notice is given, or within three (3) days' mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement, consisting of 15 pages and four exhibits, constitutes the complete and final expression of the 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 S E VERABILIT'Y' 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, Page 6 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 they 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, colon religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIII 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. C, in those instances deemed necessary by the OWNER, the CONSULTANT, its employees and/or its Sub -consultants shall be required to submit to background checks. ARTICLE xIx ASSIGNABILITY The CONSULTANT shall not assign any of its scope of work under in this Agreement, and shall not transfer any of its scope of work under this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. Should the CONSULTANT assign any part of the monies due under this Agreement, CONSULTANT is required to provide written notice of the same to OWNER. Any assignment of monies due under this Agreement shall not change any of the terms or conditions of this Agreement to include but not limited to the terms and conditions for payment under this Agreement. Page 7 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 X I MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: (list exhibits) B. CONSULTANT agrees that OWNER shall, until the expiration of five (5) years after the final payment or after final completion of all work required under this Agreement, whichever is longer, have access to and the right to examine any directly pertinent books, documents, papers, correspondence, to include e-mails, and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT is required to maintain and make available all electronic records associated with this Agreement for purposes of examination. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. This paragraph shall work in conjunction with the Audit provision set forth in Article XXII. C. venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D, For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Greg Davis. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its flan to perform the services required herein. CONSULTANT understands that OWNER is to be informed of the removal or loss of any of the key persons working under this Agreement. CONSULTANT also agrees to provide the OWNER with notice of the narne(s) of who it intends to replace the key person. OWNER shall have a right to reasonably reject any replacement key person(s) and CONSULTANT agrees to name a replacement key person(s) acceptable to the OWNER. E. 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 Page 8 the provisions hereof. In accomplishing the projects, CONSULTANT shall tape such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F. The OWNER. shall assist the CONSULTANT by placing at the CONSULTA.NT'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, O. 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. ARTICLE XXI I RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the boobs, records and computations pertaining to this agreement. The CONSULTANT shall retain such boobs, 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 Dept 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 CONSULTANT 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 t % or greater. If an overpayment of I % or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONSULTANT 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 "boobs", "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. Page 9 IN ''FITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTA T has executed this Agreement through its duly authorized undersigned officer on this the j' day of rez 2010. CITY OF DENTON.) TEXAS tl GEO C, CAMPBELL} 61TY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY F BY* APPR ED A O LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CONSULTANT WITNESS: BY: �GtCG— CITY OF DENTON INSURANCE REQUIREMENTS FOR CONSULTANTS/CONTRACTORS The offeror'slBidder4's attention rs directed to the insurance requirements below, It is highly recommended that offerors/nidders confer with their respective insurance carriers or brokers Is to determine in advance of its proposal or hid submission the availability of insurance certificates and en dors em en is as pr+escrih ed and provided herein. If an offerorlapp aren t low bidder fails to comply strictly with the insurance requirements, that offerorlbfdder may be disqualified from award of the contract. Upon award, all insurance requirements shall hecome contractual obligations, which the successful offerorlbidder shall have a duty to mare tarn throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the ConsrdtantlContractor, the Co.nsultantlContractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, G�vner, the minimum insurance coverage as indicated here rnaf 'ter. As soon as practicable after notification of award, C'onsultantlContractor shall file with the Put -chasing Department satisfactory certificates of insurance, containing the proposallbid number and title of the project. ConsultantlContractor may, upon written request to the Purchasing Department, ask for clarification of ` any insurance requirements at any tune; however, ConsultantslContractors are strongly advised to make such requests prior to proposallbid opening, since the insurance requirements may not be modified or waived after proposallbid opening unless a written exception has been submitted with the proposallbid. C'onsultantlCon tractor 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 wath the following general specifications, and ,shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, f s'o noted - Each 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. Any deductibles or self -insured retentions shall be declared in the proposal or bid. 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 Con sultantlContractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. o Liability policies shall be endorsed to provide the following. - Page I I +� 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. Cancellation: City requires .30 day written notice should any of the policies described on the certificate be cancelled or materially changed he� f ore the expiration date. +� Should any of the required insurance be provided under a claims -made form, Consultant/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 Consultant/Con-tractor shall either double the occurrence iirnits 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. Page 12 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_j A. General Liability Insurance: General Liability insurance with combined single limits of not less than S500,000.00sliall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies, If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: 0 Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage S shall include personal injury. Coverage C, medical payments, is not requ4. ired. If the Comprehensive General Liability form [ISM] 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. LXJ 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 operations 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: 0 any auto, or 0 all owned, hired and non -owned autos, LXJ 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 I in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same Insurance company that carries the Contractor's liability insurance, Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. LJ Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required, LX I Professional Liability Insurance U u Professional liability insurance with limits with respect to negligent acts, errors or services is required under this