2011-230ORDINANCE NO. 2� 11-230
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTR.ACT WITH
MARKETSPHERE CONSULTING, LLC TO PERFORM A JD EDWARDS (JDE) SOFTWARE
APPLICATION UPGRADE FROM VERSION 8.11 TO 9.X; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR AND PROVIDING AN EFFECTIVE DATE (RFP 4762-
JD EDWARDS 9.X UPGRADE SERVICES FOR THE CITY OF DENTON AWARDED TO
MARKETSPHERE CONSULTING, LLC IN THE AMOUNT OF $295,500.00).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the purchase of JD Edwards software application upgrade in accordance with the procedures of State
law and City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION l. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the "Request Proposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFSP
NUMBER CONTRACTOR AMOUNT
4762 MarketSphere Consulting, LLC $295,500
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards, quantities and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. Should the City and person submitting approved and accepted items and of the
submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is hereby
authorized to execute the written contract; provided that the written contract is in accordance with
the terms, conditions, specifications, standards, quantities and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under the RFP 4762 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the � day of % ����2011.
�
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�
B
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�_.
BY: ' '`
Contract # 4762
JD Edwards 9.X Upgrade Services
for the City of Denton
CONTR.ACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND MAR._KFTSPHERE CONSULTING, LLC
!
THIS CONTRACT is made and entered into this �� � day of �1� A.D., 2011,
a co o tion whose address
by and between MARKETSPHERE CONSULTING, LLC rp ,
is 114 W 11� Street Kansas Citv, MO 64105, 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 or services in accordance with the Supplier's proposal in
response thereto, a copy of which is attached hereto and incorporated herein for all purposes as
Exhibit "D". The Contract consists of this written agreement and the following items which are
attached hereto and incorporated herein by reference:
(a) City of Denton Contract # 4762 including:
(b) Pricing section
(c) Scope of Work and Services
(d) Payment and Perfortnance Requirements
(e) Standard Terms and Conditions
( fl Contractor pocumentation from Solicitation
These docuxnents 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 docu.ments in the order in which
they are listed above. These documents shall be referred to collectively as "Contract
Documents."
IN VVITNESS WI�REOF, the parties of these presents liave executed this agreement in the y�a�•
and day fust above written.
ATT T;
� �
���/I SS� �� � 01A�� h 1 I�
APPROVED AS TO FO�M:
�--� ZTA BURGESS, Y A ORNEY
��
v
CONTRACTOR
� C��U I�, N
l'� Uv ��-� S � t� �7�U
�1s ' �J u i �
MAYLiNG ADDRESS
�I l� . ���f . U �UC�
PHONE NUMBER
���v.��(1. ��
FA� NU11�B�R.
BY: r���
TITLE
Ch�,rs (�n►�.u�,
PRiNTED NAME
(SEA�,)
MELISSA R. SUTPHIN
Notary Public-Notary Seal
State of Missouri, Ray Caunty
Commission # 10480533
Commission Expires Aug 25, 2014
Contract # 4762
Term of Contract and General
Requirements
CITY OF DENT�N
RFP 4762 FOR JD. EDWARDS UPGRADE S�RVICES
Section (
General
I. INTRODUCTION
In accordance with the provisions of Texas Local Govemment Code, Chapter 252, The
City of Denton (the City) is requesting proposals to contract with an individual or
business with considerable experience in providing goods or services of this RFP. The
proposals and the cost solutions shall be submiited to the City of Denton in a sealed
submission, in accordance with Texas Local Government Code 252.0415 and 252.042.
The awarded individual or business shall possess a proven track record of using
i�ovative approaches to providing goods and services that represent the best value to
their clients. The awarded individual or business shall lxave the ability to accomplish aIl
aspects of the requested services. The selected individual �r contractor should be able to
provide innovative methods to deal with municipal challenges, and cost effective
solutions.
Tlte Cit�� of Denton is exenrpt from Federal Exeise a�td State Sales Ta�
A. COMMUNITY PROFILE
Denton, Texas is a Main Street City in the North Texas region. Established zn 1857,
Denton is the county seat of Denton County and was named for John B. Denton. Denton
is unique in compositian; the city is comprised of over 92 square miles which radiate out
in all directions from the downtoum core. In addition to the unique physical
composition of the city, there is a unique character to the City. It is comprised of a
diversity of neighborhoods and land uses that range from historical residential and
commercial districts to new residential subdivisions and industrial complexes to
greenbelt areas and newly annexed rural areas. There are several active industries
operating within the City limits, including highly disputed gas well drilling, production,
and transmission. Denton is home to two state universities, the Universiry of North
Texas, and Texas Woman's University, and two regional hospitals, The City i.s
traversed by state highways, rail lines, and Interstate 35 E& W. This summer Denton
County Transportation Authority (DCTA) will begin operation of a passenger rail
service that will run from downtown Denton to the City of Carrollton, where passengers
may transfer to the Dallas Area Rapid Transit (DART) system and continue travelling
by rail within the Metroplex region. The rail service will be accompanied by the
opening of two rail stations in Denton.
B. BACKGROUND
The City of Denton has experienced significant growth over tbe past few years and
significant utilization of goods and services to meet the ever growing needs of a vibrant.
community has driven the need to obtain long term commitments to supply materials
and services. The City desires an innovative solution that ensures a successful approach
to provide goods and services; and allows for fluid responsiveness to upcoming changes
PAGE 3 OF R�P #4762 Respondent's Initials—��' °—
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
— both anticipated and unforeseen. The use of techaologica] opportunities throughout
the service delivery is encouraged.
Z. MINIMUM SUBMISSION REQUIREMENTS
The following minimum requirements rnust be demonstrated in order for the submission
to be cousidered responsive to the City of Denton. Any proposal received, which is
determined to not meet these mandatory requirernents shall be unmediately disqualified
and rejected as non-responsive.
� Must be able to provide minimum expert consulting roles as outlined in the RFP
Please detail project personnel and experience that complies with RFP requirements
on page eight (S).
• Must have experience in at least three (3) JDE upgrades from S.l 1 to 9.X. Please
detail on attachment F.
• Must be able to demonstrate a minimum of eight (8) years of established JDE
implementations and or upgrades, and be able to provide a multi-disciplinary staff of
a size sufficient to perform the services identified within the scope of work. T'he
disciplines of staff must include:
1. JD Edwards and �racle implementations,
2. Certified JDE Partner or Va1ue Added Reseller (VAR),
3. IT consulting for governmental agencies,
4. CNC subject experts,
5. Application development, and
6. The overall project manager must have system design,
implementation, and upgrade experience.
Please provide written detail of contractor's ability to meet these requirements.
• The Proposing cornpany doing the upgrade must be registered by the State of Texas
or the County of Denton, to provide any services which may be required and the
compa.ny must have all licensure required by the State to provide any services
required.
Certificate of Status — Issued by the Texas Secretary of State
A"certificate of status" is a certificate issued by the secretary of state that serves as
official evidence of an entity's existence or authority to transact business in Texas, A
certificate of status provides a statement of an entity's staius, as well as the entity's
current legal natne and date of formation or registration. How da I obtain information
about filing with the State of Texas, or obtaining copies or certificates from the
Secretary of 5tate? Webpage: http'//w«w sos.state_tx.us/corn/copies.shtml; Phone
512-463-5578; ox email eoipcert@sos.state.tx.us
PAGE 4 OF RFP #4762 RespondenYs lnitials��
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
Certif cate of Account Status — Issued by the Texas Comptroller' of Public
Accounts
Information about certificates of aecount status is available from the State of Texas
Gomptroller's Office. A Certificate of Account Status is utilized to determine
whether a taxable entity doing business in Texas is in good standing with its franchise
ta� reports and payments. A Certificate of Account Status may be required in order to
conduct real estate or financial transactions in Texas. To cbeck existing account
status, utilize this webpage: llttus•//ourcua c�a state tx us/coa/Index.html,
3. CONTRACT TERM
It is the intention of the City of Denton to award a contract for JD Edwards Upgrade
services for an initial one (1) year period. The City and the Awarded Contractor shall have
the option to renew this contract for an additional two (2) one-year periods, for potential on-
going support or rnaintenance of the solution, and potential additional services that may be
necessary. 5ervices undertaken pursuant to this RFP will be required to commence within
fourteen (14) business days of delivery of a Notice to Proceed. The services shall be
accomplished per the Scope of Work and 5ervices as identified in Section N and the
5chedule of Events as outlined in Section VI.
The Contract shall commence upon the issuance of a Notice of Award by the City of
Denton and shall automatically expire on October 1 st, 2012, with options for renewal �or
two (2} additional one-year periods. At the sole option of the City of Denton, the Contract
may be further extended as needed, not to exceed a total of six (6} months beyond the two
(2) year extension period.
Renewal Periods:
15� Renewal —10101/12 — 9/30/13
2°a Renewal — 10/01/13 — 9/30/14
4. PRICING
Pricing �s firm and fixed for the duration of the contract, as indicated in exhibit one (1).
5. PRICE ADNSTMENTS
Price adjustxnents are not allowed,
b. SUBSTITUTIONS
Substitutions are not permitted without the written approval of The City of Denton
Purchasing Department.
PAGE 5 OF RFP #4762 Respondent's Initials��v'
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
7. DISQUALIFICATIONS
Any terms and conditions attached to a solicitation will not be considered unless
specificallyreferred to on a solicitation and may result in disqualification. Any proposals
that do not clearly outline all qualifications may be disqualified.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
The contractor will indemnify, defend and hold hannless the City of Denton, and its
authorized users, against any action or clainn brought against the City of Denton, or its
authorized users that is based on a claim that soflware infringes any patent rights,
copyright rights or incorporated misappropriated trade secrets. Contractor will pay any
damages attributable to such claim that are awarded against the City of Denton or its
authorized users, in a judgment or settlement. If the City of Denton or its authorized
users' utilization of the soflware becomes subj ect to a claam, or is likely to become
subject to a claim, in the sole apinion of the City of Denton, or its authorized users, the
Contractor shall, at its sole expense {1) procure for City of Denton or its authorized users,
the right to continue usin.g such software under the terms of this Contract; or (2) replace
or modify the software so that it is non-infringing.
9. RIGHTS TO DATA, DOCUIVIENTS, AND COMPUTER SOFTWARE
tGpVERNMENTAL ENTITY OWNERSHIP)
Any software, research, reports studies, data, photographs, negatives or other docuznents,
drawings or materials prepared by contractor in the performance of its obligations under
this contcact shall be the exclusi�e property of the City of Denton and all such materials
shall be delivered to the Cityby the contractor upon completion, termination, �r
cancellation of this contract. Contractor rnay, at its own expense, keep copies of a11 its
writings for its personal files. Contractor shall not use, willingly allow, or cause to have
such materials used for any purpose other than the performance of contractor's
obligations under this contract Rrithout the prior written consent of the City; provided,
however, that contractor shall be allowed to use non-confidential materials for writing
samples in pursuit of the work.
The ownership rights described herein shall include, but not be limited to, the right to
copy, publish, display, transfer, prepare derivative works, or otherwise use the works.
10. ADDING NEW SERYICES TO THE CONTRACT AFTER A�'4'ARD
Following the Contract award, ADDITIONAL products of the same general categvey that
could have been encompassed in the award of this contract, and that are not already on
the contract, may be added. A formal written request may be sent to successful
Contractor (s) to provide a proposal on the additional services and shall submit proposals
to the City of Denton as instructed. AIl prices are subject to negotiation with a Best and
Final Offer ("BAFO"). The City of Denton may accept or reject any or all pricing
proposals, and may issue a separate RFP or IFB for the products after rejecting some or
all of the proposals. The commodities and services covered under this provision shall.
conform to the statement of work, specifications, and requirements as outlined in the
PAGE 6 OF RFP #4762 R�spondent'�s Initials2Jo-�
CITY OF DENTON
R�P 4762 FOR JD EDWARDS UPGRADE SERVICES
request. Contract changes shall be made in accordance with Texas Local Government
Code 252.048
11. COOPERATIVE PURCHASING / PIGGYBACK OPTION
N/A
PAGE 7 OF RFP #4762 RespondenYs Initials�
Contract # 4762
Pricing
: M�rke#S�here
�ctober 28, 2011
Elton D. Brack, MBA, CTPM, CTCM, C.P.M.
Manager, Materials Managemgnt and P�rchasing
901-8 7exas Street
Denton, TX 76209
Re: RFP 4762 — Best and Fina) Offer
Dear Mr. Brock:
We were excited to hear of our selection as a fina(ist for the JD Edwards upgrade project. We
have included your follow-up questions below in italics with our response to each question
immediately following:
Solicitation 476� was indicated to be firm, fixed price,ror delivery of the identified
turn-key services. It is apparent that pricing for these requirements have varying
d�erences among the selected finalists. The City ofDenton hereby wishes to
negatiate with the selected ° znalists " to obtain a Best and Final Of�erfor the
requested services. Please review your preuiously submitted pricing and provide a
best and final o,�`'er for the final evaluati�n process, u�ilizing the attached excel
pricing sheet.
We have evaluated the estimated Ievel of effort related the JD Edwards upgrade project
following our orals presentaHon and have not identified a need to adjust the work level of
effort or resource mix to successfully complete the upgrade. The estimated hours
inciuded in our proposal presentation reflect a sign�cant rate reduction aompared to
previous engagements that we have conducted for the City of Denton. As a result, we are
not rev(sing our pricfng for fhe project. However, we have made revisions to the "Cast of
Additional Services". We have enclosed the Best and Final Offer spreadsheet as part of
our response.
• Additional, please deir�il the warranty period for these services, witli a clear
explanation and tivhai the City can expect to receive x�ith regards to ensuring the
services that are delivered, are maintained far a defned period of time.
We have included below the standard MarketSphere warranty language, We have made
adjustments to the language based on specific client situations. Desired changes should
be submitfed to me for review by fegal.
(a) MarketSphere warrants that the Services shall be perFormed with reasonable ca�e in a
diligent and competent manner. Marke#Sphere's sole obligation shall be to carrect any
• MarkstSphere Consuili�g, LLC
i i4 W. t i' SUeet, Suile 70Q � Kansas Cily, htp 64 i 05 • 688.$32,3002 • www.m�ticeiS{�lteracom
non-caniormance with this warranty, provided that Cifent gives MarketSphere written
noEice within thirty (30) days aftsr the Services are performed or successfu! completion of
the acceptance test plan, if applicable.
(b) MarketSphere does not wanant and is not responsible for any khird party products or
se+vices. Client's sole and exclusive rights and remedies wifh respecf to any third party
products or senrices are against the third party vendor and nat against MarketSphere. To
the extent Ciient requests MarketSphere's assistance in identifying, troubleshooting, or
reso(ving issues with third-party products, MarketSphere will perForm such seraices in
addii�on to the Scope outlined in this arrangement and Clie�t will be responsible for such
charges, regardless of whether relief or remedy is received by the affecting third pa�ty.
