2014-377ORDINANCE NO. 2014-3%%
AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING,
AND APPROVING A CONTRACT WITH GRANT THORNTON LLP TO PERFORM A JD
EDWARDS (JDE) SOFTWARE APPLICATION UPGR.ADE FROM VERSION 9.0 TO 9.1 AND
TOOLS UPGRADE FROM 9.1.3 TO 9.1.4, PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5575-AWARDED TO GRANT
THORNTON LLP IN THE THREE (3) YEAR AMOUNT NOT TO EXCEED $437,500).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
JD Edwards Upgrade services 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 �1. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the "Request for 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.
RFP
NUMBER � `( � C�'l �� �C°`1"(:)R AMOUNT
5575 Grant Thornton LLP $437,500
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 File 5575 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 proposals.
SECTION_ 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ��°������,� day of m��� �� �,�' ,������,om m� 2014
CHRIS WATTS, MA
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:._ ........m� � w�..������� X"����
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CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND GRANT THORNTON LLP
(RFP #5575)
THIS CONTRACT is made and entered into this � day of /�/�✓• A.D., 2014,
by and between Grant Thornton LLP an Illinois limited lia ility partnership, whose address is
1717 Main Street, Suite 1500, Dallas, Texas 75201, hereinafter referred to as "Contractor,"
"Offeror," "Vendor," or "Respondent" 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 and/or services in accordance with the City's document
RFP # 5575 — JD Edwards 9.1 and Tools 9.1.4 Software Ungrade Services, a copy of which is on
file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract
consists of this written agreement and the following items which are attached hereto and
incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A");
(b) Request for Proposal (Exhibit "B" on File at the Office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit "C");
(d) Insurance Requirements (Exhibit "D");
(e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "E");
(� Contractor's Proposal. (Exhibit "F");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the
provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving
precedence first to the written agreement then to the contract documents in the order in which
they are listed above. These documents shall be referred to collectively as "Contract
Documents."
Contract # 5575
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
ATTEST:
TF.NNTFF.R WAT.TRR� (''TTY RF.C'.RF.TARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: „�" � ,� �"„M��-� . ��
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Contract # 5575
CONT
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CITY OF DENTON, TEXAS
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GEORGE C. CAMPBELL, �� :1"� MANAGER
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Exhibit A
Special Terms and Conditions
Total Contract Amount
The contract total for services shall not exceed $350,000 for Phases I— IV of the 9.1 and Tools
9.1.4 upgrade project, and $87,500 for additional individual consulting projects following the
upgrades. The total contract value shall not exceed $437,500. Pricing shall be per Exhibit F
attached. All travel expenses incurred during the services rendered under the contract shall be
incorporated into the pricing presented in Exhibit F.
Contract Term
The contract term will be one (1) year, effective from date of award. The City and the Contractor
shall have the option to renew this contract for an additional two (2) one-year periods for
potential on-going support or maintenance of the solution, and potential additional services that
may be necessary.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council; unless either party
notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton,
the contract may be further extended as needed beyond the additional two (2) renewal terms, not
to exceed a total of six (6) months.
Price Escalation and De-escalation
Prices quoted for the services described in RFP #5575 must be firm for a period of one year from
date of contract award. Any request for price adjustment must be based on the, U.S. Department of
Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for Data management and storage,
information transformation and other services (PCU5182105182104). The price will be increased
or decreased based upon the annual percentage change in the PPI. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal
date. Should the PPI change exceed a minimum threshold value of +/-1%, then the stated eligible
bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year.
The supplier should provide documentation as percentage of each cost associated with the unit
prices quoted for consideration.
Requests must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also
provide supporting documentation as justification for the request.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as
competitive with the general market price at the time, and become effective upon the renewal date
of the contract award or reject the increases within 30 calendar days after receipt of a properly
submitted request. If a properly submitted increase is rejected, the Contractor may request
cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-
price increase prices must be honored on orders dated up to the official date of the City of Denton
approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number.
Contract # 5575
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City's solicitation are applicable to Contracts/Purchase
Orders issued by the City hereinafter referred to as the City or Buyer and the Seller herein after
referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed
by a representative of the City's Procurement Department and the Supplier. No Terms and
Conditions contained in the Seller's Solicitation Response, Invoice or Statement shall serve to
modify the terms set forth herein. If there is a conflict between the provisions on the face of the
Contract/Purchase 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.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, 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. INVOICES:
A. The Contractor shall submit 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 invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department's Name,
and the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill 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
writing, 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-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate 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 Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
Contract # 5575
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.
4. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Invoices will be paid within thirty
(30) calendar days of the City's receipt of the invoice being received in Accounts Payable, unless
the City disputes the invoice in good faith.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or
the maximum lawful rate; except, if payment is not timely made for a reason for which the
City may withhold payment hereunder, 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 that the invoice matches the shipment or
delivery.
D. The City may withhold a reasonable, proportional part of any payment otherwise due the
Contractor to such extent as may be necessary on account o£
i. delivery of deliverables by the Contractor which substantially fail to meet the
specifications agreed to in writing by the parties; provided, however, that the City gives
Contractor a reasonable amount of time to correct any such non-conformities;
ii. third party claims directly related to the services or deliverables provided by
Contractor, which are not covered by the insurance which the Contractor is
required to
provide, are filed;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors
caused by the Contractor or its personnel,
which is not covered by insurance required to be provided by the Contractor;
v. [Intentionally omitted];
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 for delinquent
taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will 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 promptly paid or, if payrnent is not possible, returned
to the Contractor. The City shall provide the Contractor written 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 the 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.