Agreement. Builders` Risk Insurance not less than $1,000,000 annual aggregate 11 omissions in connection with professional 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. Page 14 [_] 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. Page 15 CONFLICT OF INTEREST QUESTIONNAIRE FORM C1� For vendor or otherperson doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFI CE USE ONLY This questionnaire is being fled in accordance with chapter 176 of the Local Government Code by a Date Received person who has a business relationship as defined by Section 176.001(1-a) with a focal governmental entity and the person 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 person becomes aware of facts that require the statement to be filed. See Section 176.066, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Mass C misdemeanor, 17 Name of person who has a business relationship with local governmental entity. EF 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 7"' business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each ❑dicer with whom the filer has an employment or other business relationship as defined by Section 176.001(1~a), Local Oovemment 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 filer of the questionnaire? 0 Yes No 8, is the filer of the questionnaire 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? 0 Yes 0 No C. Is the file` 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 10 percent or more? Yes 0 No D. Describe each affiliation or business relationship. E Signature of person doing business with the governmental entity Date Adopted OW9/2007 Page 16 ■ri rrrrtaxxae■ R t ! # a i 1 ■ ■ ! i r r r r Y ■ Y ■ = t t s s • F • r ! 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L . co :. .. cvi Cl) . . .... ..... ..... . . .... . . ........ .. . .. . . .... . . . . . .... . ....... ..... . . . .. .. .. . ... . ..... .... ..... . .. ...... ... ... . ... .. ......... . . .. .. . . . ... .... .. .. . . . .... .. ... ... .. .. .... .. ... ....... . . .. . .... ... . ...... . .... .. ... .... . . .......... . .. . .. . ..... .. ..... .. . .... .. .. .... .. .. .. .... . ... .......... .. . ... .... . .. . .. ...... ... .. . . ...... . .. . .. ... ..... . . .. .. .... ... .... .... . . .. .. .. . . .. . . ... ........ ...... . . .... .. .... . ... ... .. . .... ... . ... ... .... .. .. ... . .... . Project Arran ements and Billinci. Schedule MarketSphere's fees for the activities described in this agreement will be billed on a time and materials basis, plus actual out-of-pocket expenses. Out-of-pocket expenses (including transportation, hotels,, meals, etc.) will be billed at the actual amounts incurred not -to -exceed $22, 040. MarketSphere will bill in accordance with the following billing schedule: r g C or p;ion Siin + aI s a#� March Billing Actual hours incurred, plus expenses March 30, 2010 April Billing Actual hours incurred, plus expenses April 30, 2010 May Billing Actual hours incurred, plus expenses May 31, 2010 ,tune Billing Actual hours incurred, plus expenses June 30, 2010 July Billing Actual hours incurred, plus expenses July 31, 2010 August Billing Actual hours incurred, plus expenses August 31, 2010 September Billing Actual hours incurred, plus expenses September 30, 2010 October Billing Actual hours 'incurred, plus expenses October 31, 2010 Change Order Process During the project either party may request, 'in writing In a form substantially similar to MarketSphere's standard form of change order (see form attached hereto), additions, deletions, or modifications to the scope or nature of the Services described in this Statement of work (all referred to hereinafter as "changes"). MarketSphere shall have no obligation to commence work in connection with any Change until the fee and/or schedule impact of the change is agreed upon in a written change order signed by both MarketSphere and Client. Upon a request for a change, MarketSphere shall submit a proposal to Client on MarketSphere's standard change order farm (orin a form substantially similar to MarketSphere's standard change order form attached hereto) describing the Changes, including, as applicable, the Impact of such Changes on schedule and fees and expenses. within 5 days of receipt of the proposed change order, Client shall either indicate its acceptance of the proposed Changes by signing the change order or advise MarketSphere not to perform the Changes, in which event MarketSphere shall proceed with the original services. The foregoing notwithstanding, if MarketSphere, at the request of or with notice to Client, performs work that is not covered by this statement of work or that exceeds the scope of Services described 'in this Statement of Work, such work shall be deemed Services provided pursuant to this statement of Work, for which Client shall compensate MarketSphere at the same rates as those described in this Exhibit. am marketSphere Consultinf. Statement ofWork LChange Order Number [date] [Client contact name] [complete legal name of Client entity] [Client address] Dear [Client contact name]: This Change order, including any appendices, schedules, and/or attachments, documents changes to the statement of Work between Marketsphere Consulting, LL C ("MarketSphere") and [Client's complete legal name) ("Client") dated , 200 , including any prior change Order(s) or amendments thereto (the "statement of Work"), This Change order constitutes the entire understanding and agreement between Client and Marketsphere with respect to such changes, supersedes all prior oral and written communications with respect to such changes (including, but not limited to, written change requests), and may be amended, modified or changed only in writing when signed by both parties. The section(s) of the Statement of Work set forth below is/are hereby amended, effective as of the date first written above, by adding at the conclusion of the respective section(s) the following text: Project scope and obiectives [describe any changes to this section here or, if there are none, delete this form field along with the section label immediately above] Markets here services and ryes onsibilities [describe any changes to this section here or, if there are none, delete this fora field along with the section label Immediately above] Deliverables [describe any changes to this section here or, if there are none,. delete this form field along with the section label immediately above] cce lance (describe any changes to this section here or, if there are none, delete this form field along with the section label immediately above] Client Responsibilities [describe any changes to this section here or, if there are none, delete this form field along with the section label immediately above] Project Assumptions [describe any changes to this section here or, if there are none, delete this form field along with the section label immediately above] Project Approach [describe any changes to this section here, including the impact any other changes herein will have on schedule, or, if there are none, delete this form field along with the section label immediately above] Staffln [describe any changes to this section here or, if there are none, delete this form field along with the section label immediately above) Fees &Expenses [describe the impact that any changes above will have on fees and expenses or, if there is none, delete this form field along with the section label immediately above] Except; as expressly modified herein, all other terms and conditions of the Statement of Work and the Standard Business Terms remain unchanged. Please indicate your agreement to these arrangements by signing and returning to MarketSphere the enclosed copy of this Change Order. Very truly yours, NIARKETSPHERE CONSULTING, LLC m Officer Acknowledged and Accepted. [CLIENT'S COMPLETE LEGAL NAME] By: Title: Date;