{C) THIS IS MARKETSPHERE'S QNLY WARRANTY CONCERNfNG THE SERVICES
AND ANY D�LlVERABLE, AND IS MADE EXPRESSLY IN LIEU QF ALL OTHER
WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIEp, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-IMFRINGEMENT, OR FITNESS
FOR A PARTICULAR PURP4SE, OR OTHERINISE.
• In yourproposal costs, you did not address early payment discaunfs. The Crty's
staridard payrrtent terms are net 30, after receipt and acceptance of a valid
invoice. Please diseuss and address.
MarlcetSphere's standard terms are also 30 days and we rarely enter into discounted
payment terms. We did not originally include a discount schedute due to our standard
terms and ha�e not included in our response as the question indicated the City of
Denton's standard terms are net 3Q. If disco�nted terms are �equired by the City of
Denton, we will reevalua#e and provide a discount schedule.
� YYould your firm be interested in ACH payments? Please discuss.
MarkekSphere would prefer to receive payment via ACH rather than check.
MaricstSphere values the reiationship with the City of Denton and will work as a partner to resolve
concerns that may exist regarding the above responses or flur proposal to assist with this
important project. If you would like ko discuss our responses to your questions or the averall
project, please contact rne at (913) 568-391�4.
Best Regards,
�,��'�
Greg Davis
Practice Directar
Enclosure
RFP 4762
October 28th, 2011
JD EDWARDS UPGR.ADE SERVICES - BAFO
- c
Principal Place of Business
1 IEA IPhase I as detailed in Section II, Subparagraph A
Pro osed Date if can not meet re uired schedule of 1/16/2012:
2 EA Phase II as detailed in Section II, Subparagraph A
Pro osed Date if can not meet re uired schedule of 2/27/2012:
3 EA Phase III as detailed in Section II, Subparagraph
A
Pro osed Date if can not meet re uired schedule 3/19/2012:
4 EA Phase IV as detailed in Section II, Subparagraph
A
Proposed Date if can not meet required schedule 5/15/2012:
Total Cost of Service for Upgrade Project, Phase I, II, III, and IV
Cost of Additional Services
ITEM Description
5 Consulting Hourly Rate
YEAR 1
YEAR 2
YEAR 3
TOTAL
6 Consulting Project Manager Hourly Rate
YEAR 1
YEAR 2
YEAR 3
TOTAL �
7 Consulting Systems Setup Hourly Rate (i
YEAR 1
YEAR 2
YEAR 3
TOTAL
TOTAL Cost of Additional Services
Exhibit 2
Tab 2- Exnedited Pa_yment Discounts
1 V/�LO/ 11 ;
� 9l�2/11
MarketSphere MarketSphere
Consulting, LLC Consulting, LLC
Kansas City, Kansas City, MO
MO
$73,875.00 $73,875.�0
Network
$73,875.00
$73,875.00
$73,875.00
sz9s.soo.00
$160.00
$160.00
$160.00
$480.00
$160.�0
$160.00
$160.00
$480.00
$130.00
$130.00
$130.00
$390.00
$73,875.00
$73,875.00
$73,875.00
$160.00
$150.00
$150.00
$160.00
$150.00
$150.00
- CNC)
$125.00
$120.00
$115.00
_.. _ _ _ __
Invoice Paid in 20 days 0.00% 0.00%
Invoice Paid in 15 days 0.00% 0.00%
Invoice Paid in 10 davs 0.00% 0.00%
Exhibit 1
, RFP 4762 Pricing Sheet for JD EDWARDS UPGRADE SERVICES
The respondencshal! complete the following sedion, which dlrectly corresponds to Section I! -Scope of Services, and Section v, Poymeni and Performance
Requirements. The controccorsha!! notmoke changes to this format.
Services Proposal Pricinq:
fTEM I 110M
■
�
�
�
of Product/Service Requested
EA Phase I as delailed in Seotlon �I, Subparagraph A
EA Phase II as dalailed In 5ection II, Subparagraph A
EA Phase III as delailed in Seclion II, Subparagraph A
EA Phase IV as delailed In 5eclion II, Subparagraph A
Total Cost of Service for Upgrade Praject, Phase I, II, Itl, and IV
Cost of Additlonal Services
"r "' "C"""' proposed Date ff
requested can not meet
completion requlred
schedule schedule:
of Service
73875
295500
ITEM YEAR 1 YEAR 2 YEAR 3 TOTAL
5 Consulting Hourly Rate $160.00 $160.00 ' $160.00 $480.00
8 Consulting Project Manager Hourly Rate $160:00 $160.00 $160.0� $480.00
7 Consulting 5ystems Setup Hourly Rate (Configurable Network Computing
Expert-CNC) $130.00 $130.00 $130.00 $390.OD
TOTAL $450.00 $450.00 $450.00 $1,350.00
Exhibit 2 _
City of Denton - RFP No. 4762 - JD EDWARDS UPGRADE SERVICES
Tab 2• Expedited Payment Discounts
Please provlda ihe paymenl dlscounts below you may be able to pass on lo benefil Ule Clly.
PaymenlTertn Disaavnls
Paymenl lerms ior the Clty oF Dertlon are typicapy 30 days. Piease indieale ihe edditianal discount extended to
each rtlonth�y Involce lhal Is pald within the time period Indicated below.
i'i`3Pa entAT.erms1�,ti� ?'i" !P.�'iAddllldnal DN.tC011flt %?'e"`
Imroice Pafd In 20 da 0:00%
Invoice Paid In 15 da 0.009b
nvace ai n ays
Exhibit 2
City of Denton - RFP 4762
Tab 3- Required Additional Questions
Instructions: Please complete the questions listed below and provide addifional documentation as required_
Detailed Questions
Z Does your company have an established physical presence in the State oF Texas7
3 Do you have prfor experience working on similar projects with State of Texas govemmental agencies?
q Have you provided similar services for over five (5) years? If so, how many years?
Do you have documented proof of at least three (3) projects in the past five (5) years that provided
exceptional service to the governmentel eniity7 If so, please provide the documentation within the proposal
5 response.
Can you provide a detailed list of references and detailed history of successful performance ? If so,
submit this listwith the proposal response.
How many previous successful projects are contained within ihis lisl?
Can you describe similar services your organi2ation has provided to at least three (3) govemmental agencies
lp in the past 5 years that demo�strates your organization's capability to carry out the proposed services?
If you can describe the similar services, please indicate a response to each subcalegory below, and submit
11 this documentation with the proposal response;
� 1.a the nafure otthe services provided
11 _b the scope of the actJvifies
11.c the organizatrons fnrwhich the services were prnvided
� 1.d the dafes fhe projects were performed
11.e the documented benefit to the govemmental entity
Can you fnclude a minimum of three (3) references from clients? Include project description, contacYnames,
posilion, and organization name and telephone number for each reFerencs listed, and submit ihis wilh the
14 proposal response.
State �Yes/No :�# of
Contract # 4762
Scope of Work and Services
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
Section II
Scope of Work and Services
1. SCOFE OF WORKAND SERVICES
The scope of work shall be finalized upon the selection of the Contractor. The proposal
submission shall have accurately described your understanding of the objectives and scope of the
requested services and provided an outline of your process to implement the requirements of the
Scope of Work and Services. It is anticipated that the scope proposal submission will include, at
a minimum, the following:
A. GENERAL RESPONSIBILITIES AND REQUIREMENTS
The City of Denton (City) is znterested in receiving proposals to contract with a qualified
and experienced technology contractor to perform a 7D Edwards (JDE) software
application upgrade from version 5.11 to 9.X. This is a"tum-key" engagement, where all
aspects of the upgrade will be performed by the technology cnntractor. In order to be -
considered successful, this shall include the follouTing requir.ements:
The specific requirements of the upgrade performed by the technology conlxactor are as
follows:
PHASE 1
1. Project Planning and Management
2. Business Analysis Planning and Management
3. CNC subject matter expert resources will be required
4. JDE 9.X environments (Pristine, Development, Test, and Production)
configured and tested
5. 8.1 l data migrated to 9.X
6. Functional testing of 9.X application modules (See Pa�•t III)
7, Identified Custam JDE modules migrated, tested, and working in 9.X
environments (See Appendi.a: A)
8. Lnstallation of mutually agreed upon "patches" ar updates including
ESU's, ASU's, Tools releases
9. Phase 1(initial phase) submitted to the City for acceptance on
January 16, 2012.
PHASE 2
10. Configure and Test
• Custam table settings (See Appendix B)
• Custam processes �(See Appe�sdix D)
� Custom user �zews (See Appendia E)
• Custom processing options (See Appeildix F)
I 1. Ensure reports are migrated, tested, and pulling correct data files for the
following:
• JDE Standard Reports that are being utilized (See Appendix I)
• Custom and BI Publisher Reports (See Appendix C}
PAGE S OF RFP #4762 RespondenPs Initials�
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
12. Technical and functional testing of current workflow for purchasing
requisition approvals
13. End user menus and security settings are configured and tested with same
level of application access as in 8.11
14. Current 8.11 data migrated to 9.X environments
15. Ensure Cify of Denton core users validate testing and data migration to
9.X and that all data matches
16. Insiallation of mutually agreed upon "patches" or updates including
ESU's, ASU's, Tools releases
17. Phase 2(migration and tesfing) submitted to the City for acceptance on
FebruarY 27, 2012.
PHASE 3
18. Configure and test JDE scheduler for auto-scheduling of reports and
processes
19. Develop UPK document for Joumal Entry to verify application is
functional for core users
20. Train City of Denton core team of differences between versions 5.11 and
9.X using the current test data (Train the Trainer)
21. Migrate identified interfaces and 3'� party applications; ensure they are
compatible, functional, tested, and in the 9.X environments (See
Appendixes G & �)
22. Phase 3(3`d party applications and training phase) completed and
submitted to the City for acceptance on March 19. 2012.
PHASE 4
23. Perform a technical and functional readiness assessment in preparatian of
"go-live"
24. Migrate current 8.11 data to 9.X environments in preparation of "go-live"
25, CNG and application resources to support the production transition and
support users during the "go-live" period
26. CNC and application knowledge transfer to City of Denton staff
27. Project "go-live" on April 2, 2412
28, Project completion submitted to the Cifiy for acceptance on
Mav 15; 201.2 based on results of "go-live"
B. Additionally, the following requirements shall be met by the contractor:
A. Minimum Expert Consulting Roles
a,Project Manager,
b. Financial Consultant
c. Sales Order Entry/Purchasing/Inr�entory Consultant
d. Human Resources & Payroll Consultant
e. CNC
f. Developer
B. Minimum Gonsulting Role Activities —(Functional Activities)
PAGE 9 �F RFP #4762 Respondent's lnitials��
CfTY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
a) Review net change for 9.X
b) Identify key areas to test
c) Knowledge transfer with end users
d) Unit Testing in Conference Room Pilot (CRP, iCRP)
3. CNC Activities
a) Standup new deployment server
b) Standup new enterprise server and dbase server
c) Standup new 7AS server and workstation
d) Install new El code
e) Data migration (ie table conversions) — 2 for test and 1 for
production
fl Migrate code from old deployment server to new deployment
server — 2x
g) Post installation steps
h) Security Changes
i) Incremental Build/Deploys
4. Developer Acriviries
a) Review net change
b) Identify key areas that r��ill cause development change
c) Retrofit code changes
d) Test
C. City of Denton responsibilities:
The City of Denton resource availability for the project is limited, wliich will
require the upgrade partner to fiIl most roles to deliver the project
1. Technical infrastructure configuration and support
2. Validate and verify data migration for data accuracy
3. Validate and verify data of standard JDE and custom reports for data
accuracy
4. Provide Test Scripts of current procedures/processes in 8.11
5. The City of Denton shall pro��ide appropriate work space within City
offices for project staff to complete the upgrade project.
6. The City of Denton shall provide rernote access to the JDE System, as
necessary.
7. The City of Denton shall not provide per diem or travel for project staff
assigned to this project. The negoiiated price for the upgrade shall be
firm, fixed.
D. Minimum Project Assuu�ptions
PAGE 10 OF RFP #4762 Respondent's Initials—���
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
1. No Unicode except on central objects _
2. Table Conversions get run 3x's — 2 for test; 1 for production
3. Technical upgrade — ie, no business process change except where forced to
implement
4. Minimize impact to end user
E. City of Denton is currently runzting: JDE 8.11 in a virtual environment
(VMware release 4.1) with 8.98.2 Tools Release. The Oracle database is l lg
(release 11.1.0.7) Enterprise Edition, 64 bit. The Enterprise and database
servers are Windows 2008 with Deployment and JAS servers being Windows
2003.
Current 8.11 JDE Modules Used by City of Denton:
PAGE 11 OF RFP #4762 RespondenYs �nitials"/ —
CITY OF DENTON
RFP 4762 FQR JD EDWARDS UPGRADE SERVICES
F. Optional Project Assumptions
1. Convert Oracle dbase to SQL Server
Safety amd Environmental Hazards
The City does riot warrant or guarantee against the possibility that safety or
enviranmental hazards or potential hazards may exist at the City's facilifiies. The
Contractor shall be responsible for identifying any hazardous conditions and notifying
the City of these conditions in writing no later than 30 days after contract award and
prior to initiation of service delivery on the property. T`his will be accornplished by the
Contractor conducting an environmental assessment and an occupational health, and
safety inspection of the service bay or field service areas by competent, qualified and
appropriately licensed practitioners. The costs of these inspections and any subsequent
cozxective action will be negotiated between the City and the Contractor.
All contractors to the City of Denton are required to ensure absolute safety standards
are applied and enforced. The City of Denton will not be responsible for individual
contractor safety, and the awarded contractor shall not hold the City of Denton
responsible, Known hazards shall immediately be reported and all safety precautions
shall be taken to prevent potential safety issues from occurring.
Contractor 5tandard of Performance
�
Monthly Time Standards - Contractors shall fully understand that the City fully relies
upon the JDE System to delivery vital municipal services, and the availability and
reliability of the service is of the essence. With this in mind, the Contractor shall meet
the follo��ving performance standards at a11 times. Labor disputes, strikes, and other
events, except ihose beyond the Contractor's conttol such as acts of God, shall not
relieve the Contractor from. meeting these standards, For service category, the
Contractor must ensure t1�e given level of service is achieved, within the designated
number of working hours.
Contractor shall proti�de requested services ��ithin specified delivery for 99% of
meeting the stated requirements and expectations as detailed ia the scope of work.
Performaace Liquidated Damages
The Contractor shall incur contractual payment losses, as initiated by the City for
performance that falls short of specified performance standards as outlined below:
The Contractor shall be assessed a one (1 %) percent fee first day when any one of the
performance standards outlined above are not met in full - 99% on time delivery
services. The Contractor shall be assessed a two (2%) percent fee each subsequent
day when performance standards outlined above are not met within 99% on time
delivery services, At the end of eacl� week, the City will review the reports and
determine the percentage of penalty to be assessed to the Contractor..