Contract # 5575
5. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms.
6. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and 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 contract. Final payment, retainage, or both may be withheld if
the Contractor is not in compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from failure of the Contractor
to comply with the Contract or the terms of any warranty specified herein, (3) arising from the
Contractor's continuing obligations under the Contract, including but not limited to indemnity
and warranty obligations, or (4) arising under the City's right to audit.
7. RIGHT TO AUDIT:
A. The City shall have the right, no more than once in any rolling twelve (12) month period, to
audit and make copies of the fee and expense documentation and work product ("Records")
pertaining to the Contract. The Contractor shall retain such Records pertaining to the Contract
period and five years thereafter, except if an audit is in progress or audit findings are yet
unresolved, in which case records shall be kept until all audit tasks are completed and resolved.
These Records shall be available, within ten (10) business days of written request. Further, the
Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all
fee and expense documentation and work product pertaining to the Contract, and to allow the
City similar access to those documents. The cost of the audit will be borne by the City unless the
audit reveals an overpayment of 10% or greater. If an overpayment of 10% or greater occurs, the
reasonable cost of the audit, including any travel costs, must be borne by the Contractor which
must be payable within twenty (20) business days of receipt of an invoice. Notwithstanding the
foregoing or anything in this Contract, nothing this Section or any audit or inspections hereunder,
shall violate or cause Contractor to violate any of Contactor's professional standards, privacy,
confidentially or legal obligations and provided further, that Contractor's work papers and other
proprietary materials are excluded from such audit.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City's sole discretion, grounds for termination thereof.
8. 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 deliverables provided by a
Subcontractor that substantially fail to meet the written specifications. If a Plan has been
approved, the Contractor is additionally required to submit a monthly Subcontract Awards and
Expenditures Report to the Procurement 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
Contract # 5575
the terms 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 Contract;
ii. prohibit the Subcontractor 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 amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms 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 Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The 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 the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
9. WARRANTY-PRICE:
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.
10. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a professional efforts
basis in accordance with professional standards and practices, the terms, conditions, and
covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations.
The warranties contained in this Contract are in lieu of, and Contractor expressly disclaims, all
other warranties, express, implied or otherwise, including without limitation any implied
warranties of inerchantability or fitness for a particular purpose. Contractor does not warrant
computer hardware, software or services provided by other parties.
A. The City acknowledges that the Contractor's work is highly dependent on the availability of
the City's personnel, other contractors and/or representatives of the City, and other factors
beyond the Contractor's control. The Contractor will use commercially reasonable efforts to
assist the City in meeting any stated deadlines but the City acknowledges that despite these
efforts, due to such factors, any stated deadlines and timelines may not be met. The City
acknowledges that the City is responsible for adjustments in deadlines due to delays or lack of
availability on the part of its personnel. B. Unless otherwise specified in the Contract, the
warranty period shall be at least thirty (30) days from the delivery of the applicable deliverable.
If during the warranty period, prior to final acceptance, one or more of the above warranties are
Contract # 5575
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall give the Contractor
written notice of the breach of warranty within thirty (30) calendar days of discovery of the
breach warranty. Contractor does not warrant and is not responsible for any third party products
or services. The City's sole and exclusive rights and remedies with respect to any third party
products or services are against the third party vendor and not against Contractor. To the extent
the City requests Contractor's assistance in identifying, troubleshooting, or resolving issues with
third-party products, Contractor will perform such services, and the City will be responsible for
such charges, regardless of whether relief or remedy is received by the affecting third party.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
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.
11. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: 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 parties may agree
in writing to reduce the cost of such services or deliverables.
12. 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.
13. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation 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..
14. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails
to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails
to provide adequate assurance of performance under Paragraph 12, (c) becomes insolvent or
seeks relief under the bankruptcy laws of the United States or (d) makes a material
misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted
by the Contractor to the City.
15. TERMINATION FOR CAUSE: In the event of a default by a party, the non-breaching
party shall have the right to terminate the Contract for cause, by written notice effective thirty
(30) calendar days, unless otherwise specified, after the date of such notice, unless the breaching
party, within such thirty (30) day period, cures such default, or provides evidence sufficient to
prove to the non-breaching party's reasonable satisfaction that such default does not, in fact,
exist. Additionally, in the event of a default by the Contractor, the City may remove the
Contractor from the City'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 cumulative and are not exclusive of any other right or remedy provided by law. In
Contract # 5575
the event that Contractor determines, in its professional judgment, that it cannot complete the
services, Contractor may withdraw from the engagement without liability. In addition,
Contractor reserves the right to, in whole or in part, decline to perform services if information
comes to its attention indicating that performing any services could cause Contractor to be in
violation of applicable law, regulations or standards or in a conflict of interest, or to suffer
reputational damage.
16. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, 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 promptly 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 Appropriated or otherwise
legally available for such purposes, for all goods delivered and services performed and expenses
and obligations incurred prior to the date of termination in accordance with the terms hereof.
17. FRAUD: Fraudulent statements by the Contractor on any Offer 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 by the City and may result in legal action.
18. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor
if the 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 use reasonable efforts to 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 37. 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 within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of
such failure to perform.
19. INDEMNITY; LIMITATION OF LIABILITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution
mechanism, including reasonable attorney and other professional fees for: (1) damage to
or loss of the property of any person (including, but not limited to 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
Contract # 5575
the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault"
means the sale of non-conforming deliverables, negligence, willful misconduct or a
breach of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF OR RESULTING FROM THE
FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES
OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S
OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED
TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT
NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD
PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM.