PAGE 92 OF RFP #4762 Respondent's Initials���
C[TY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
B, ANTICIPATED PROBLEMS AND PROP4SED SOLUTIONS
Respondent shall offer written observations, based upon previous experiences in public
projects of this magnitude, addressing any anticipated problems and offer proposed
solutions to those problems.
C. RELEVANT EXPERIENCE AND CAPABILITIES
The responding individual or business shall provide pertinent information about the
individual or business and related experience(s) with the requested pzoducts or services.
Indicate what resources the individual or business will have available to allocate to the
project. The respondent must currently be licensed to perform work in the State of Texas.
A copy of current licensing must be included in your proposal. Relevant experiences and
capabilities of the individual or business team members and team as a whole will be rated
by the City by a review of both completed and on-going assignments, years of relevant
experience in communities of comparable size, and credentials. Greater weight vvi11 be
gi�ren to contractors with recent projects, comprising the proposed team.
CONTRACTORS ORGAIVIZATION
a. Name and Address of the Individual or Business
b. General overview of the Business
c. Business Profile(s), including:
i. Type of Business (limited partnership, corporation, etc.}
ii. Business History and Age
iii, Business Size (including number in each required discipline)
iv. Aseas of special concentration
v. Telephone number and fax number
Relevant prior experience information to include:
a. Entity Name and Location
b. Service description with specific descriptions of responsibilities, successes
and failures related to the project. Include website URLs for any service
projects for which they are available.
c. Name and contact information for the project manager or other key
contact v��ith the entity contracting these services.
d. List of municipal and private client references for relevant projects with
contact names and telephone numbers
e. Past experience on similar and relevant projects.
£ Details of any awards received.
Project Understanding:
PAGE 13 OF RFP #4762 RespondenYs Inikials ��
CITY OF DENTON
RFP 4762 FaR JD EDWARDS UPGRADE SERVtCES
a. Briefly describe your understanding of the requested services, important
issues, and City requirements,
Relevant Ex�perience:
The Respondent shall have the following minimum experience and
demonstrate compliance ►vith the following requirements:
(Contractors which have not deiailed their experience as listed below
shall be considered nonresponsive).
a. Include three (3) examples of past wark that has been successfully
implemented or services provided.
b. Eight (8) years experience with similar services, provide a description.
c. A standard license or certification, if applicable.
d. The individual or business must be registered by the State of Texas or the
County of Denton as a business and the must have all licensure required
by the State to provide any services.
e. The individual or business must disclose any business relationship that
would have an effect, of a conflict of interest. A conflict of interest
statement must be signed as part of the contract negotiated with the
awarded contractor(s).
Respondent shall detaiI any and all relevant history of litigation involving projects.
Respondent shall detail any and all exceptions within the proposal response.
D. REFERENCES
Respondent shall provide refeTences including contact names, e-mail addresses and current,
correct phone numbers of Contractors or public entities for which you have per£ormed
similar professional services. Respondent shall complete Attachment F— References.
E. INSURANCE
Insurance requirement are referenced within the City's standard terms and conditions.
Any deviations or exceptions to these requirement shall be fully declared within the
proposal response.
F. EQUIPMENT SCHEDULE
NOT APPLICABLE
PAGE 14 OF RFP #4762 RespondenYs Initials��
CITY OF DENTON
RFP �47fi2 FOR JD EDWARDS UPGRADE SERVICES
H. SAFETY RECORD
NOT APPLICABLE
I. C�NTRACTS
N�T APPLICABLE
K. ADDITIUNAL GENERAI. �tEQUIREMENTS
I. Prior to commencement of the services, the City and selected individual or business
will conduct an initial meeting to review the overall scope, schedule, deliverables and
planning process to implement a successful program.
2. The awarded Contractox shall provide to the City of Denton, detailed reports of time
and services provided to the City on a daily, weekly, or monthly basis, as negotiated
and agreed upon.
3. Staff available to assist the selected provider is lirnited; the proposals submitted
should not aniicipate extensive staff assistance during service delivery.
PAGE 15 OF RFP #4762 Respondent's Initials��
Contract # 4762
Payment and Performance
Requirements
CITY OF DENTON
RFP 4762 FOR JD EpWARDS UPGRADE SERVICES
SECTION III
Payment and Per�formance Requirements
V. PAYMENT AND INVOICES:
All proposals shall specify terms and conditions of payment, which will be considered as
part of, but not control, the award of proposals. City review, inspection, and processing
procedures ordinarily require thirty (30) days af�er receipt of invoice, materials, or
services. Proposals which call for payment before thirty (30) days from receipt of
invoice, or cash discounts given on such payment, will be considered only if, in the
opinion of the Purchasing Manager, the review, inspection, and processing procedures
can be completed as specified.
Invoices shall be sent directly to the City of Denton Accounts Payable Deparlment, 215
E McKinney St, Denton, TX, 76201-4299. A pro-fortna invoice sha11 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 ta labor,
materials, and equipment provided, if applicable, and must reference the City of
Denton Purchase Order Nwmber in order to be processed. No payments shall be
made on invoices not listing a Purchase Order Number.
VI. TAX EXEMPTION:
The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article
2�.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor
performing work under this contract for the City of Denton may purchase materials and
supplies and rent or lease equipment sales tax free. This is accomplished by issuing
exemption certificates to suppliers. Certificates must comply with State Comptroller's
ruling #95-0.07 and #95-0.09.
VII. PAYMEI�I'I' TO PERFORMANCE MTLESTONES:
Awarded contractor shail prepare and submit invoices after complelion of specific project
milestones. The invoice shall detail the major milestones accomplished and detailed cost
information for project. These milestones shall be submitted to the City of Denton and the
City's Project Sta.ff shall review such for completion and accuracy, prior to payrnent
authorization. The respnndent shall complete Exhibit 1, pricing sheet
PAGE 16 OF RFP #4762. RespondenYs Initials�' "
Contract # 4762
Standard Terms and Conditions
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
SECTION VI
Citv of Denton
Standard Purchase Terms and Conditions
These standazd Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other
requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders
issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after
referred to as the Bidder, Contractor or Sup�lier. Any deviations must be in writing and signed by a
representative of tlie C�ty's Pr.ocurement Department and the Supplier. No Terms and Conditions
contained in the Sellers Proposa] response, Invoice or Statement shall senre to modify the terms set forth
herein. If there is a conflict between the provisions on the face of the ContractlPurchase Order these
written provisions will take precedence.
By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be
governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated.
Unless otherwise specified in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a
Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to
purchase Services to be performed principally at the City's premises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provzde aIl deliverables
described in the Solicitation and in ti�e Contractor's Offer in strict accordance with the terms, covenants,
and conditions of the Contract aud all applicable Fedecal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATElTERM. Unless otherwise specified in the 5olicitation, this Contract shall be
effective as of the date the contract is signed by the City, and shall continue in effect until all obligations
are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELNERABLES: The Contractor �vill package deliverables in
accordance with good commeroial practice and shall include a packing list showing the description of
each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental
Terms and Conditions, each shipping container shall be cleazly and permanently marked as follows: (a)
The Contractor's name and address, (b) the Ciiy's narne, address and purchase order or purchase release
number and the price agreement number if applicable, (c) Container number and fotal number of
containers, e.g. box 1 of 4 boxes, and (d) the number of the contai.ner bearing the packing list, The
Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable
specification. The City's count or weight shall be final and conclusive on shipments not accompanied by
packing lists.
4. SHIPMENT UNDER RESERVATION PROAIBITED: The Contractor is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a teuder of deliverables.
5. TITLE & RISK OF L05S: Title to and risk of loss of the deliverables shall pass to the City only
when the City actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped
F.O.B. point of delivery un]ess otherwise specified in the Supplemental Terms and Conditions. Unless
otherwise stated in the Offer, the Contractor's price shall be deemed to include all deli�rery and
PAGE 24 OF RFP #4762 RespondenYs Initial�9`�
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
transportation charges. Tlie City shall have the right to designate what method of transportation shall be
used to ship the deliverables. The place of delivery shall be that set forth the purchase order.
7. RIGHT OF 1NSPECTION AND REJECTION: The City expressly reserves all rights under law,
includ'1ng, but not limited to the Unifortn Commercial Code, to inspect the deliverables at delivery before
accepting them, and to rej ect defective or non-conforn�ing deliverables. If the City has the right to inspect
the Contractor's, or the Contractor's Subcontractor's, facilities, or the deIiverables at the Contractor's, or
the Contractor's Subconiractor's, premises, the Contractor shall furnish, or cause to be fumished, without
additional charge, all reasonable facilities and assistance to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTNE TENDER: Every tendez or delivery of deliverables must
fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-
complying tender shall constitute a breach and the Contractor shall not have the right to substitute a
confomung tender; provided, where the ti.me for performance has not yet expired, the Contractor may
notify the City of the intention to cure and may then make a con%rming tender within the time allotted in
the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites
where the Contractor is to perf�rm the services as required in order for tkie Contractor to perform the
services in a timely and efficient manner, in accordance with and subject to the applicable security laws,
rules, and regula�ions. The Contractor aclrnowledges that it has satisfied itself as to the nature of the
City's service requirements and specifications, the location and essential characteristics of the work sites,
the quality and quantity of materials, equipment, labor and facilities necessary to perform the services,
and any other condition or state of fact which could in any way affect performance of the Contractor's
obligations under the contract. The Contractor hereby releases and holds the City hanmless from and
against any liability or claim for damages of any kind or naiure if the actual site or service conditions
differ from expected conditions.
10. WOltKFORCE
A. The Contractor shall employ only ordesly and competent workers, skilled in the perfom�ance of the
services which they will perform under the Contract.
B. The Coniractor, its employees, subcontractors, and subcontractor's employees may not whrle engaged
in participating or responding to a solicitation or while in the course and scope of delivering goods or
services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law, except
as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances,
nor may such workers be into�cated, or under the influence of alcohol or drugs, on the job.
C. If the C1ty or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any
firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall
immediately remove such worker from Contract services, and may not employ such worker again on
Contract services Krithaut the City's prior written consent.
Immigratiou: The Contractor represents an.d warrants that it shall cdmply with the requirements of the
Immigration Reform and Control Act of 1986 and 1990 zegarding employment verification and retention
of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor
or services under the Contract and the Il1ega1 Immigration Reform and Immigrant Responsibility Act of
1996 ("IIRIRA} enacted on September 30, 1996,
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONA'IENTAL REGIJLATION5: The
Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable
PAGE 25 OF RFP #4762 Respondent's Initials`�'�
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the
perforn�ance of the services, including but not limited to those promulgated by the City and by the
Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety
requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all
claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the
breach o�the Contractor's obligations under this paragraph.
Environmental Pratection: The Respondent shall be in compliance with all applicable standards, orders,
or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the
Federal Water Pollution Cnntro� Act, as amended, (33 U.S.C. §1251 et seg.).
12.1NVOICES:
A. The Contractor shall subinit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique in�voice nnmber, the purchase order or delivery order
number and the master agreement namber if applicable, the Department's Name, and the
name of the poiat of contact for the Department. Xnvoices shall be iternized and transportation
charges, if any, shall be listed separately. A copy of the biil of lading and the freight waybill, when
applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable,
the tax identification number on the invoice must exactly match the information in the Vendor's
registration with the City. Unless otherwise instructed in v��riting, the City may rely on the remittance
address specified on the Contractor's invoice.
C. Invoices for labor shall include a copy of all time-sheats with trade labor rate and deliverables order
number clearly identified. Invoices shall also include a tabulation of work-hours at the appropri.ate rates
and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the
work site.
D. Unless otherwise expressly authorized in the Confiract, the Contractor shall pass through al]
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. .All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid witlun thirty
(30) calendar days of the City's receipt ofthe deliverables or of the invoice being received in Accounts
Payable, whichever is later.
B. If payment is not fimely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Te�as Government Code Sectiou 2251.025 or the ma�dmum
Iawful rate; except, if payment is not timely made for a reason far which the City may withhold
payment hereuader, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial
shipment or delivery, as stated above, provided tbat the invoice matches the shipment or delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contracior to such extent as may be necessary on account of•
i. delivery of defective or non-confarming delxverables by the Contractor;
ii. third party claims, which are not covered by the insurance v��hich the Contractor is required to
provide, are filed or reasonab�e evidence indicating probable filing of such claims;
iu. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property oithe City or the City's agents, employees or contractars, which is not
covered by ins}�rance required to be provided by tl�e Contractor;
PAGE 26 OF RFP #4762 Respondent's Initials� ""�
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
v. reasonable evidence that the Contractor's obligations will not be completed within the time
specified in the Contract, and that the unpaid balance would not be adequate to cover actual or
liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting
documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract Documents.
E. Notice is hereby given that any awarded contractor who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment KRll be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or
penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's
payment obligations are payable only and solely from funds Appropriated and available for this contract.
The absence of Appropriated or other lawfully available funds shall render the Contract null and void to
the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be
retumed to the Contractor. The Ci.ty shall provide the Contractor R�ritten notice of the failure of the City
to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or tbe
reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under
the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor
removal fees charged to the City.
14. TRAVEL EXPENSES: A!1 travel, lodging and per diem expenses in connection with the Contract
shall be paid by the Contractor, unless otherwise stated in the contract terms.
15, FINAL PAYMENT AND CLOS�OUT:
A. Tf a DBE/MBE/WBE Program Plan is agreed to atid the Contractor has identified Subcontractors, the
Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing
Manager no later than the 15th calendar day after completion of all work under the c�ntract. Final
payment, retainage, or both may be withheld if the Contractor is not in compliance vvith the requirements
as accepted by the City.
B. The making and acceptarice of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have been
previously asserted ixi writing and not yet settled, (2) arising from defective work appearing after final
inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any
warranty specified herein, (4) arlsing from the Cantractor's continuing obligations under the Contract,
including but not Iimited to indemnity and warranty obligafions, or (5) arising under the City's right to
audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted
in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any
special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling
this order, such special toflling equipment and any process sheets related thereto shall become the
property of the City and shall be identified by the Contractor as such.
17. RIGHT T� AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence
pertaining to the Contract period and five years thereafter, exoept if an audit is in progress or audit
fmdings 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 ten (10) business
PAGE 27 OF RFP #4762 Respondent's Initials'�'�'�
C1TY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
days of written request. Purther, the Contractor shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to the Gontract,
and to allow the City similar access to tliose documents. All books and records will be made available
within a 50 mile radius of the City of Denton. The cost of the audit u�ill be borne by the City 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 bome by the Contractor which must be payable
within five (5) business days of receipt of an invoice.
B. Failure to comply with the provisions of this seation shall be a material breach of the Contract and
shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the ternns "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.
18. SUBCONTRACTORS:
A. If the Contractor.identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall
comply with all requirements approved by the City. The Contractor shall not initially employ any
Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any
Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No
acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City
with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the
Contractor is additionally required to submit a monthly Subcontract Awards and Expendltures Report to
the Procureinent Manager, no later than the tenth calendar day of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between
the Contractor and Subcontractor. The terms of the subcontract may not conflict with the teims of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Con�-act;
ii. prohibit the Subcantractor from further subcontracting any portion of the Contract without the
prior written consent of the City and the Contractor. The City may require, as a condition to such further
subcontracting, that the Subcontractor post a payment bond in form, substance and atnount acceptable to
the City;
iu. require 5ubcontractors to submit all invoices and applications for payments, including any
claims for additi�nal payments, damages or ofherwise, to the Contractor in sufficient tune to enable the
Contract�r to include same �vith its invoice or application for payment to the City in accordance with the
tenns of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their contract,
insurance in the type and amounts specified for the Contractor, with the City being a named insured as its
interest shall appear; and
v. require that the Subcontracior indemnify and hold the City harmless to the same extent as the
Contractor is required to indemnify ttie City.
C. Tlie Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors
just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract
shall create for the benefit of any such Subcontractor any contractual relationship between the City and
any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the
payment of any moneys due any such Subcontractor except as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to tlie Contract�r
not later than ten (10) calendar days after receipt of payznent from the City.
19. WARRANTY-PRICE:
A. The Conlractor warrants the prices quofed in the Offer are no higher than the Contractar's current
prices on orders by others for like deliverables under similar terms of purchase.
PAGE 28 OF RFP #4762 Respondent's Initials�'F'�
CITY OF DENTON
RFP 4782 FOR JD EDWARDS UPGRADE SERVICES
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any matter
relating to such fees with any other contractor or with any competitor.
C, In addition to any other remedy available, ihe City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items iri excess of the Contractor's current prices
on orders by afliers for like deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables fumished under the Contract, and that the deliverables are free and clear of all Iiens, claims,
security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and
against all adverse title claims to the deliverables.
21, WARRANTY —DELNERABLES: The Contractor warrants and represents that all deliverables
sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and
conform in alI material respects to the specifications, drawings, and descziptions in the Solicitation, to any
samples furnished by the Contractor, to the terms, covenants and condifions of the Contract, and to all
applicable State, Federal or loeal laws, rules, and regulations, and industry codes and standards. Unless
otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or
reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by
law; and any attempt to do so shall be without force or effect.
C. Unless otherwise speclfied in the Contract, the warranty period shall be at least one year from the date
of acceptance of the deliverables or from the date of acoeptance of any replacement deiiverables. If during
the warranty period, one or more of the above warranties are breached, the Contractor shall promptly
upon�receipt of demand either repair the non-conforming deliverables, oz replace the non-conforming
deliverables with fully conforming deliverables, at the Ciiy's optiou and at no additional cost to the City.
All costs incidental to such repair or replacement, including but not limited to, any packaging and
shipping costs shall be borne exclusively by the Cantractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the
breach of warranty, but failure to give timely notice shall not impair the City's rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables
as required by the Cify, then in addition to any other available remedy, the City may reduce the quantity
of deliverables it may be required to purchase under the Contract from the Contractor, and purchase
conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon
demand the increased cost, if any, inctured by the City to procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the delii�erables are covered by a separate manufacturer's
warranty, the Contractor sha11 transfer and assign such manufacturer's warranty to the City. If for any
reason die manufacturer's warranty cannot be fully transfened to the City, the Contractor shall assist and
cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the
City.
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided
tbe City under the Contract will be fully and timely performed in a good and workmantike manner in
accordance with generally accepted industry standards and practices, the terms, conditions, and covenants
of the Contract, and all applicable Federal, State and local laws, rules or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by
law, and any attempt to do so shall be without force or effect.
B. Unless otherv��ise specified in the Contract, the warranty period shall be at least one year from the
Acceptance Date. lf during the �r�arranty period, one or more of the above warranties are breached, the
Contractor shall promptly. upon receipt of demand perform the services again in accordance with above
PAGE 29 OF RFP #�762 Respondent's Initials�°�
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
standard at no additional cost to the City. All costs incidental to such additional performance shall be
borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of
warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely
notice shall not impair the City's rights under this section.
C. If the Contractor is unable or unwilling to perforzn its services in accordance with the abo�e standard
as required by the City, then in addition to any other available remedy, the City may reduce the amount of
services it may be required to purchase under the Contract from the Contractor, and purchase conforming
services from other sources. In such event, the Conh-actor shall pay to the City upon demand the increased
cost, if any, incurred by the City to procure such services from another source,
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELNERABLES: If, instead
of requiring immediate correction or removal and replacement of defective or non-conforming
deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs,
losses and damages attributable to the City's evaluation of and determination to accept such defective or
non-conforniing deliverables. If any such acceptance occurs prior to final payment, the City rnay deduct
such amounts as are necessary to compensate the City for the d'uninished value of the defeetive or non-
conforinin� deliverables. If the acceptance occurs after final payment, such amount will be refunded to
the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question
the other party's intent to perform, demand may be made to the other party for written assurance of the
intent to perform. In the event that no assurance is given within the time specified after demand is made,
the demanding party may treat this failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the
Contractor is observed perfonnuig in a manner that is in violarion of Federal, State, or local guidelines, or
in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the
Contractor will cease all work until notified by the City that the violation or unsafe condition has been
corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of
such Stop Work Notice.
26. DEFAULT: 'I'�ie Contractor shall be in default under the Contract if the Contractor (a) fails to fully,
titnely and faithfully perform any of its material obligations under the Contract, (b) £ails to provide
adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the
bankruptcy laws of the United States or (d) makes a;itiaterial misrepresentation in Contractor's Of�er, or
in any report or deliverable required to be submitted by the Contractor to the City.
27. TERMIl�IATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the
right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless
otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period,
cures such default, or grovides evidence sufficient to prove to the City's reasonabie satisfaction that such
default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City
slia].1 be entitled to recover aIl actual damages, costs, losses and expenses, incurred by the City as a result
of the Contractor's default, including, witl�out limitation, cost of cover, reasonable attorneys' fees, court
costs, and prejudgment and post judgment interest at the maximum lawfitl rate. Additionally, in the event
of a default by the Contractor, the City may remove the Contractor from the Cit��'s vendor list for three
(3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All
rights and remedies under the Contract are ctunulative and are not exclusive of any other right or remedy
provided by law.
PAGE 30 OF RFP #4762 Respondent's_ Initials�" � f
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contraet, in
whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt
of a notice of termination, the Contractor shall pmmptly cease all further work pursuant to the Contract,
with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to
the extent of funds Appmpriated or otherwise legally available for such purposes, for all goods delivered
and services perfortned and obligations incurred prior to the date of terminatian in accordance with the
terms hereo£
29. FRAUD: Fraudulent statements by the Contractor on any �ffer or in any report or deliverable
required to be submitted by the Contractor to the City'shall be grounds for the termination of the Contract
for cause bythe City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor 1f fhe
City deems it is in its best interest. If such delay causes an increase in the cost of the work under the
Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the
Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its
right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay.
Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in
paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery
as notified.
B, Neither party shall be liable for any default or delay in the performance of its obligations under this
Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil
commotion, labor disruptions, 'sabotage, sovereign conduct, or any other cause beyond the reasonable
control of such Party. In the event of default or delay in contract performance due to any of the foregoing
causes, then the time for completion of the services will be extended; provided, however, in such an
event, a conference will be held withiu three (3) business days to establish a mutually agreeable period of
time reasonably necessary to overcome the effect of such failure to perform,
31.1NDEMNITY:
A. Definitions:
i. "Indeinnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type �r description, including aIl reasonable costs and
expenses of litigation, mediation or other alternate dispute resolution mechanism, including
attorney and other professional fees for: (1) damage to or loss of the property of any person
(including, but not limited ta the City, the Contractor, their respective agents, officers, employees
and subcontractors; the officers, agents, and employees of such subcontractors; and third parties);
and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of
income or wages to any person (including but not limited to the agents, officers and employees of
the City, fihe Conh'actor, the Contractor's subcontractors, and third parties), ii. "Fault" shall
include flie sa]e of defecrive or non�onfornung deliverables, negligence, vcrillful misconduct or a
breach of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITI�, INDEMNIFY,
A1�iD HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND
ELECTED OFFICTALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIlVIS
DIRECTLY ARiSING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE
FAITLT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR
SUBCONTR.ACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OSLTGATIONS
UNDER TI3E CONTRACT. NOTHIN G HEREIN SHAI.L BE DEEMED TO LINIIT TAE
RIGHTS OF THE CITY OR THE CONTRACTOR (I1�TCLUDING, BUT NOT LIMITED TO,
PAGE 31 OF RFP #4762 Respondent's Initials�'�
CITY OF DENTON
RFP 4762 �'OR JD EDWARDS UPGRADE SERVICES
THE RIGHT TO SEEK CONTRIBUTIOl� AGAINST ANY THIRD PARTY W730 A'IAY BE
LIABLE FOR AN INDENINIFIED CLAIM.
32, INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Attachment A. The successful contractor shall procure and maintain
insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be
written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton.
A, General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and
agreed to, as submitted to the City and approved by the City within the procurement process, for
the duration of the Contract, including extension options and hold over periods, and during any
warranty period.
ii. The Contractor shall provide Certifica#es of Insurance with the coverage's and endorsements
required to the City as verification of coverage prior to contract execurion and within fourteen
(14) calendar days after written request from the City. Failure to provide the required Certificate
of Insurance may subject the �ffer to disqualification from consideration for award. The
Contractor must also forward a Certificate of Insurance to the City whenever a previously
identified policy period has expired, or an exiension option or hold over period is exercised, as
verification of continuing coverage.
iu. The Contractor shall not commence work until the requued insurance is obtained and until
such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve
or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation
of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to
the subcontractors commencing work on the project.
v. The Contractor's and all subcontractors' insurance coverage shall be written by companies
licensed to do business in the State of Texas at the time the policies are issued and shall be
written by companies with A.M. Best ratings of B+VII or better. The City will accept workers'
compensatian coverage written by the Texas Workers' Compensation Insurance Fund.
vi. Al1 endorsements naming the City as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall contain the solicitation number and the
following information:
City of Denton
Materials Management T3epartment
901 B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering botli
the City and tlie Contractor, shall be considered prinnary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall
carry Umbrella or Excess L'zability Insurance for any differences in amounts specified. If Excess
Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to
review certified copies of policies and endorsements thereto and may make any reasonable
requests for deletion or revision or modification of particular policy terms, conditions, limitations,
or exclusions except where policy provisions are established by law or regulations binding upon
either of the parties hereto or the underwriter on any such policies.
x. The City reserves tlie right to review the insurance requirements set forth during the effective
period of the Contract aud to make reasonable adjustments to insurance coverage, limits, and
PAGE 32 OF RFP #4762 Respondent's Initials�'�
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
exclusions when deemed necessary and prudent by the City based upan changes in statutory law,
court decisions, the claims }ustory of the industry or financial condition of tt�e insurance company
as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse
during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible forpremiums, deductibles and self-insured retentions, if
any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the
Certificate of Insurauce.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of
erosion of the aggregate limits below occurrence limits for alI applicable coverage's indicated
within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are required
minimums and are not intended to limit the responsibility or liability of the Contracfor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation
instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor wlrich arises
under or concems the Contract, or which could have a material adverse affect on the Contr'actor's ability
to perform thereunder, the Contractor shall give written notice thereof to the City wit.hin ten (10) calendar
days afler receipt of notice by the Contractor. 5uch notice to ti�e City shall state the date of notification of
any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis
thereof; and t1�e name of each person against whom such claim is being asserted. Such notice shall be
delivered personally or by mail and shall be sent to the City and to the Denton City Attomey. Personal
delivery to the City Attorney shall be to City Hall, 215 East McKinuey Street, Denton, Texas 76201.
34. N�TICES: Unless otherwise specified, all notices, requests, or ather communications required or
appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3)
business days afrer postmarked if sent by U.S. Postal 5ervice Certified or Registered Mail, Retum Receipt
Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee.
Routine communications may be made by first class mail, telefax, or other commercially accepted means.
Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other
address as a party may notify the other in writing. Notices to the City shall be addressed to the City at
901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTR.ACTUAL MATERIAL: All material submitted by
the Contractor to the City sliall become property of the City upon receipt. Any portions of such material
claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public
nature of the material is subj ect to the Texas Public Information Act, Chapter 552, and Texas Govemment
Code,
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and
warrants to the City that: (i} the Contra�tor shalI provide the City good and indefeasible title to the
deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in
the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or
any other intellectual property right of any kind of any third party; that no clauns have been made by any
person or entity with respect to the ovvnership or operation of the deliverables and the Contractor d�es not
know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify,
and hold the City harmless from aud against all liabitity, damages, and costs (including court costs and
reasonable fees of attomeys and other professionals) arising out of or resulting from: (i) any claim that the
City's exercise anywhere in the world of tl�e rights associated w7th the City's' ownership, and if
applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any
PAGE 33 OF I�Fp #4762 Respondent's Initials�a�
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in
this Contract. In the event of any such claim, the Cty shall have the right to monitor such claim or at its
option engage its own separate counsel to act as co-counsel on the City's behalf. Further, Contractor
agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's
warranties or obligations under this paragraph and the City makes no warranty that the production,
development, or delivery of such deliverables will not impact such warranties of Contractor.
37. CONFIDENTIALITY: Tn order to provide the deliverables to the City, Contractor may reqwire
access to certain of the City's and/or its licensors' confidential information (including inventions,
employee information, trade secrets, confidential lmow how, confidenrial business infomiation, and other
information which the City or its licensors consider confidential) (collectively, "Confidential
Infornzation"). Contractor ac];nowledges and agrees that the Confidential Information is the valuable
properiy of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other
release of the Confidential Infonmation will substantially injure the City and/or its licensors. The
Contractor (includi.ng its employees, subcontractors, agents, or representatives) agrees that it will
maintain the Confidential Information in strict conf'idence and shall not disclose, disseminate, copy,
divulga, recreate, or otherwise use the Confidential Information without the prior written consent of the
City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is
required to be disclosed by law or an order of any court or other govemmental authority with proper
jurisdiction, provided the Cantractor promptly nodfies the City before disclosing such information so as
to permit the City reasonable time io seek an apprapriate protective order. The Contractor agrees to use
protective measures no less stringent than the Contractor uses within its own business to protect its own
most valuable information, which protective measures shall under all circumstances be at least reas�nable
measures to ensure the continued confxdentiality of the Confidential Information,
38. OVVNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests
throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to
disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees
to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to
specific inventions_ under such patentable subject matter to the City and to execute, acl�owledge, and
delivec and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment
of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containi.ng copyrightable subject matter, the Contraator agrees that
upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the
City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in
this Paragraph 3 8 shall negate the City's sole or joint ownership of any such deliverables arising by virtue
of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables
not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause
each of its employees providing sen�ces to the City hereunder to execute, acknowledge, and deliver an
assigtxment to the City o fl all worldwide right, ti.tle, and interest in and to such deliverables. With respect
to such work made-for-hire, the Contractor agrees to execute, aclrnowledge, and deliver and cause each of
its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of
such deliverables to the City or at such other time as the City may request,
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execu#e, acknovvledge, and deliver all applications, spec�cations, oaths, assignments, and
all other instruments which the City might reasonably deern necessary in order to apply for and obtain
copyright protection, mask work registration, trademark registration and/or protection, letters patent, or
any similar rights in any and all countries and in order to assign and convey to the City, its successors,
assigns and nominees, the sole and exclusive right, title, and interest in and to fhe deliverables. The
PAG� 34 OF RFP #4762 Respondent's Initials�
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
Contractor's obligations to execute, acknowledge, and deliver (or cause to be eaecuted, acknowledged,
and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall
continue after the tenmination of this Contract with respect to such deliverables. In the event the City
should not seek to obtain copyright protection, mask work registration or patent protection for any of the
deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as
Confidential Information under the ternis of Para�raph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be
originally developed material unless otherwise specifically provided in the Contract. When material not
originally developed is included in a report in any form, the sovrce shall be identified.