Notwithstanding any term in this Contract, Contractor's liability to City of Denton or its
insurers for any loss or damage regarding this Contract shall be limited as follows: i) for
those claims covered by Contractor's insurance where City of Denton has been named as
an additional insured upon the applicable insurance policy, Contractor's liability shall be
limited to the amount specified herein of the applicable insurance policy; ii) for all other
claims except those arising as a result of Contractor's violation of applicable law or patent
infringement, Contractor's liability shall in no event exceed $1,000,000, whether as a result
of breach of contract, indemnity, warranty, tort (including negligence), strict liability or
otherwise.
20. INSURANCE: The following insurance requirements are applicable, in addition to the
specific insurance requirements detailed in EXHIBIT D The successful Contractor shall procure
and maintain insurance of the types and in the amounts acceptable to the City. The insurance shall
be written by a company licensed to do business in the State of Texas and satisfactory to the City.
A. General Requirements:
i. The Contractor shall 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 performance warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverages and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer 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
extension option or hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required 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.
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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 A- VII or better. The City
will accept workers' compensation coverage written by the Texas Workers'
Compensation Insurance Fund.
vi. All 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 Department
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 both the City and the Contractor, shall be considered primary
coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the
Contractor shall carry Umbrella or Excess Liability Insurance for any differences in
amounts specified. If Excess Liability Insurance is provided, it shall follow the form of
the primary coverage.
ix. [Intentionally omitted.]
x. [Intentionally omitted.]
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 for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
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 all applicable
coverage's indicated within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are
required amounts and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
21. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse affect on the
Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the
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 the 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 Attorney. Personal delivery to the City Attorney
shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201.
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22. NOTICES: Unless otherwise specified, all notices, requests, or other communications
required or appropriate to be given under the Contract shall be in writing and shall be deemed
delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or
Registered Mail, Return 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 901 B Texas Street, Denton,
Texas 76209 and marked to the attention of the Purchasing Manager.
23. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall 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 subject to the Texas Public
Information Act, Chapter 552, and Texas Government Code.
24. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall 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, to the best of the Contractor's knowledge, no claims have been made by any person or
entity with respect to the ownership or operation of the deliverables and the Contractor does 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 and against all liability, damages, and reasonable
costs (including court costs and reasonable fees of attorneys and other professionals) arising out
of or resulting from any third party claim that the City's exercise anywhere in the world of the
rights associated with the City's ownership, and if applicable, license rights, and its use of the
deliverables infringes the intellectual property rights of any third party. The foregoing
indemnification obligation shall be the City's sole and exclusive remedy, and Contractor's sole
and exclusive liability, for any claim of intellectual property infringement. In the event of any
such claim, the City shall have the right to monitor such claim or at its option and expense
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. Notwithstanding the foregoing, Contractor and its present and former partners,
principals and employees shall not be liable for any special, consequential, incidental, exemplary
damages or loss (or any lost profits, taxes, interest, tax penalties, savings or business
opportunity) or any loss, damage, or liability arising from the negligence or willful misconduct
of the City.
25. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require access to certain of the City's and/or its licensors' confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, "Confidential Information"). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
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unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential
Information in strict confidence and shall not disclose, disseminate, copy, divulge, 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 governmental authority,
regulatory authority, or accounting oversight body with proper jurisdiction, provided the
Contractor, to the extent legally permissible, promptly notifies the City before disclosing such
information so as to permit the City reasonable time to seek an appropriate 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 reasonable measures to ensure the continued confidentiality of
the Confidential Information.
26. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables. The City hereby grants to the
Contractor a perpetual, royalty-free, non-transferable license to use the deliverables for the
Contractor's internal business purposes.
A. [Intentionally Omitted.]B. Copyrights. As to any deliverables containing copyrightable
subject matter, the Contractor agrees that upon full payment of all fees by the City, 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 26 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 services to the City hereunder to
execute, acknowledge, and deliver an assignment to the City o� all worldwide right, title, and
interest in and to such deliverables. With respect to such work made-for-hire, the Contractor
agrees to execute, acknowledge, 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 iYs
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection 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 the deliverables. The Contractor's obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as
those described in this Paragraph 26 a., b., and c. shall continue after the termination of this
Contract with respect to such deliverables. In the event the City should not seek to obtain
copyright 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 terms of Paragraph 25
above.
D. Notwithstanding anything to the contrary, the Contractor shall retain sole and exclusive
ownership of and all right, title and interest in and to any know-how, concepts, techniques,
methodologies, ideas, processes, models, templates, tools, utilities, routines and trade secrets that
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(i) existed prior to, or were developed independent of, this engagement or (ii) may have been
discovered, created or developed by the Contractor as a result of its own efforts during this
engagement, which are of general application and do not contain the City's Confidential
Information (collectively, the "Contractor Property"). The City shall acquire no right to or
interest in the Contractor Property, except for a non-exclusive, non-transferable, royalty-free
right to use such Contractor Property solely in connection with the City's permitted use of the
deliverables to the extent any Contractor Property is incorporated therein. The City will not
sublicense or otherwise grant any other party any rights to use, copy or otherwise exploit or
create derivative works from the Contractor Property.
E. Professional standards require the Contractor to maintain sufficient documentation to support
its work. The documentation developed in the course of performing the Contractor's services
(including working papers) pursuant to this Contract is the property of the Contractor. The
Contractor will retain such documentation in accordance with its document retention policies,
which may be amended from time to time. The documentation may include the City's original
information, as well as copies of the City's Confidential Information. The Contractor will return
the City's original documents or original Confidential Information upon request and such
information shall be maintained in accordance with the confidentiality obligations set forth in
this Contract.
27. 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 source shall be
identified.
28. 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 by law.
29. 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 other remedy available, to cancel the Contract without liability and to
deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such
commission, percentage, brokerage or contingent fee.
30. GRATUITIES: The City may, by written notice to the Contractor, cancel the 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
with a view toward securing the Contract or securing favorable treatment with respect to the
awarding or amending or the making of any determinations with 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 of the cost incurred by the Contractor in providing such gratuities.
31. 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
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have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of
Interest Questionnaire (Exhibit E).
32. 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 Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City, Texas for the
purposes of income tax, withholding, social security taxes, vacation or sick leave 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 perform the services hereunder according to the attached specifications at the general direction
of the City Manager of the City, Texas, or his designee under this agreement.
33. ASSIGNMENT-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 delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
34. 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
renunciation is supported by consideration and is in writing 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.
35. 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 change the terms, covenants, and conditions of the
Contract.
36. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the
parties or course of performance or usage of the trade shall be relevant to supplement or explain
any term used in the Contract. Although the Contract may have been substantially drafted by one
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, is used in the
Contract, the UCC definition shall control, unless otherwise defined in the Contract.
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37. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the
filing of a lawsuit 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 the
parties. Each party shall include, at a minimum, one (1) senior level individual 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 directly to mediation
as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the
negotiation process, the parties may select, within thirty (30) 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 nominated 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 to agree on a mediator within
thirty (30) calendar days of initiation of the mediation process, the mediator 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
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.
C. 1N THE UNLIKELY EVENT THAT MEDIATION IS UNSUCCESSFUL AND A
LAWSUIT IS BROUGHT, THEN THE PARTIES KNOWINGLY AND WILLINGLY EACH
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY AGREES THAT
ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT WITHOUT
A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE
THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION
OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR 1N PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF OR
THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.
38. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform 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
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to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall 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.
39. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the
Contract shall in no way affect the validity 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 not 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.
40. HOLIDAYS: The following holidays are observed by the Cit�:
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 5:00 pm, Monday through Friday, excluding City of
Denton Holidays. Any scheduled deliveries or work performance on the City's premises not
within the normal hours of operation must be approved by the City Manager of Denton, Texas
or his authorized designee.
41. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the intellectual property
infringement warranty, indemnity, and confidentiality obligations of the parties, shall survive the
expiration or termination of the Contract.
42. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City is prohibited from contracting with or making prime or sub-awards to parties that are
suspended or debarred or whose principals are suspended or debarred from Federal, State, or
City Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its
principals are not currently suspended or debarred from doing business with the Federal
Government, as indicated by the General Services Administration List of Parties Excluded from
Federal Procurement and Non-Procurement Programs, the State of Texas, or the City.
43. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any
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discriminatory employment practice. No person shall, on the 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.
44. 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.
A. Definitions. As used in this paragraph
i. "Component" means an article, material, or supply incorporated directly into an 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 firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition,
plus allocable overhead costs, but excluding profit. Cost of components does not include any
costs associated with the manufacture of the end product.
iii. "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 50 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 satisfactory 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 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. l0a - lOd) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will 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 shall 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".
45. RIGHT TO INFORMATION: The City 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.
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46. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
47. PREVAILING WAGE RATES: All respondents will be required to comply with Provision
5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment
of prevailing wage rates and prohibiting discrimination in the employment practices.
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48. 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; (ii) §36.09 of the Texas
Penal Code, which prohibits the offering or conferring of benefits to public servants. The
Respondent shall give all notices and comply with all laws and regulations applicable to
furnishing and performance of the Contract.
49. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate
on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section
530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law
employees. Respondent is responsible for both federal and State unemployment insurance
coverage and standard Worker's Compensation insurance coverage. Respondent shall ensure
compliance with all federal and State tax laws and withholding requirements. The City 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 and
shall pay all costs, penalties, or losses incurred by the City resulting from Respondent's omission
or breach of this Section.
50. 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 amendments to the final rule that may
hereafter be issued.
51. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property
and equipment caused by the Respondent and its employees, agents, subcontractors, and
suppliers, including any delivery or cartage company, in connection with any performance
pursuant to the Contract. The Respondent shall notify the City Procurement Manager in writing
of any such damage within one (1) calendar day.
52. FORCE MAJEURE: The City 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 of God, or other unavoidable cause not attributable to the fault or negligence of the
party claiming excuse by reason of force majeure. In the event of an occurrence under this
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Section, the Respondent will be excused from any further performance or observance of the
requirements so affected for as long as such circumstances prevail and the Respondent continues
to use commercially reasonable efforts to recommence performance or observance whenever and
to whatever extent possible without delay. The Respondent shall immediately notify the City
Procurement Manager by telephone (to be confirmed in writing 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.
53. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance 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 operate to limit, impair, preclude, cancel, waive or otherwise 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.
54. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no
provision of the Contract is in any way intended to constitute a waiver by the City of any
immunities from suit or from liability that the City may have by operation of law.