40. ADVERTISING; The Contractor shall not advertise or publish, without the City's prior consent, the
fact that the City has entered into the Contract, except to the extent required b}� law.
41. NO CONTINGENT FEES; The Contractor warrants that no person or selling agency has been
employed or retained to solicit or secure the Contract upon any agreement or understanding for
commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide
established commercial or selling agencies maintained by the Contractor for the purpose of securing
business. For breach or violation of this warranty, the City shall have the right, in addition to any oiher
remedy available, to cancel the Contract without liability aud to deduct from any amounts owed to the
Contiractor, or otherwise recover, the fiill amount of such commission, percentage, brokerage or
contingent fee.
4Z. GRATUITIES: The City may, by written natice to the Contractor, cancel tlie Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent
or representative of the Contractor to any officer or employee of the City of Denton with a view toward
securing the Contract or securi.ng favorable treatment with respect to the awarding or amending or the
making of any determinations witli respect to the performing of such contract. In the event the Contract is
canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights
and remedies, to recover or withhold the amount af the cost incurred by the Contractor in provicling such
gratuiries.
43. 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 Contra�t resulting from that solicitafion. A.ny willful �ROlation of this section shall
constitute impropriety in office, and any afficer or employee guilty thereof shall be subject to disciplinary
action up to and including dismissal. Any violation of this provision, with the l�owledge, expressed or
implied, of the Contractor sha.11 render the Contract voidable by the City. The Contractor shall complete
and submit the City's Gonflict of Interest Questionnaire (Attachment B).
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those
of an independent contractor. The Coniractor agrees and understands that t]�e Contract does not grant any
rights or privileges established for employees of tbe City of Denton, Texas for the purposes of income ta7c,
withholding, social security taxes, vacation or sick ]eave benefits, worker's compensation, or any other City
employee benefit. The City shall not have supervision and control of the Contractor or any employee of the
Contractor, and it is expressly understood that Contractor shall perfozm the services hereunder according fo
the attached spec�cations at the general direction of the Gity Manager of the City of Denton, Texas, or his
designee under this agreement.
PAGE 35 OF RFP #4762 Respondent's Initials"�
� GITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
45. A55IGNMEI\T-DELEGATION: The Contract shall be binding upon and ensure to the benefit of
the City and the Contractor and their respective successors and assigns, provided however, that no right or
interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without
the prior written consent of the City. Any attempted assignment or delegatian by the Contractor shall be
void unless made in conformity with this paragraph. The Contract is not intended to confer rights or
benefts on any person, contractor or entify not a party hereto; it being the intention of the parties that
there are no third party beneficiaries to the Contract. _
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciarion is supported by
consideration and is in v��riting signed by the aggrieved party. No waiver by either the Contractor or the
City of any one or more events of default by the other party shall operate as, or be construed to be, a
permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of
any other existing or future default or defaults, whether of a similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both
parties. No pre printed or similar terms on any the Contractor invoice, order or other document shall have
any force or effect to cliange the terms, covenants, and conditions of the Contract.
48. INTERPRETATION: The Contract is intended by the �arties as a final, complete and exclusive
stateinent of the terms of their agreement. No course of prior dealing between the parties or course of
performance or usage of t]ie trade shall be relevant to supplement or explain any term used in the
Couiract. Although the Contract may have been substantially drafted by �ne party, it is the intent of the
parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more
strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as
enacted by the State of Texas, i.s used in the Contract, the UCC definition shall control, unless otherwise
defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate
prior io prosecuiing a suit for damages. However, this seetion does not prohibit the filing of a lawsult to
toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written
request for a meeting between representatives of each party within fourteen (14) calendar days after
receipt of the request or such later period as agreed by tlte parties. Each party shall include, at a minimum,
one (1) senior level ind.ividual with decision-making authority regarding the dispute. The purpose of this
and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within
thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of
the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a
written agreement signed by both parties, in which event the parties may proceed directlyto mediation as
described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties ���aiye the negotiation
process, the parties may select, within thirty (3�) calendar days, a mediator trained in mediation skills to
assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to
act in good faith in the selection of the mediator and to give consideration to qualified individuals
nonunated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a
person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties
fail io agree on a mediator vvithin thirty (30) calendar days of initiation of the mediation process, the
nlediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The
parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of
the first mediation session. The City and the Contractor will share the mediator's fees equally and the
PAGE 36 OF RFP #4762 Respondent's Initials`� T�
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
parties will bear their own costs of participation such as fees for any consultants or attorneys they may
utilize to represent them or otherwise assist them in the mediation.
50. JURiSDICTION AND VENIJE: The Contract is made under and shall be governed by the laws of
the State of Texas, including, when applicable, the Unifonn Commercial Code as adopted in Texas,
V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply
the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved
in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal
jurisdiction of such courts. The foregoing, however, sita.11 not be construed or interpreted to limit or
restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as
contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in
no way affect the validiry or enforceability of any other portion or provision of the Contract. Any void
provision shall be deemed severed from the Contract and the balance of the Contract shall be construed
and enforced as if the Contract did noi contain the particular portion or provision held to be void. The
parties further agree to reform the Contract to replace any stricken provision with a valid provision that
comes as close as possible to the intent of the stricken provision, The provisions of this section shall not
prevent this entire Contract from being void should a provision which is the essence of the Contract be
determined to be void.
52. i30LIDAYS: The following holidays are observed by the City:
New Year's Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year's Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls
on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between
8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled
deliveries or work performance not within the normal hours of operarion must be approved by the City
Manager of Denton, Texas or his authorized designee.
53. SURVIVABILI'TI' OF OBLIGATIONS: All provisions of the Contract that impose continuing
obligations on the parties, including but not limited to the warranty, indemnity, and confidentialiry
obligations of the parties, shall survive the expiration or termination �of the Contract.
54. NON-SUSPEN�ION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are
suspended or debarred or whose principals are suspended or debarz'ed from Federal, State, or City of
Denton Contracts. By acceptin.g a Contract with the City, the Vendor eertifies tbat its contractor and its
principals are not currently suspended or debarred from doing business with the Federal Govemment, as
indicated by the Genera] Services Administration List of Parties Excluded from Federal Procurement and
Non-Procurement Programs, the 5tate of Texas, or the City of Denton.
PAGE 37 OF RFP #4762 RespondenYs lnitial��
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity:"No Offeror, or Offeror's agent, shall engage in any discriminatory
employment practice. No person shall, onthe grounds of race, sex, age, disability, creed, color, genetic
testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any
activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLiES {Applicable to certain federally funded requirements)
The following federally funded requirements are applicable, in addition to the specific federally funded
requirements detailed in Attachment C.
A. Definitions. As used in this paragraph —
i. "C�mponent" means an article, material, or supply incorporated directly into au end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the
place of incorporation into the end product (whether or not such costs are paid to a domestic contractor),
and any applicable duty (whether or not a duty-free entry certif`icate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of the
component, includi.ng transportation costs as described in paragraph {1) of this definition, plus allocable
overhead costs, but excluding profit. Cost of c,mponents does not include any costs associated with the
manufacture of the end product.
lll. ��Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined, produced, or
manufactured in the United States exceeds SO percent of the cost of all its components. Components of
foreign origin of the same class or kind as those that the agency determines are not mined, produced, or
manufactured in sufficient and reasonably available commercial quantities of a satisfactary quality are
treated as domestic. Scrap generated, collected, and prepared for processing in the United States is
considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public
use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the SO States, the District af Columbia, and autlying areas.
B. The Buy .American Act (41 U.S.C. l0a - l Od) provides a preference for domestic end products foX
supplies acquired for use in the United 5tates.
C. The City does not ma.intain a list of foreign articles that will be treated as domestic for this Contract;
but «ill consider for approval foreign articles as domestic for this product if the articles are on a list
approved by another Governmental Agency. The Offeror shall submit documentation with their OfFer
demonstrating that the article is on an approved Governmental list.
D. The Contractor sl�all deliver only domestic end products except to the extent that it specified delivery
of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate".
57. RIGHT TO INFOR112ATION: The City of Denton reserves the right to use any and all information
presented in any response to this solicitation, whether amended or not, except as prohibited by law.
Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided khe solicitation requires an awazded contractor or supplier to be
licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. .
PAGE 38 OF RFP #4762 Respondent's Initials�
�
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
59. PREVATLING WAGE RATES: All respondents will be required to comply with Provision 5159a of
"Vemon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage
rates and prohibiting discrirnination in the employment practices.
http�//��ww access �po �ov/davisbacon/t.�c.html
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or
supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must
comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the
Texas Penal Code, which prohibits bribery; (u) §36.09 of the Texas Penal Code, which prolubits the
offering or conferring of benefits to public servants. The Respondent shall give all notices and comply
vvith all laws and regulations applicable to furnishing and performance of the Contract.
61. FEDERAi., STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site
compliaace with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the
Revenue Act of of 1978, dealing with issuance of Form W-2's to couimon law employees. Respondent is
responsible for both federal and State unemployment znsurance coverage and standard Worker's
Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax
laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees
for any Unemployment or Workers' Compensation coverage, or federal or State withholding
requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses
resulting from Respondent's omission or breach of this 5ection,
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the
Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U,S.C. 701 ET SEQ.)
and maintain a drug-free work environment; and the final rule, government wide requirements for drug-
free work place (grants), issued by the Office of Management and Budget and the Department of Defense
(32 CFR Part 280, Subpart F) to implement the provisions of the Drug Free Work Place Act of 1988 is
incorporated by reference and the contractor shall comply with the relevant provisions thereof, including
any ainendments to the �nal rule that may hereafter be issued.
fi3. RESPONDENT LIABILYTY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for aIl damages to govenunent-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subconiractors, and suppliers, including
any delivery or cartage company, in connection with any performance pursuant to the Contract. The
Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within
one (1) calendar day.
b4. FORCE MAJEL]RE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act of war,
order of legal authority, act af God, or other unavoidable cause not attributable to the fault or negligence
of the City of Denton. In the event of an occutrenee under t�is Section, the Respondent will be excused
from any further perFormance or observance of the requirements so affected for as long as such
circumstanees prevail and the Respondent continues to use conunercially reasonable efforts to
recommence performauce or observance whenever and to whatever extent possible without delay. The
Respondent shall immediately notify the City of Denton Procurement Manager by telephone {to be
confirmed in r��riting within five (5) calendar days of the inception of such occurrence) and describe at a
reasonable level of detail the circumstances causing the non-performance or delay in performance,
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the
Contract will not affect the right of sucb Parly to require perfozmance in the future. No delay, failure, or
waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall
PAGE 39 OF RFP #4762 Respondent's Initials ���
CITY OF DENTON
RFP 4762 FOR JD EDWARDS UPGRADE SERVICES
operate to limit, iznpair, preclude, cancel, waive or othenvise affect such right or remedy. A waiver by a
Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or
succeeding breach.
66. NO WATVER OF SOVEREIGN IMMiTNITY: The Parties expressly agree that no provision of the
Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit
�or from liability that the City of Aenton may have by operation of law.�
67. RECORDS RETENTION: The Respondent shall retain all fznancial records, supporting documents,
statistical records, and any other records or books relating to the perfannances called for in the Contract.
The Respondent shall retain all such records for a period of four (4) years after the expiration of the
Contract, ar until the CPA or State Auditor's Office is satisfied that al] audit and litigation matters are
resolved, whichever period is longer, The Respondent shall grant access to all books, records and
documents pertinent to the Contract to khe CPA, the State Auditor of Texas, and any federaI govemmental
entity that has authority to review records due to federal funds being spent under the Contract.
PAGE 40 OF RFP #4762 Respondent's Initials'�Yy
CITY OF DENTON
RFP 476� FOR JD EDWARDS UPGRADE SERVICES
ATTACHMENT C
BUDGET AND COMPLIANCE QUESTIONNAIRE AND FORMS
1. Coniractor Nan�e :
2. Address:
3. Tax Payer ID#:
4. Email Address ofPrimary contact;
5. Website Address:
6. Telephone:
7. Fax:
8. Other Locations:
9. Organization Class:
Partnership
Individual
Corporation
Association
10. Date Established
1 l. Former Business Name:
12. Date of Dissolution:
13. Subsidiary of :
l 4. Histori�ally Underutilized Business: Yes or No
15, Principals and Officers:
Please detail responsibilities ��vith the name of each principal or ofFicer.
16. Key Personnel and Responsibilities:
Please detail responsibiliti.es with the name of each key personnel.
17. Number of Personnel by Discipline:
PAGE 41 OF RFP #4762 RespondenYs Initials �
CITY OF DENTON
RFP 47fi2 FOR JD EDWARDS UPGRADE SERVICES
Discipline Number of Staff # Registered
18. Services Provided by Contractor:
Please provide a detailed listing of all services that your company provides.
19, Has your company filed or been named in any litigation involving your company and the
Owner on a contract within the last five years under your current company name or any
other company name? If so provide details of the issues and resolution if available. Include
lawsuits where Owner was involved.
20. Please provide at least (3) three references (pr•eferably n:uriicipalities) and contract
amounts. See attachment F
21. Have you ever defaulted on or failed to complete a contract under your current company
name or any other company nazne7 If so, where and why? Give name and telephone number
� of Owner.
22. Have you ever had a contract tertninated by the Owner? If so, where and why7 Give name
and telephone number (s) of Owner (s).