55. RECORDS RETENTION: The Respondent shall retain all fee and expense documents and
work products ("Records"), relating to the performances 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, or until the CPA or State Auditor's Office is satisfied that all audit and litigation
matters are resolved, whichever period is longer. Upon ten (10) business days' notice, no more
than once in any rolling twelve (12) month period and at the City's own expense, the Respondent
shall grant access to Records pertinent to the Contract to the CPA, the State Auditor of Texas,
and any federal governmental entity that has authority to review records due to federal funds
being spent under the Contract. Notwithstanding the foregoing or anything in this Agreement,
nothing this Section or any audit or inspections hereunder, shall violate or cause Contractor to
violate any of Contactor's professional standards, privacy, confidentially or legal obligations and
provided further, that Contractor's work papers and other proprietary materials are excluded
from such audit.
56. ELECTRONIC COMMUNICATIONS: During the course of the engagement, the parties
may need to electronically transmit confidential information to each other and to third-party
service providers or other entities engaged by either party. Electronic methods include
telephones, cell phones, e-mail, cloud services and fax. These technologies provide a fast and
convenient way to communicate. However, all forms of electronic communication have inherent
security weaknesses, and the risk of compromised confidentiality cannot be eliminated. The City
agrees to the use of electronic methods to transmit and receive information, including
Confidential Information and accept the risk of doing so.
57. THIRD PARTY BENEFICIARIES. The information contained in the documents prepared
by Contractor in the course of providing services under the terms of this Contract is for the sole
use of the City in accordance with the purpose of this Contract hereunder. The deliverables are
not for a third party's benefit or reliance, and Contractor disclaims any contractual or other
responsibility or duty of care to others based upon the services or deliverables. Any deliverables
or documents delivered by Contractor shall be released only as redacted in accordance with law
Contract # 5575
or with the prior written permission of Contractor. The City agrees to protect the deliverables
from unauthorized use and to prevent disclosure of the deliverables to unauthorized third parties
who may rely on them. Except to the extent expressly provided hereto to the contrary, no third
party beneficiaries are intended under this Contract.
58. RESPONSIBILITIES.
A. The City will remain responsible for the care and control of its premises, for all internal
books and record keeping, for establishing and maintaining effective internal control and for all
management functions, responsibilities and decisions.
B. The Contractor shall not be responsible or liable for any (i) service interruptions of or (ii)
corruption or damages (whether direct, indirect, consequential or otherwise) to the City's or third
party's information systems and the information and data contained therein, including but not
limited to denial of access, automatic shutdown of information systems caused by or resulting
from the Contractor's performance of the services.
C. Unless otherwise specified herein, the City shall obtain for the Contractor, on a timely
basis, any internal and third-party permissions, licenses or approvals that are required for the
Contractor to perform the services (including use of any necessary software or data). The City
shall also provide the Contractor, on a timely basis, with such information, approvals and
assistance as may be necessary to the Contractor's work or as the Contractor may reasonably
request, and the Contractor's personnel assigned to any work hereunder shall not be assumed or
deemed to have knowledge of information provided to others, whether external to or within the
Contractor.
D. The Contractor shall be entitled to rely on the accuracy, completeness and reliability of
all information provided by, and on all decisions and approvals of, the City and its retained
advisors, consultants or legal counsel. The Contractor's work does not guarantee that errors and
irregularities will not occur and it may not detect errors or irregularities if they arise.
E. The City will designate at least one management-level individual to be responsible for the
services on its behalf. The designated individual shall be able and willing to oversee and monitor
the ongoing activities related to the services, and shall possess suitable skill, knowledge and
experience to be able to carry out the aforementioned management responsibilities. Moreover,
the designated individual shall be in a position to render an informed judgment on the results of
the services. The City's representative will be solely responsible for applying independent
business judgment with respect to the Contractor's services, including without limitation
establishing and monitoring the performance of the services to ensure the objectives have been
met, evaluating the adequacy of the engagement and any recommendations made, exclusively
rendering decisions that involve management functions related to the engagement, accepting full
responsibility for decisions on implementation or other further course(s) of action, and
establishing and maintaining internal controls.
Contract # 5575
Exhibit D
INSURANCE REQUIREMENTS AND
WORKERS' COMPENSENTATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations,
which the successful contractor shall have a duty to maintain throughout the course of this
contract.
STANDARD PROVISIONS:
Withouf limifing any of the other obligations or liabilifies of the Contractor, the
Contractor shall provide and mainfain unfil fhe contracted work has been completed and
accepted by the City of Denfon, Owner, the insurance coverage as indicafed hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of
insurance including any applicable addendum or endorsements, containing the contract
number and title of fhe project. Contractor may, upon written request to the
Purchasing Department, ask for clarification of any insurance requirements af any time;
however, Confractor shall not commence any work or deliver any material until he or she
receives nofificafion that the confracf has been accepfed, approved, and signed by the
City of Denfon.
All insurance policies proposed or obtained in safisfaction of fhese requirements shall
comp/y with the following general specifications, and shall be mainfained in compliance
with these general specificafions throughout the duration of fhe Contract, or longer, if so
nofed:
Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A- VII or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured
retentions with respect to the City, its officials, agents, employees and volunteers; or, the
contractor shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
� Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
� That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Cancellafion: City requires 30 day wriften notice should any of the policies
described on the certificate be cancelled before the expiration date.
Contract # 5575
• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double
the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse
date. If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
A/l insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply wifh the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the durafion of the Contract,
or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
Contract # 5575
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than 500 000 either in a single policy or in a combination
of basic and umbrella or excess policies. The policy will include bodily injury and
property damage liability arising out of the operation, maintenance and use of all
automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non-owned autos.
[ ] Workers' Compensation Insurance
Contractor shall purchase and maintain Workers' Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a$500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
perFormed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation
Commission (TWCC).
[] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an "occurrence" basis and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
$500,000.00 combined bodily injury and property damage per occurrence with a
$1,000,000.00 aggregate.
[] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to
the contractor or if a contractor leases or rents a portion of a City building. Limits of not
less than each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
Contract # 5575
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery
inside/outside the premises, burglary of the premises, and employee fidelity. The
employee fidelity portion of this coverage should be written on a"blanket" basis to cover
all employees, including new hires. This type insurance should be required if the
contractor has access to City funds. Limits of not less than $ each
occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts
and specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
Contract # 5575
Exhibit E p
� �`
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other person doina business with local s�overnmental entitv
This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE
USE ONLY
This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received
person who has a business relationship as defined by Section 176.001(1-a) with a local governmental
entity and the person meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not
later than the 7th business day after the date the person becomes aware of facts that require the
statement to be filed. See Section 176.006, Local Government Code.
A person commits an offense if the person knowingly violates Section 176.006, Local Govemment
Code. An offense under this section is a Class C misdemeanor.
� Name of person who has a business r�l�t�a� '�i� with local governmental entity.
� �
2
� Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7'h business day after the date the originally filed questionnaire becomes incomplete or
inaccurate.)
3
Name of local government officer with whom filer has an employment or business relationship.
Name of Officer
This section, (item 3 including subparts A, B, C& D), must be completed for each officer with whom the filer has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach
additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than
investment income, from the filer of the questionnaire?
� Yes � No
B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from
or at the direction of the local government officer named in this section AND the taxable income is not received
from the local governmental entity?
� Yes ,,,�.�...�I No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the
local government officer serves as an officer or director, or holds an ownership of 10 percent or more?
� Yes � No
D. Describe each affiliation or business relationship.
_... ...� ..............� � ;�.... .. y �
4 �.� � r,�-
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_ S�m�� ����� � ..���zc� domg busines.. ... .._.g.... � .�.....�....��� ��������.
�� of �� � s with the overnmental Date
���City
Contract # 5575
Contract # 5575
Exhibit F
Contractor's Pricing and Proposal
Contract # 5575
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SOLICITATION CHECKLIST
ATTACHMENT A
BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS
i. Contractor Lega1 Name (for contracting purposes): Grant Thornton LLP
2. Subsidiary of N/A
3. Organization Class (circle):
Parinersltin
4. Tax Payer ID#: 36-6055558
5. Date Established: August l, 1924
6. Historically Underutilized Business: No
7. Does your company have an established physical presence in the State of Texas, or the City
of Denton? Yes, state of Texas. Offices in Dallas, Austin, Houston, and San Antonio
8, Please provide a detailed listing of all pxoducts and/or services that your company provides.
Grant Thornton Intcrnational Ltd (GTIL) is one of the world's leading organiza.tions
of independent assurance, tax and advisory firms. These firms help dynamic
or�aniz.�tions unlock their potential for growth by providing meaningful, forward looking
advice. Proactive teams, led by approachable partners in these frms, use insights,
experience and instinct to understand complex issues for privately owned, publicly listed
and public sector clients and help them to iind solutions. More than 35,000 GTIL people,
across over 100 countries, are focused on maldng a difference to clients, colleagues and
the communities in which we live and work. Our dedicated JD Edwards practice within
Technology Solutions (Business Advisory 5ervices) canducts the following engagements
oa a regular basis:
1. Implementations
2. Upgrades
3. Integrations
4. Strategy/Plaruung
5. ERP Governance
9. 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.
Our JD Edwards practice has not been named in any litigation. Our greater ERP practice
has not been named in any lirigation.
In the normal course of Grant Thornton LLP's business as a national accounting frm,
Grant Thornton LLP may be made a party to litigatian alleging various common law and
statutory violations. While Grant Thornton LLP expects to resolve all pending matters
without any material detrimental impact to the firm, like most accounting iirms of any
size, Grant Thornton LLP does nat disclose or discuss its litigation. Litigation is
generally disposed of in the normal course of business and under any applicable
professional inden�nity insurance policy
io. Have you ever defaulted on or failed to complete a contract under your current company
name or any other company name? If so, where and why? Give name and telephone
number of Owner.
NO
t 1. Have you ever had a contract terminated by the Owner? If so, where and why? Give
name and telephone number (s) of Owner (s).
NO
12. 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
Stanciards" as they apply to your Company's customary activities?
��tC��:�'�wv��w ta�;��a�c�v/g�b�l���1��;�r�c,�a/a��nr��w����l���c�����,�'� I��t°rtt":���m����.��::����'�mm..:� 1 ��;l��l�l��«�➢��
toc level=l&p kevvalue=1926
NOT APPLICABLE
13. Resident/Non-Resident Bidder Determination:
Texas Government Cade Section 2252.002: Non-resident bidders. Texas law prohibits
cities and other governmental units from awarding contracts to a non-resident firm unless
the amount of such a bid is lower than the lowest bid by a Texas resident by the amount
the Texas resident would be required to underbid in the non-resident bidders' state. In
order to make this determination, please provide the name, address and nhone number of:
a. Responding firms principle place of business:
Local office:
1717 Main Street, Suite 1500
Dallas, Texas 75201
Jon Brower
972-743-3398
b. Company's majority owner principle place of business:
Chicago, Illinois (Headquarters)
c. Ultimate Parent Company's principle place of business:
Chicago, Illinois (Headquarters)
] 4. Provide details on how firm meets the minimum qualifications stated in Section 3;
including copies of professional licenses (Additional attachments may be included for
reference). Note: Respondents which have no! deiailed lheir experience as lisled below shall be
considered nonresponsive.
See supplemental material provided in Microsoft PowerPoint. We meet all requirements
stated in Section 3 and maintain Oracle certified JD Edwards consultants that we will
utilize on your upgrade project.
15. Provide details to support the evaluation criteria, including experience and delivery.
Please reference additional details provided in Microsoft PowerPoint.
a) Have you provided similar services for over three (3) years7 If so, how many years? Yes
— Grant Thornton has provided these services for over 20 years.
i. Do you have documented proof of at least three (3) projects in the past three (3)
years that provided exceptional service to the governmental entity? If so, please
provide the documentation within the proposal response.
YES — see documentation
b) Can you provide A detailed list of references and detailed history of successful
performance? lf so, please submit this list with the proposal response.
• Recent JD Edwards Successful Projects (upgrades or implementations):
i. Renewable Energy Group
ii, Alameda County Water Distriet
iii. The Nillman Group
iv. Clayco
v. Compass Minerals
• Grant Thornton is happy to arrange a phone call with these clients to discuss the
project successes.
c) How many previous successful projects are contained within this list?
• Over 100 JD Edwards implementation and/or upgrade projects completed since
MarketSphere (2002).
d) Can you describe similar services your organization has provided to at least three (3)
governmental agencies in the past 3 years that demonstrates your organization's
capability to carry out the proposed services?
Grant Thornton is able to provide advisory and PMO services to large scale ERP / JD
Edwards projects. These services are commonplace for Grant Thornton as we provide
: project management, issues and risk management, and quality assurance for clients in a
very diverse set of industries including GovernmendPublic Sector. Beyond our
Technology Solutions capabilities (e.g. Oracle), Grant Thornton's Global Public
Sector helps executives and managers at all levels of government maximize
performance and efficiency in the face of ever tightening budgets and increased
demand for services. Our public sector team members find solutions that help
government leaders with issues including acquisitions, financial mar►agement,
human capital, information technology and performance management. - See more
at: http://www.�rantthornton.com/industries/public-
sector.aspx#sthash. bnn7pvk0. dt�uf
e) If you can describe the similar services, please indicate a response to each subcategory
below, and submit this documentation with the proposal response;
• The nature of the services pravided
• The scope of the activities
• The organizations for which the services were provided
• The dates the projects were performed
• The documented benefit to the entity
See Attachment D.
fl Can you include a minimum of three (3) references from clients? Include project
description, contact names, position and organizations name and telephone number for
each refarence listed, and submit this with the proposal response.
Yes - See Altachment D. Grant Thornton is an Oracle Excellence
Award winner and Oracle Fusion Middlewaze I�ovation Award
Winner. We are also happy to discuss project specific awards that
have been presented to us by Oracle.
16. Briefly describe your understanding of the requested services, important
issues, and City reyuired scope of services.
We have been providing qualiiy JD Edwards and project management services to tl�e City
of Denton each year since 2009 and have covered every funetional and technical area
witlun the application and tools. We have delivered successful projects related to JD
Edwards — some examples:
• Job Cost and Fixed Assets Optimization (2009)
• Human Capital3`d Party System Integration to JDE (Workterra)
• JD Edwards 8.11 to 9.0 Upgrade
• JD Edwards Technical / CNC Initiatives (Tools Release Upgrades)
• Material Requirements Planning (MRP)
Our additional value proposition:
• We will staff the project with individuals that have participated in previous
successes at the City of Denton and that know your business/operations.
• We will leverage the greater Grant Thornton Public Sector practice for quality
assurance related to operational best practices and lessons learned.
We are very familiar with the JD Edwards footprint at the City of Denton and
we understand which specific objects and interfaces will require the most
attention and mitigation.
We would like to over-deliver on this project to further demonstrate our value
as a trusted business advisor for tha City of Denton. Creative ways to
demonstrate this partnership:
o Convert current JDE menus to E1 pages if City of Denton desires this
functionality and capability
o Invest in project advisory and quality assurance
o If possible, provide JD Edwards mobility applieations as a part of the
upgrade project. The City of Denton would have to absorb the cost of
any determined hardware or infrastructure changes.
o Provide exposure and free training to the City of Denton on newer JD
Edwards teclmologies:
■ OneView Reporting
■ Watchlist Capabilities
■ E 1 Pages
We look forward to serving you on another successful project. Thank you for the
opportunity and consideration.
Any exceptions taken to this solicitation must be itentized on the lines be(ow. Additional pages may Ue addcd as
neededo If there are ito exceptions, please sign where indicated af tlie boltom of die page.
Item # Uescriptian
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Signature Company llate
ATTACHMENT D-REFERENCES
Please list three (3) Government references, other tl�an the City of Denton, who can verify the quality of service
your company provides. The City prefers customers of similar size and scope of work to this solicitation.
REFERENCE ONE
GOVERNMENT/COMPANY NAME: Alameda County Water District (ACWD)
LOCATION: Fremont, C�"�uNif�wr�i��.__�.�..�._..._.___ �� _._ _...�,..�._. �. ....�,....—���.._..�....� �. �._.._.