23. Has your company implemented an Employee Health and Safety Program compliant with 29
CFR 1910 "Ge�eral Industry Standards" and/or 29 CFR 1926 "General Construction
Standards" as they apply to your Company's customary activities?
http //www osha �pls/oshaweb/owasrch sea�•ch form�p doc tvpe=STANDARDS&p toc
leve1=18:.� kewalue=1926
PAGE 42 OF RFP #4762 Respondenf's Iniiials��
Contract # 4762
Awarded Contractor
Documentation
ATTACHMENT C
BUDGET AND COMPLIANCE QUESTIONNAIRE AND FORMS
1. Contractor Name : MarketSphere Consulting, LLC
2. Address:
114 W. 1 i�' Street
Kansas City, M� 64105
3. Ta7c Payer ID#: 33-1012502
4. Email Address of Primary contact: greg.davis@marketsphere.com
5. Website Address: www.marketsphere.com
6. Telephone: (816)559-0600
7. Fax: (S 16)559-0699
8. Other Locations: Atlanta, Chicago, Dallas, Houston, Indianapolis, New York, Omaha, St,
Louis, Pittsburgh and Philadelphia
9. Organizafion Class: MazketSphere is a S-Corp
10. Date Established: July 15, 2002
11. Former Business Name: N/A
12. Date of Dissolution: N/A
13. Subsidiary of : N/A
14. Historically Underutilized Business: No
15. Principals and Officers:
Steve Sestak — CEO & Senior Partner
Bruce Allen — Senior Partner
Carl Yost— Senior Partner
Lonnie Janecek — Senior Partner
Enzo Santilli — Senior Partner
Steve Haden — Partner
Brian Wiethaxn — Partner
Joseph Coniker — Partner
Chris Unruh — Partner
Proprietary and Confidential 3 MarketSphere Consulting
Don DeCelles — Partner
Rocky Williams — Pariner
Brian Eccher -- Partner
Mark Sims — Partner
Bryan Wiggins — Partner
Please detail responsibilities with the name of each principal or officer.
16. Key Personnel and Responsibilities: The individuals listed for question 15 are the key
personnel of MarketSphere.
Please detail responsibiliries with the name of each key personnel.
17. Number of Personnel by Discipline:
18. Services Provided by Contractor:
Please provide a detailed listing of all services that your company provides,
MARKETSPHERE BEST PRACTICES
Fi�anc=_Advisor�� HumanCapifafAd�nsory SupplyChainAdlrisory MarketingAdidsory GhangeAssurance
Inleradwe -- Pu6lishinB 8 �`,,._.;
�asha�ercis � �� RapoAl�g
Planning & • Hyperion Planning
Fot6casting • Worktorce Planning
• Capllel Assel Plennin0
Ad-hoc �-� Mobile 6 � Offioe }
Ma sls � � DlseannecleU '� irllegrallon ��ij�l Search
N r`-----
Consolidations • HFM
8� Reporting • Disclosure Managemertl
• FD�M
ProRtablliry Hyperion Profilabfllty
p����6 & Cost Managemeni
pats or8�ie oa�e Co�igura6le Anelytios PaCkaged � ERP Analyt�cs
Reporting & AnelyHcs , Govemance -aeiauonshlP q��yry� • CPM Analyllcs
���g� Menagement Foundalion Malylics by ERP
� . - --- . " essnasa�.oBiEEiig�scoreraras - - - _ _—_ - . - -
Oracle Fusion
Proprietary and Confidential 4 Market5phere Consulting
19. Has your company filed or been named in any litigation involving your company and the
Owner on a contract within the last five years under your current company name or any
other company name? If so provide details of the issues and resolution if availabla. Include
lawsuits where Owner was invalved. No
20. Please provide at least (3) three references (preferably ntu�ticipalities) and contract
amounts. See attachment F
21. Have you ever defaulted on or failed to complete a contract under your current company
name or any other company name7 If so, where and why7 Give name and telephone number
of Owner. No
22. Have you ever had a contract tenninated by the Owner7 If so, where and why? Give name
and telephone number (s) of Owner (s). No
23. Has your company implemented an Employee Health and Safety Program compliant with 29
CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction
Sta.ndards" as they apply to your Company's customary activities?
http'//www osha �°v/pls/osha��veb/owasrch search form7p doc type=STANDARDS&p toc
level=l&Q keWalue=1926 No
Proprietary and Confidential 5 MarketSphere Consulting
ATTACHMENT G
ATTACHMENT H
DISADVANTAGED BUSINESS UTILIZATION
CONFLfCT OF fNTEREST QUESTIONNAIRE FORM CIQ
For vendor or other erson doin business with local overnmental enti
This questionnaire reflects changes made to the law by H.8.1491, 80th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with chapter 176 of the Local Govemment Code by a person Date Received
who has a business relationship as defwed by Secrion 176.001(1-a) with a local governmental entity and the
person meets requirements under 5ection 176.006(a).
By law this quesrio�aire must be filed with the records administrator of the Iocal government entity not Iater
than the 7th busiuess day after the date die person becomes aware of facts that require the statement to be filed.
See Section 176.006, Local Government Code.
A person commits an offense if the person lmotvingly violates Section 176,006, Local Government Code. An
offense under this secti�n is a Class C misdemeanor.
1 1Vamc of person who has a business relaHonship with loral governmental enfity.
Greg Davis
2
❑ Check tlus bos iC you are iiling aa update to a pre�hously filed questionnaire.
(The la�i� requires that you file an updated completed yuestionnaire H�th the appropriate filing authority not later than the 7m business day after the
date the originally filed questionnaire becomes incomplete or inaccurate.)
3 Name of local governmenl officer with whom filer has an employment or business relationship.
NONE
Name of OCficer
This section, (item 3 including subparts A, H, C 8� D), must be completed for each o�cer with whom ihe filer has an employment or other business
relationship as defined by Secfion 176.001 {1-a), Local Government Code. Attach additlonal pages to this Form CIQ as necessary.
A. !s ihe local governrnent officer named in fhis section receiving or likely to receive taxable income, other than investment income, from the
fller of the questlonnaire?
� Yes � No
B. Is the frler of the questionnaire receiving or likely to receive taxabie incorne, other Lhan investment income, from or at ihe direclion of the
local government officer named in this section AND lhe taxable income is not received from the looal govemmental entity?
0 Yes 0 No
C. Is the filer of this questionnaire employed by a corporation or oiher business entfty with respeot to which the local government officer
serves as an o��er or direcior, or holds an ownership of 9 0 perceni or more?
0 Yes 0 No
D. Describe each affiliation or business relationship.
4
, �Z% Ld/�
�
Signature of person oing business with lhe governmental entity Date
Proprietary and Confidential 7 MarketSph.ere Consulting
The City of Denton will ensure that purchases of equipment, materials, supplies, and /or services comply
with Texas Local Government Code 252.0215, in regards to competitive requirements in relation to
Disadvan.taged Business Enterprises (DBE). The City will ensure that all procurement opportunities are
cost effecfiive, and contributable to the competitiveness of the City, and its customers. AlI Procurement
activities will be conducted in an open and fair manner with equal opporiunity provided for all qualified
parties. The City of Denton will provide equal contracting opporhuii.ties as provided by State and
Federal law to small business enterprises, Historically Underutilized Businesses, and Disadvantaged
Business Enterprises. The Citp of Denton encourages all awarded Contractors to seek qualification as a
DBE and/or utilize DBE's as sub-contractors, where feasible, to meet the overall intent of the
legislarion.
Disadvantaged Susiness Enterprises (DBE): are encouraged to participate in the City of Denton's
procurement process. The Purchasing Department will provide additional clari$cation of specifications,
assistance with Proposal Forms, and further explanation of procurement procedures to those DBEs who
request it. Representatives from DBE comparties should identify themselves as such and submit a copy
of the Certification. The City recognizes the certifications of the State of Texas Building and
Procurement Commission HUB Program. AlI companies seeking information concerning DBE
certification are nrged to contact.
State of Texas HUB Program — Tl'ASS Division
PO Box 13047, Austin, TX 7871 ]-3047
(512) 463-5872 or (888) 863-5881 or http://w«�w.window.state.tx.us/procuxement/pro�/hub/
Instructions: If your company is already certified, attach a copy of your certification to this form and
return with the submission. If your company is not already certified, and could be considered as meeting
certification requirements, please use the web link to obtain such. If you are submitting a response and
plan to utilize DBE's, then use the form below to identify the business and include the business HUB
certification.
MazketSphere supports the desire of The Gity of Denton to utilize DBE organizations when possible.
The nature of the work to be performed is not conducive to utilization of DBE resources. 5hould an
opp�rtunity to utilize a DBE be presented, MarketSphere will utilize organization with approval af The
City of Denton.
Proprietary and Confidential 8 MarketSphere Consulting
ATTACHMENT K
ACKNOR'LEDGEMENT
THE STATE OF TEXAS
COUNTY OF DENTON
The undersigned agrees this RFP becomes the properCy of the City of Denton after the official opening,
The undersigned a�rms he has familiarized himself with the local conditions under which the work is to be
performed; satisfied himself of the conditions of delivery, handlin� and stora�e of equipment and all other matters
that may be incidental to the work, before subnutiing a proposal.
The undersigned agrees, if tlus proposal is accepted, to furnish any and aIl items/services upon t�*hich prices are
offered, at the price(s) and upon the terms and conditions contained in the Specifications. The period for acceptance
oFthis Pmposal will be ninety (90) calendar days unless a different period is noted.
The undersigned affirms that they are duly authonized to execute this contra�t, that this RFP has not been prepared in
collusion with any other Bidder, nor any employee of the City af Denton, and that the contents of this RFP have not
been commun.icated to any other proposer or to any employee of the City of Denton prior to the official opening of
this bid.
Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise
under the antitrust laws of the United States, 15 USCA Section 1 et sea., and which arise under the antitrust lativs of
the State of Texas, Tex. Bus. & Com, Code, Section 15.01, et se4,
The undersigned affirms that they have read and do understand the specifications and any attachments contained in
this RFP package,
The undersigned agrees that the RFP posted on the website are the official specifications and shall not alter the
electronic copy of the specifications and/or pricing sheet (Ex]u�bit 1}, v�2thout clearly identifying changes.
The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at:
httn://���wt��.citvofdenton.com/index asox?pa�e=397 to ensure they have downloaded and signed all addendum(s)
required for submission with their propQSal.
Should a conflict arise between the PO, supplier terms, or contract; the terms and conditions set forth in this RFP
shall prevail.
I certify that I have made no v��illful misrepresentaLions in this Proposal5ubmission, nor have I withheld information
in my statements and answers to questions. I am aware that tt►e information given by me in this proposal will be
investigated, with my full permission, and that any misrepresentations or omissions may cause my proposal to be
rejected.
NAME AND ADDRESS OF COMPANI': AUTHORTZED REPRESENTATIVE:
MarketSphere Consulting Signature � .�,��,--�i
114 W. 11°i St.
Kansas City, MO 641o5
Te1. No, (816)559-0600
Email: greg.davis a(;niarketsphere.com
Date `f - Z I- Z� l �
Name: Chris Unruh
Title: Partner
Fax No. (816)559-0699
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��� RFP��#4762 ��- �i�ty of D�enton ��� � - � :�_ � � � � � �
� Prop�osa� to� Provide J�D Edward�s U�pg.rade Services�� � �� �����
- r �� � � - �°� ��
• Transm ittal Letter
September22� 2011
Mr. Elton D. Brock
Purchasing and Materials Manager
City of Denton, Texas
901-8 Texas Street
Denton, Texas 76209
RE: Response to Request for Proposal — JD Edwards Upgrade Services (RFP #4762)
Dear Mr. Brock,
Market5phere Consulting, LLC ("MarketSphere") is pleased to provide the accompanying response to the request for proposal ("RFP") to provide consulting
assistance to the City of Denton to complete a JD Edwards EnterpriseOne Upgrade Services project. The following response has been developed in
accordance with the RFP distributed by the City of Denton.
MarketSphere is committed to helping Ciry of Denton achieve long-term success. Having delivered the City of Denton JD Edwards Needs Assessment and Gap
Analysis and Fixed Assets implementation projects, we have a deep understanding of your organization and the focus areas that will be required to deliver a
successful upgrade.
Clients in the Metropolex , and around the U.S. have relied on MarketSphere for a variety of business advisory and technical projects. The advantages we
specifically offer to the City of Denton in this pursuit includes:
• Proven track record of successful JD Edwards system upgrades and technical services with combined technical, organizational and business
expertise;
• Certified Oracle Platinum Partnerwith local resources and multiple years of JD Edwards implementation and upgrade experience; and
• Various successful projects completed with governments and municipalities. �
We thank you for the opportunity to respond and look forward to partnering with the City of Denton on this very important project. If you have any questions
about this response, please contact Greg Davis (913) 568-3914, Greg VerMulm (913) 484-8239, or myself (214) 697-7760.
Regards,
, �����i"-G''
�� � �
C�
Melody Orrantia
MarketSphere Market Leader
Proprietaryand Confidenfia!
2
• Upgrade Proposal Contents
. . .............................................................................................................................................................................................
About MarketSphere Pages 4-6
. .............................................................................................�.,.,.............----......�.....,...............,,,....,..........................
JD Edwards practice and capabilities Pages 7-10 :
Our understanding Pages 11-13 �
' Upgrade approach and methodology
. . ......................................................................................................................................................
Project tools
...............................................................................................................................................:..........
• Roles and responsibilities
. .................................................................................................................................................
Project arrangements
Pages 14-20
... ..........................
..................................
Pages 21-23
, .. ...............................
.... ..............................
Pages 24-25 ;
........................................ . ..
..............................................
Page 26 _
. . ...............................................................................................................................................................................................�
� Re resentative ro'ect team '
p P J Pages 27-32 �
. .................�--....................................................................................................,._.....
' Final thoughts Page 33
. . . . ............................................................................................................................................
� Appendix documentation
.............................................................................................................................................................................................................. f
Proprietaryand Confidenfial
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About MarketSphere
Business Overview
Creating Business Harmony: Strategic advisory and technology experts to help you
deliver integrated ERP, BI and EPM solutions to optimize business performance.
• Our focus is on solving complex business challenges and strategic opportunities for
Fortune 500 and emerging, high-growth companies
• Services delivered out of eleven formal market locations throughout the United States
• In 2010, engaged by more than 160 clients on over 230 projects
July 2D02
Kansas Clty and Omaha open,
MarketSphere beglns+nnth 35
employeos
I I November 2003
I I Pittsburgh opens
i
! October 2003
� � St. Louis opens
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20D2 �2003
MarcF 2003
Indlanapolis opens
July 2605
Dallas opens
April 2005
Chlcago opons
I 2004 i C 2005 I 200fi
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July 2004 January 20d6 � j March 2006
NewYorkopens , TechPolnt I I Houston
Mlre Award , i opens
Aprll 2005
One ot the Best ' �ilu�
Placesto Work
Propriefary and Confidential
October 2006
Atlar�ta opens
i January 2008
t Inc. Magazfne
Top 5,000 Campanles
lil�
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September 2008 j
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May 2009
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2009
September 2009
Inc. Magazlne Top
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2010
? October 2010
i A3 Launched
2011 I 2012
September 2010 f+p"'�ti�
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5,000 Compantes .�A
• About MarketSphere - Our Clients
Serving the UVorld's Top PerForming Organizations
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• About MarketSphere - 4racle Partnership
Leveraging Best-in-Class Technology
• Committed �racle Partner with dedicated ERP, BI, EPM
practices
• Member of the Oracle Partner Advisory Council
• Over 160 consultants focused on the Oracle product family
• Extensive planning, implementation, upgrade and support
experience in financials, payroll/HR,' procurement, order
management, operations, other specialized applications
• One of the nation's leading Oracle EPM firms — experience
from strategy through design and implementation and
beyond
• Proven methodologies, templates and supporting tools
• Industry thoughfi-leaders and deep technical practitioners
• Current on all release versions of JD Edwards, Oracle
EBS, and PeopleSoft
Proprietaryand Confidenfia!
0
• JD Edwards Practice - MarketSphere
Functional and Technical Expertise to Make Your Project a Success �
a'�`°��\S Qa���\\ QJ�Gr\\�
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• 40 Dedicated JD Edwards consultants
with functional and technical capabilities
• Expertise in all World and EnterpriseOne
JD Edwards applications
— JD Edwards Specialized professionals
• Strong technical skills with CNC,
development, managed services and
hosting capabilities
• Several E1 9.0 implementation and
upgrade projects completed
— 8.11 to 9.0 upgrade experience
• Other JD Edwards consulting projects for
governmental agencies:
— City of Denton
— Allegheny County
Sample Client List:
Allegheny County X X X
C.J. Foods X X
Cereal Food Processors X X
Chart Industries X X X
City of Denton X
Clayco X X
Compass Minerals X X
Delta Faucet Company X X
Harlan Laboratories X X X
The Hillman Group X X
Renewable Energy Group X X
Simon Property Group X
Smithers Oasis X X
TEVA Pharmaceuticals X X
WireCo WorldGroup USA X X X
YORK Label X X
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Proprietaryand Confidential
7
• JD Edwards Practice - MarketSphere
JD Edwards Upgrade and Technical Experience
• Dedicated JD Edwards CNC Consultants,
Database Adminisfirators and Developers
• Multiple client upgrades from various releases.
• Installed and upgraded tools releases including
8.98
• Implemented OracleApplication Server,
WebLogic and IBM WebSphere
• Implemented Portal Solutions for various Self
Services Solutions on the Oracle and IBM
platform
• Staff augmentation and/or fully outsourced CNC
expertise (24x7)
• Trained client stafF on a variety of JDE/Oracle
technologies
Proprietary and Confidential
Sample Client List:
�^ �•� o
'Q�. 'o�. 'o��.
Temple Inland ✓
Smithers-Oasis ✓
Pierre Foods ✓
Matri�oc .i
Hillman Group ✓
Harlan Laboratories ✓
Standard Textile ✓
Clayco ✓
MTI ✓
Dana ✓
WireCo ✓
S
• JD Edvuards Practice — MarketSphere
Attachment F - References
Reference 1:
Company Name: Standard Textile
Location: Cincinnati, OH
Contract Person and Title: Ed Schmitt, Director of ERP Systems Programming
Telephone Number: 1.800.999.0400
Scope of Work: 8.11 to 9.0 upgrade process
Contract Period: 10/01/2009 — 5/1/2010 Please note that providing the
Reference 2:
Company Name: The Hillman Group
Location: Cincinnati, Ohio
Contract Person and Title: Pete Hebauf, IT Director
Telephone Number: 513.851.4900 extension 2085
Scope of Work: 8.11 to 9.0 upgrade process
Contract Period: 3/01 /2010 — 411 /2011
Reference 3:
Company Name: Forestar Group
Location: Austin, Texas
Contract Person and Title: Brian Noble, IS&T Director
Telephone Number: 512.433.5242
Scope of Work: 8.11 to 9.0 upgrade process
Contract Period: 4/01/2010 — 10/15/2010
Proprietaryand Confidential
contract amount would violate the
confidentiality agreements with our
customers. Therefore, we have not
provided this information in our
proposal.
As a courtesy to our clients, please
allow MarketSphere the opportunity
to assist in scheduling the reference
calls.
�
• MarketSphere Full Service JD Edwards Offering
The end-to-end JD EdwardsTM solution
• Best Practices
� Industry Experience
• Proven Methodology
� Application Expertise
• Systems Integration
• Project Management
• ERP Governance
- Change Management
• Managed Services
(functional)
Proprietary and Confidenfial
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- Database Management
• Infrastructure Hosting
� Managed Services
(technical)
10
• Our Understanding
Background & Key Objectives
We understand that The City of Denton desires to upgrade their current JD Edwards
EnterpriseOne version 8.11 to the new 9.0 application release:
The specific objectives of this project as we understand them include following:
• Review existing software and make recommendations to support upgrade
• Focus is on the technical upgrade; do not re-engineer business processes and only change those that
are required to be changed as a result of the new release functionality
• Upgrade and install application release 9.0 upgrade including the upgrade of all path
codes/environments
• Promote all �custom objects and retrofit and test accordingly
• Upgrade and install latest 8.98 tools release
• Assist in conversion of existing data to new upgrade
• Maintenance and support throughout the upgrade and final acceptance
Proprietaryand Confrdenfial
11
� �ur Understanding
Project Scope
Services to be provided:
• Retrofit for Reports, InterFaces, Conversion and Extensions (RICE)
• Review third party interFaces and plan for integration with EnterpriseOne 9.0
• Installing the new version of EnterpriseOne software, including tools release and upgrading all
The City of Denton's path codes/environments
• Data migration as necessary to support system testing and final go-live acceptance
• Applying �Electronic System Updates (ESU)
• Performing a mock cutover and final conversion
• Review existing hardware and software environment and make recommendations to support the
new upgrade
JD Edwards modules and business process areas to be assessed include:
• Financials
• HR/Payroll
• Sales/Inventory/Purchasing
Proprietaryand Confidentia!
12
� Our Understanding
ProjectAssumptions
• The City of Denton leadership will be able to make decisions quickly (within 48 hours) where one is
required to maintain project timelines.
• We will use MarketSphere methodology templates as the basis for project deliverables. Any changes
or additions will be agreed upon at the start of the project by The City of Denton PMO and
MarketSphere.
• Project Management (PM) will be a shared responsibility between The City of Denton and
MarketSphere. We anticipate the need for MarketSphere PM to support the mobilization of resources,
development of the project plan, drive deliverable milestones, and developing an executive briefing
for The City of Denton.
• The City of Denton will provide the resources necessary for appropriate groups and work sessions,
as well as during one-on-one interviews. ,
• The City of Denton will make available at its location a project site with reasonable office space for
our consultants for the duration of the project.
• A deliverable review and acceptance process with reasonable approval time frames will be
negotiated and followed throughout the engagement.
• The upgrade will consist of the JD Edwards 9.0 application release and 8.98.4.2 tools release.
Proprietary and Confidenfial
13
� Upgrade Approach and Methodology
Customized plan and approach specifically for the City of Denton
• MarketSphere will utilize it's standard upgrade methodology (demonstrated on
the following pages) and incorporate it into the Phased approach that the City
of Denton has proposed in Section II of the RFP. Our key activities and
deliverables will be provided in adherence to the City of Denton timeline.
• MarketSphere will utilize it's Customization Assessment tool to evaluate the
impact of the current customizations on the upgrade.
� MarketSphere will conduct an end-user survev to assess and plan for the user
impact of the upgrade. An impact assessment will also be produced.
• MarketSphere will produce a�JD Edwards net chanqe report early in the
process that will identify key areas where the City of Denton's functionality
footprint has changed between 8.11 and 9.0 release 2.
• MarketSphere will provide end user traininq and net chanqe traininq as a part
of the upgrade.
• MarketSphere will utilize UPK both during the migration and to create one
procedure in each of the 3 functional areas involved in the upgrade.
• MarketSphere will provide qualitv assurance checkpoints and compliance
reviews in conjunction with the City of Denton and third party audit firm.
Propriefary and Confidential
14
• Upgrade Approach and Methodology
���.�.���.�� . �
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Execute Upgrade
Pass Activities
(Scripts, SQL, etc)
,_ Optimize
Upgrade Pass
�
Deliverable Signoff
• Evaluate Business and Technical
Capabilities
• Conduct Impact Assessment �
- Develop Business Case and Project
Charter
• Develop Communication Strategy and Plan
• Develop Project Plan and Mobilize
Resources
Proprietary and Confidentia!
Perform New
ModulelFeature
Configuration
10
Perform Functional
Tesdng of New
ModulelFeatures
�
Deliverable Signoff
• Develop Test Scripts • Update Training Material
• Develop Upgrade "Playbook" • ConductTraining
• PerForm Initial Configuration and Upgrade Pass • Prepare Go Live Checklist
• Retrofit Report, InterFace, Conversion, and Enhancement • Develop Deployment Plan
(RICE) Components
• Prepare for Move To Production
• PerForm Functional and Technical Testing - Deploy and Support
• Idenfify Issues and Optimize Iterative Upgrade Passes
15
• Evaluate & Plan Phase
_ =I
°��� I
` =_ ;
;
Proprietaryand Confidential
��
;�'
`' Key Activities, , . ,
. • . Confir,m proj'ect scope -
�' •' Complete hiardware, clata'storage and infrastructure� `
, assessmenf�for �pdated fech.nology.foundation
•; Evaluate the� upgrade impact on .JD`,.Edwards RICE
components` .
• Assess critical business;_requirements
, ,
'� . �'Develop defailed,project,plan �
�•' Finalize internal ;'and external resource �equirements ��
• ,;Mobilize team �
•' ,Develop,change:management plan
���� Key� Deliverables �', � � � � � � � � � �
.
• ImpactAssessment
� • Ski�Is Assessment and'Resource Plan
��
; � • UpgradeA'pproach�&�High-Leyel Project Plan
• ':Communicatioh Plan.and Templates .:
� • Technology,(HW/Infrastructure)Assessment
• : �Testing / Training. Plan � ,
16
�
Upgrade & Test Phase
�
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Scripts
upgraae P�s
Testi�ng
Execute Up�rrade �
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Key� Activities �
• Validate:hardware and software installation'or updates ''
' • `Build development �(DV), prototype (PY), and quality
assurance, (QA)"environments
' • ,�. Complete detailed system'configuration, including `�
fiunctional areas in;;scope'of this project'
• Design`:and implement the seaurity matriz,
' • ` Refine?system configuration document`as necessary
• RetrofitRlCE;comp,onen#s'{internal and,external)for
` �:those in scope, (i.e. system to-s�rstem; and EDl) '
• �:-Conduct iterative�testing°'cycles:(unit and integration)
,, ,
• � �Conduct Validation;testing. ' '
• Gain consensus and acceptance sign-off from the
Steering committee and super u.sers ' '
• Conduct performance testing'
• "Go/No Go"::planning and evaluation criteria �
` Key Deliver:ables
• : Updated Upgrade;Checklist.or "Playbook" ;
�• ' Updatetl Test Scripts'with �esults �
�; Updated Configuratio.n and Process Qocumentation
� Testing Approval and Signoff
17
• Transition & Deploy Phase
�_�o��
,,
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Proprietaryand Confidential
--- ;�_; :; -- u
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Key �Activities � .
• Preqare#raining,environment (including converted :
� data;& configuration); materials; and schedule '
' • Conduct trainmg';and.transfer. knowledge to :
applicattons;support
• , Finalize go-live,cutover.plan .'
�
• Validate config�uration, menus; fasks; versions,
':objectsthave been �promoted into JDE production (PD)"
�•` Conduct"dressrehearsal",mockcutover,.
• Transition ownership to' application support �
`•�, Perform post go-live support�, as needed; based, on _.
organization and:'IT readiness '
•: 'Do'cument and°publish:post go-live support issues'lisf .-'
Key Deliverables ; .
�.
� • Training,Content;and,Delivery ,
• Executed Cutover Plan witli organization signoff,,
ensu�ing ,all planned'.tasks and :schedule5 complete. :
• Deployed Production E'nvironment :
•: Post' Go-Live Support Metrics� �
18
• Timeline
Project timeline and key milestones
Sept I Oct
MarketSphere �
Upgrade � `ti:,
Methodolo�v `'.
Nov � Dec � Jan � Feb
��� '• �-
�
Upgrade 8� Test � . • : � - • •
. Acceptance
� on Phase I ' �
�, Pro�ect Planning ,;' -
;' Impact'Assessment
� End user sturve ssessment ; � - ' -
. _ _.. _. _ _
�Customiz �
y Acceptance Configure/test JDE scheduler
'Net change report!.and initial training I on Phase II UPK documentation (J/E)
� Environments,setup and'tested �� Configure and test custom objects Revisit net change training
';8 11 data' hiigrated to 9'0' (sta6c/master) Migrate and test reports Migrate interfaces and 3�d party
` Functional testing"of applications i; ,;, Technical and functional workflow applications
nstallatimodules' q ` Y Pd, ,; '` for purchasing requisition approvals '� � �
on of ail,re 9ired sas em u dates ' End-user menus and security � . Acce tance �
mi rate
. , settings r .. _ _. P
on Phase III
Current data migrated -
End user validation testing
� : Installation of all agreed-upon ; �,� , s���;j��u , � , , .
� updates • ? ' E ur��ctio�aUT�chnfcal readine
� � � ♦ . • _ r ��ii�d`ata�migrafed r;
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� Go-Live and • ' }go�'edge ti���s�errf �' '�
' Compliance ; Acceptance ; o'�ur��enta6ona,� ;,
Review on Phase IV �"��'� �;'" "'`��
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Quality Quality Quality ompl�ance
Assurance Assurance Assurance
i i Review � Final
Acceptance
Proprietary and Confidential
19
• Project Management Methodology
Upgrade Project Management
Strong project management is critical to maintaining the health of the project itself, the project team, and
the client stakeholders. The intended approach will help minimize project risk, improve company
satisfaction and enhance the project environment. Our Methodology is supported and executed with a
focus on client satisfaction and implementation success. Managing project staff encompasses all facets
of direction setting, guidanae and support. Our Methodology acknowledges the "balancing act" of
managing project staff, client resources and the impact the project will have on the organization.
To help ensure the project is well-planned and delivered on-time and on-budget, MarketSphere utilizes
the following project management techniques:
• Project Management Institute ("PMI") standards have been built into our project management methodology, tools, and
deliverables
• Use of Microsoft Project to plan and manage to the project schedule
• Key milestones to establish target completion dates of major project phases and to monitor progress at interim stages
of the project
• Weekly project status reports that summarize key activities performed for the week,.key activities to be perFormed the
following week, and major issues to resolve
• Project management tools to ensure collaboration between team members and the multiple city departments
• Proven templates (e.g., process flows, requirement lists, architecture diagrams) to jump-start the development of key
project deliverables
Proprietaryand Confidenfial
2Q
• Project Management Methodology
Methodology - Tools & Templates
MarketSphere brings tools and templates that will support The City of Denton's Oracle JD Edwards initiative, including
access to a JD Edwards environment, a team collaboration tool (KSphere), and deliverable templates. The KSphere site
and templates are successfully used to support MarketSphere's projects, and are continually refined to provide the most
value to our clients. These have been successfully ufilized on previous City of Denton projecfs.