CONTACT PERSON AND T1TLE: Ariz Naqvi, l'I' Director
TELEAHONE NUMBBR:510-668-4281 _.v..� . _ ,_��__.._ ..._ ...�...��.�.._�.. _.�_�. �..�
SCOAE OF WORK: JD Edwards Transformational Upgrade to 9,1
CONTRACT PERIOD: July 2U 12 to July 20 �� ww� _m _,,,,m
REFERENCE TWO
GOVERNMENT/COMPANY NAME: Renewable Energy Group (REG)
LOCATION: Ames, Iowa
CONTACT PERSON AND TITLE: Pat Hammen, �"V�3 ....,,,.,. .._.... .� ._ _�,� _ _.—.__ �....�._. . . . ._....,
TELEPHONE NUMBER: 515-239-8141 . �..__ ... .�.
SCOPE OF WORK: JD Edwards LJpgrade to 9.1_
CONTRACT PERIOD: February to September 201
REFERENCE THREE
GOVERNMENT/COMPANY NAME: U.S. Deparlrnent of Justice
LOCATION: United States Marshals Service
CONTACT PERSON AND TITLE: Edwards Dolan, Program Executive
TEI,EPHONE NUMBER: 2U2-S07-3121 _ _ _
SCOPE OF WORK; Quality assurance, project management (PMO), functional and technical support services for
ERP implementation and upgrade. Grant Thornton provides a diverse set of services including project controls and
operations support, training support, data conversion execution, testing process management
CONTRACT PERIOD: April 15, 2010 ihrough December 31, 2013 and January 1, 2011 through July 23, ZO15
RFP 5575 No1-
Ciry of Dcnton
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AT'I'ACHMENT E-CONFLICT OF INTEREST QUEST"IONNAIRE
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CONFLICT OF INTEREST QUEST�ONNAIRE �, �` '��� � FORM CIQ
�� � ��� uestionttaire reflec.ts � � � , �� � ��
This Qndor or �thcr g�r�•s�R�a� dw�� g business wfth low by H B 1491 80th Le����'��� ������� �������� ���� ������ ���� �
cal �w���a~�r�r�t����l c���ity
• cGan es made to the la g., Regular Session. OFPICE IISE ONLY
This ques�iannaire is being filed in accordance with chapter 176 af the Lacal Coverruttent Code by a person ' ubw��� ���•a�wp,tl�
wl'o Itas a business relatianship ar defirred by Sec[iorr 176.Qb1(1-a} with a local �overnmental entity and tlse
persoi� meets requirements under Section 176.00C(a}.
By law this questionnaire must be illed �aith the records administrator of tlie local govermnent entity not li�ter
than the 7th business day after the date Ihe person becames aware of facts thflt require the slatement la be
filed. See Sectran I76.006, Lacal Government Code,
A persat' camtn't[s an of`fense if lhe persan knowin�;ly violates Section 176AO6, Local Govemment Code. Aty
affense under this section is a Class C misdemeanor.
�Name oF rson w�ho has a business relationshf with �� � mm� � ��� m�µmm
� pe p local �overnmental enlity
❑ Check this box if vou arc flling an update to a prcviously filed qucstionnaire.
(The iaw requires that you file an ha��c��;dN�+.N completed questiormaire with the apprapnate filing authority not laler than the 7'�' business day afler the
date tl7e �rii��rAt+tip�v filed �rwww�:�ticartueroanr�� �v�a;aa�m�.> irr����aru��aQ�N�ic^ �;r��' imay���canr�C�,.°D _ - -�__.... _..
Name of local government officer with whom filer has an employment or business relationship.
l�ame of Ofiicer
This seciion, (item 3 including subparts A, B, C& D), must be completed for each officer wi4h whom the filer has en employment or other
business relationship as defined by Seciion 176.001(1-a), Local Government Code. Altach additional pages to this Form CIQ as necessary.
A. Is the local government officer narrred in this section receiving or likely to receive [axable income, other than investment income, from
the filer of the questionnaire?
� Yes ��N No
B. Is the filer of the questionnaire rece+ving or likely to receive taxable income, oCher than investment income, irom or at the direction of
the loca6 governmenl officer named in this seciion AND ihe taxable income is not recoived from the local governmental entlty?
Yes � No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government ofiicer
serves as an officer or directar, or holds an ownership of 10 percent or more?
� Yes �.� No
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Dat
It1=Y 5575 - Main llocunient Page 19 of 20
ATTACHMENT F-ACKNOWLEDGEMENT
The undersigned agrees this submission becomes the property of the City of Denton after the ofiicial opening.
"Ilie undersigned affirms he has familiarized himselfwith the specification, drawings, exhibits and other documents; the
local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and
storage of materials and equipment; and all other matters that will be required for the work before submitting a response.
?he undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices are
offered, at the price(s) and upon the terms and conditions contained in the specification. 'Ilie period for acceptance of
this submission will be 120 calendar days unless a different period is noted.
'Ihe undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared
in col lusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission
have not been communicated to any other respondent or to any employee ofthe City of Denton prior to the acceptance of
this submission.
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 laws of the State of
Texas, Tex. Bus. & Com. Code, Section 15.01, et sea.
The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained
in this solicitation package.
71�e undersigned agrees that the solicitation package posted on tlie website are the official specifications and shall not
alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes.
'li�e undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at:
littn://w�vw.cityofdenton.com/index.aspx?uaee=397 to ensure they have downloaded and signed all addendum(s)
required for submission with their response.
I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my
statements and answers to questions. 1 am aware that the information given by me in this submission will be investigated,
with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected.
Acknowledge receipt of following addenda to the soliciiation:
Addendum No I Dated Received
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Addendum No 2 Dated Received
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Addendum No 3 Dated Received
NAME AND ADDRESS OF COMPANY:
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Name �����:��.�.�'���_�_
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