Oracle Environment
MarketSphere also runs sandbox instances of
Oracle JD Edwards to support its clients and
consultants. This provides access to a
delivered JD Edwards install for project
activities, research, testing and
demonstrations.
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Proprietary and Confidential
KSphere
MarketSphere provides access for all project
team members to KSphere, our team
collaboration tool. KSphere is a single
resource for teams to access project-related
working documenfs over the internet. KSphere
houses deliverables, calendars, contact lists
and project management tools such as
schedules, issues and task lists:
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Deliverable Templates
MarketSphere has standardized
deliverable templates that are used for all
phases of the project. These templates
provide a jumpstart on project activities,
and allow these activities to be effectively
documented.
�onuuo�. r oe:ia� vne:� r�mci
Phase Templates
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21
• Hardware & Software Requirements
Infrastructure Management Tools
Infrastructure Management includes (all hardware and software) procurement and installation, database
creation and management, database tuning, object migrations, and network access and connectivity.
MarketSphere can provide the required technical support resources, or can ofFer assistance and advice
as needed.
MarketSphere's hardware and software services will
be focused on the following:
• Hardware and software assessment to make sure it meets
minimum technical requirements (MTR)
4� � �1 �nallwrta6�anandcaue.�nmlc«[alloa0elo�1�4�1'��eFSeWa ,�;, ;jr�i x; ��:: r-:", �
• Installation of the 9.0 technical foundation on the �, E� �. ��� L�, �b
Deployment server, Enterprise server and JAS server �t �� �� �f��, ,_, �a- p��-�re�-:�T�-'
�._, _ �:-1_
• Patching all servers to the current fix current levels
• Pristine 9.0 environment
• Upgraded 9.0 DV environment
• Upgraded 9.0 CRP (Prototype) environment
• Upgraded 9.0 Production environment
• Standard web architecture
• Knowledge transfer of technical net changes to the JDE
environment
• Converting Oracle db to SQL Server
Proprietary and Confidential
open Enrollment
HR - 5T1 Enhaneed Employee Self SeNlee
BenelNs Enrollment
��
Ooen EnrolMeM
loaaut
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22
• Development Tools
RICE Components
• Preparation for an upgrade with Reports, InterFaces, Conversions and
Enhancements (RICE) is an integral part of the project. MarketSphere will work
with The City of Denton to address custom reports, third party interFaces,
conversions, and enhancements.
� The City of Denton currently maintains two custom modules, 22 custom tables,
over 200 custom reports, 13 custom processes (interactive applications), 68
customized views, 43 custom processing options, five third-party applications,
four inbound interFaces, three outbound interFaces, and currently utilizes close to
300 standard JD Edwards reports.
• All of the RICE components must be migrated and tested. Any scheduled jobs
and routines will also be thoroughly planned for, migrated, and tested.
• MarketSphere will utilize and provide it's Customization Assessment tool to
assess and plan for all custom applications for the upgrade.
Propriefary and Confidential
23
� Roles & Responsibilities
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Steering • Strategy and direction-setting body Bi-Weekly
Committee • Champion process standardization, best practice adoption, and approve deviations Meetings/Calls
• Consists of key City of Denton executive leadership
Program • Provide oversight, guidance, and feedback on project scope and issue management As Needed
Sponsor • Re�iew and approve project deliverables prior to presentation to Steering Committee
Project Manager • Manage and coordinate project execution 10%
�� ) • Participate in project planning, status updates, communications to stakeholders (internal/external)
• Serve as the upgrade Team Lead and primary contact for Market5phere
• Primary point of contact for issue resolution and deliverable review, acceptance, and presentation
Technical — CNC • Upgrade planning technical analysis 15%
(1) and • Build and deploy packages throughout the upgrade.
Developer (1) • Troubleshoot issues throughout the upgrade.
• Reports, InterFaces, Conversions, and Enhancements upgrade planning and execution
• Provide information pertaining to system architecture, data, and objects
Business • Participate in functional interviews and discussions 10%
Process Owners - Provide insight to operations and key performance indicators
• Participate in system and validation testing as-needed
• Participate in system training as-needed
Proprietaryand Confidenfial
24
• Roles & Responsibilities
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,�
Engagement • Provide oversight, guidance, and feedback on project scope and issue management As Needed
Partner / Quality • Review and approve project deliverables prior to presentation to Steering Committee
Assurance
Project • Define overall approach and methodology Part Time
Management (1) • Responsible for planning, managing, and controlling day-to-day activities, communicating with City
of Denton and MarketSphere Project Leadership, monitoring productivity, reviewing deliverables,
and leading status updates
• Primary point of contact for issue resolution and acceptance
• Quality Assurance and risk mitigation activities
Functional • Responsible for identifying, tracking, and escalating project-related issues 65%
Subject Matter • Participate in project planning, status updates, communications to stakeholders (internal/external)
Experts — Leads • Provide process oriented "best practice" input and minimize deviations
�3� • PerForm assigned detailed project tasks, prepare implementation planning documents, prepare
project work products and deliverables
• Lead project testing activities
• Assist with project training activities
Technical —CNC/ • Conduct technical assessment to determine upgrade readiness 75%
Development • Install technical foundation on development, enterprise and JAS servers (current patch level)
�� � • Upgrade development, prototype and production environments
• Reports, InterFaces, Conversions, and Enhancements upgrade planning and execution
Development (2) • Retrofit objects 75%
• Make development changes
Proprietary and Confidential
25
• ProjectArrangements
Professional Fees & Expenses
Based on our understanding of the scope and resources available from The
City of Denton, we believe the successful completion of the project will require
the following MarketSphere staff:
We propose the following arrangement for the project:
• Not-to-Exceed (fixed) proposal for professional services including travel expenses will
be $295,500 �
• A billing schedule will be established with four separate billings of $73,875 due at the
end of each phase milestone
Proprietary and Confidentia! 26
• Representative Project Team
Submission Requirements
MarketSphere is registered to provide services in the state of Texas and
successfully meets the requirements specified in the RFP pertaining to:
1. JD Edwards and Oracle Implementations (8 years)
2. Certified JDE Partner or Value Added Reseller (VAR)
3. IT consulting for governmental agencies
4. CNC subject matter experts
5. Application development resources
6. Overall project manager must have system design, implementation, and upgrade
experience
The above mentioned requirements are presented throughout the proposal. Our
experience is further demonstrated by the resource bios shared on the following
pages
Proprietary and Confidential
27
• Subject Matter Experts
JD Edwards Financials
Greg VerMulm (also Project Management for this opportunity)
• Over 18 years of experience in accounting operations, strategic planning, process optimization, financial
management system implementation, management/performance reporting and project management
• 40+ implementation "go-lives" specifically with JD Edwards software products
• Managed complex JD Edwards financials, job cost, fixed assets projects interfacing with third party systems
Jeff Meadows
• Over 13 years of experience as a technology consultant and managing systems implementations of JD Edwards
• 20+ implementation "go-lives" with JD Edwards software products working with Arthur Andersen, PwC, IBM, and
MarketSphere
• Jeff's professional education in accounting, expansive JD Edwards skills, communication skills, and his deep
knowledge of numerous industries allows him to quickly gain the confidence of client executives
Robert Smith
• Certified PublicAccountant, Certified ManagementAccountant, Certified Information Technology Professional,
Certified Software Trainer
• 30+ implementation "go-lives" with JD Edwards software products in 17 years of working with JD Edwards
soffinrare solutions
• End user, consultant, and project management experience with JD Edwards General Ledger, Accounts
Receivable, Accounts Payable, Job Cost, Fixed Assets, Maintenance, Work Orders, Contract Billing modules
• Technical/Data conversion lead on 10 different JD Edwards financials implementations
Proprietary and Con�dential
�
• Subject Matter Experts
JD Edwards Sales Order / Purchasing I Inventory
Greg Davis (also Project Management for this opportunity)
• 26 implementation "go-lives" with JD Edwards software products, current MarketSphere JD Edwards Solution
Leader
• Specializes in project advisory and programlproject management on JD Edwards implementations with complex
third party integrations
Craig Davied
• 14 years of professional experience in JD Edwards ERP implementations
• 20+ implementation "go-lives" specifically with JD Edwards sofiware products
• JD Edwards focus on the finance and distribution processes across several industries
• Recognized in the consulting industry as a Project Costing (Job Cost) subject matter expert
James Talley
• Over 14 years of JD Edwards experience and 11 years of IT consulting experience
• Implementation experience with World, Xe, OneWorld, and EnterpriseOne JD Edwards versions
• Primary focus on operational improvement projects leveraging JD Edwards systems to drive process redesign
and standardization
• Heavy focus on JD Edwards design, implementation, training, process improvement, and change management
functions
• Business advisory experience in six different industries
Proprietary and Confidentia!
29
• Subject Matter Experts
JD Edwards HR / Payroll
Jen Duran
• Human Resources and Payroll subject matter expert with over five years of consulting experience with JD
Edwards
• Jen has completed three JD Edwards 9.0 projects focusing on HR/Payroll applications — from design and
configuration through testing and validation
• Jen is an accomplished trainerwith experience in large-scale project change management
Colette Reinhard
• 20+ ERP client engagements with MarketSphere with an emphasis in Human Capital Management (Human
Resources and Payroll)
• Colette maintains a unique combination of functional and technical JD Edwards capabilities
• Recently completed JD Edwards 9.0 HR/Payroll implementation
Proprietary and Confidentia!
�
• Subject Matter Experts
JD Edwards CNC
Charles Anderson
• Over 15 years of JD Edwarcls CNC experience with a dozen installations across a broad spectrum of technical
platForms
• Strong expertise with ERP enhancement products including Oracle Business Intelligence, JD Edwards Business
Services, Single Sign On configuration, Hyperion, Oracle Warehouse Builder and Essbase
• MarketSphere working experience with the City of Denton and resides in Texas
Proprietary and Confrdentia!
31
• Subject Matter Experts
JD Edwards Development
Craig Morris
• Proven technical development experience in all core modules including: Finance, Accounting, Manufacturing,
Distribution, HR/Payroll, etc.
• Over 20 successful go-lives across 15 years of JD Edwards development experience
• MarketSphere working experience with the City of Denton and resides in Texas
Sean Byrne
• Over 12 years of strong technical JD Edwards development and management experience in all core modules
including: Finance, Accounting, Manufacturing, Distribution, Real Estate, etc.
• Sean is a trusted resource, frequently leaned on for expert guidance in all facets of the development lifecycle
• Successfully cooperated in over 30 JD Edwards implementations across the US and Canada
Propriefaryand Confidentia!
32
• Final Thoughts...
Our value proposition to the City of Denton
• Previous working relationship with City of Denton on two JD Edwards
projects .
• Knowledge of City of Denton resources, process'es, and JD Edwards
installation
• Cognizant of the importance of compliance and data inte rit throu hou
9 Y g t the
upgrade process — accounted for in our methodology
• Local leadership and local project team members (wherever possible —
highly committed to your success �
• Big 4 experience and depth without the Big 4 price
• Full-service JD Edwards capabilities —"one stop shop" — we can rovide
JDE functional and technical consulting services p
• JD Edwards implementation and upgrade experience in highly re ulated
industries and government organizations g
• From past experience, we understand the limited availability of Cit of
Denton resources and will minimize their involvement in this r y
p ocess
• Ready to hit the ground running and excited for a successful u i
pgrade.
Proprietary and Confidential
33
' r � DATE �MMIDDlYYYY)
�OR° CERTIFICATE OF LIABILITY INSURANCE73o�zo�z 11/9/2011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
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REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
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certificate holder in lieu of such endorsement(s).
PRODUCER Lockton Companies, LLC-1 Kansas City NAMEACT
444 W. 47th Street, Suite 900 PHONE Fax
Kansas City MO 64112-1906 E�ANo Ext : A/C No :
(816)960-9000 ADDRESS:
1057399 MARI�ETSPHERE CONSULTING, LLC
14301 FNB PARKWAY
OMAHA NE 68154
INSURER A :
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f!f!•ItI1Z:7
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EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TypE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP
LTR I SR WVD POLICY NUMBER MMIDDIYYYY MMIDO/YYYY LIMITS
A GENERAL LIABILITY Y N ZDK920635600 7/30/2011 7/30/2012 E CH OCCURRENCE
DAMAGE TO RENTED
X MMERCIAL GENE BILITY PREMISES (Ee occurrence) $ 1 OOO OOO
CLAIMS-MADE �OCCUR MED EXP An one erson 1 � ���
X EBL$1MIL/1$MIL PERSONAL&ADVINJURY $ 1�000�000
GENERAL AGGREGATE S 2 OOO OO
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG L OOO OOO
POLICY X PRO- $
JECT X LOC
[� AUTOMOBILE LIABILITY N N ZDK920635600 7/30/2011 7/30/2012 (Ea aecldenq $ 1 QQQ QQQ
ANY AUTO BODILY INJURY (Per person) $ XX�XXX
ALL OWNED SCHEDULED BODILY INJURY Per accidenl XX�XXX
AUTOS AUTOS $ XXXXXXX
NON-OWNED PROPERTYDAMAGE
X HIRED AUTOS X AUTOS
X HCPD-$50,0 0 500/500 DED $ XXXXXXX
A X UMBRELLA LIAB X OCCUR N N UHK912183400 7/30/2011 7/30/2012 EACH OCCURRENCE $% Q�Q QQ�
EXCE33 LIA6 CLAIMS-MA�E AGGREGATE $% OOO OOO
DED RETENTION $ $ XXXXXXX
B WORKERS COMPENSATION Y/ N N 001646273 7/.iO/2011 7/3O/2012 X TORY LIMIT �ER
AND EMPLOYERS' LIABILITY
ANY PROPRIETORIPARTNERIEXECUTIVE N� A E.L. EACH ACCIOENT $ OOO
OFFICERlMEMBER EXCLUDE�7 ❑N
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1 Q�� Q��
If yes, describe under E.L. DISEASE - POLICY LIMIT $ 1
DESCRIPTION OF OPERATIONS 6elow
DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schadule, If more space is required)
CITY OF DENTON TX IS ADDITIONAL INSURED UNDER GENERAL LIABILITY WITH RESPECT TO OPERATIONS OF THE NAMED INSURED.
SHOUL� ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
11516349
CITY OF DENTON TX
Attn: ELTON BROCIC
901 B TEXAS ST
DENTON TX 76209
ACORD 25 (2010/05) The ACOR� name and logo are registerad marks of ACOR� — OO'I98H-ZO'I O A�Of� CORP