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21-1342
21-1342ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE A CONTRACT WITH PLANTE & MORAN, PLLC FOR SOFTWARE INVENTORY AUDIT SERVICES FOR THE TECHNOLOGY SERVICES DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTWE DATE (RFP 7566 – AWARDED TO PLANTE & MORAN, PLLC, IN THE NOT-TO-EXCEED AMOUNT OF $70,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for Software Inventory Audit Services for the Technology Services Department; and WHEREAS, the City Manager, or a designated employee, has received, 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 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 CONTRACTOR AMOUNT 7566 Plante & Moran, PLLC $70,000.00 SECTION 2. That 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 . That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; 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, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by _Tsa\> and seconded by hu \ Me \ h_er . This ordinance was passed and approved by the following vote LL - eLl: Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: ~/‘-7- /-7-T +- PASSED AND APPROVED this the 2DttIday of 2021 Db ATTEST: ROSA RIOS, CITY SECRETARY holt II IIII.a& APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY DIgItally signed by MaKella Lunn DN: dc=com, dc=dtyofdenton, dc=codad ou=Department Users and Groups, i'UVb :A,-Ji:ci::Inment 'u=Lega1 email=Marcella.Lunn@dtyofdenton.com Date: 2021.(A.1714:57:41 <>5'00' X\xlw aILo BY: DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 DENTON Docusign City Council Transmittal Coversheet 7566RFP File Name I SOFTWARE INVENTORY AUDIT SERVICES P„,chasingContact c''1 p ""‘ City Council Target Date JULY 20’ 2021 Piggy Back Option Contract Expiration Ordinance Yes N/A 21-1342 DocuSign Envelope ID: D4E46180-326C+0214981-EC3C54622A69 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7566 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on 07/20/2021 , by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 2 15 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Plante & Moran, PLLC, with its corporate office at 27400 Northwestern Hwy., Southfield MI 48034, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with due diligence and in accordance with applicable professional standards. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Software Inventory Audit Services, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A.The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFP 7566 – Software Inventory Audit Services, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 1 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326Cz+0214981-EC3C54622A69 B. C D. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. B. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C.Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D.Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. F. Visits to the site in excess of the number of trips included in Exhibit B. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 2 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A.COMPENSATION TERMS : 1.“Subcontract Expense“ is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2.“Direct Non-Labor Expense“ is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $70,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work that has not been accepted. Deliverable acceptance will mean that the OWNER has reviewed and accepted a written deliverable from CONSULTANT and any material issues have been communicated and addressed by CONSULTANT. Email or other written communication will be sufficient to confirm the OWNER’s acceptance of a deliverable. A deliverable will be deemed accepted if no material issues have been communicated by the OWNER within 10 business days of CONSULTANT delivery of such deliverable. The OWNER shall not be required to make any payments to the CONSULTANT in the event OWNER has given notice to CONSULTANT that CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 6/4/21 Page 3 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. C.ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D.PAYMENT: if the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) calendar days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in fall all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER does not accept the work in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. The City of Denton will make payment on completed orders within thirty days after receipt of invoice or items; whichever is later. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement that are in final form intended for delivery to the City of Denton shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 4 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, IN EACH CASE TO THE EXTENT CAUSED BY THE GROSS NEGLIENCE OR WILLFUL MISCONDUCT OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES IN THE PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A.Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B.This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 5 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C.If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services rendered and not disputed by either party in the event that this Agreement is terminated due to CONSULTANT’s default hereunder and accepted as set forth in Article V “Compensation” and for reimbursable expenses to termination incurred prior to the effective date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate reasonably in providing information. The CONSULTANT shall turn over all documents that are in final form intended for delivery to OWNER that were prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT:To OWNER: Plante & Moran, PLLC Mike Riffel 3000 Town Center, Suite 400 Southfield, MI 48075 City of Denton Purchasing Manager –File 7566 901B Texas Street Denton, Texas 76209 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 6 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall negotiate in good faith to reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all applicable federal, state, and local laws, rules, regulations, procedures and ordinances applicable to it and to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A.The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement that under the laws of the State of Texas would preclude CONSULTANT from continuing to perform under this Agreement. B.All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 7 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326C40214981-EC3C54622A69 ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A.The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFP 7566 – Software Inventory Audit Services for the City of Denton (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule, and Compensation Rate Sheet Exhibit C – City of Denton’s Insurance Requirements Exhibit D – Conflict of Interest Questionnaire What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B.This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C.For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Brian Pesis. However, nothing herein shall limit CONSULTANT from City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 8 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326CJ+021-8981-EC3C54622A69 using other equally qualified and competent members of its firm to perform the services required herein. D.CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall use best efforts to coordinate its work with related work being carried on by the OWNER. E.The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence (other than documents intended solely for CONTRACTOR’s internal use, such documents, “workpapers”) pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence (other than CONTRACTOR’s workpapers) shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement (other than the Subcontractor’s workpapers), and to allow the OWNER similar access to those documents. All books and records (other than CONTRACTOR’s workpapers) will be made available electronically or within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1 % or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, not to exceed the total engagement fees, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 6/4/21 Page 9 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326Cdj02 14981-EC3C54622A69 Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document, but do not include any of the CONTRACTOR’S workpapers. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing M is agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf info_form 1295.htm City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 10 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326Cdj021-8981-EC3C54622A69 2 3 4 5 6. Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date 07/20/2021 PLANTE & MORAN, PLLC, A MICHIGAN LIMITED LIABILITY COMPANY “CONSULTANT“ CITY OF DENTON, TEXAS “OWNER” 'DocuSlgned by: DocuStgned by: MiR Kgi K SMA HtM££ym MANAGER ITS: Partner ATTEST: ROSA RIOS, CITY SECRETARY2021-733441 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER ’DocuSlgned by: BY: 1 R&HR&M IC5CA8C5E 1 75493 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms.APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATrORNEY Lei sha Mel ne PRINTED NAME 'DocuSigned by: BY: IMayulh .48070831 B4AA438 Chief Technology offi cer TITLE Technology Services DEPARTMENT City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 11 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 Exhibit B Consultant’s Scope of Services Proposal City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 12 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326C402 1-8981-EC3C54622A69 plantG moran I OvuedjFi JH;Eg::Fri:IF Make the mark. The City of Denton I December 29, 2020 Proposal to Provide Software Inventory Audit Services DocuSign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 pIante Phnte & Moran, PLLC 274CX3 Northwestvn H©hwW PO. Box a)7 South6eld. MI 48037.0307 Td: 248.352.2500 Fax 248.352.0018 phntemaran.com nao an December 29, 2020 Cori Power The City of Denton (the City) 901B Texas Street Denton, TX 76209 Dear Ms. Power, Thank you for the opportunity to present this proposal to provide Software Inventory Audit Services to the City of Denton (the City). We are excited to work with the City on this important initiative. Nationally, we are one of the largest consulting and accounting firms, thus we bring extensive experience in serving clients like the City. Over 200 current public sector clients have solidified our role as a leader in public sector technology management. We have worked with the IT Departments of governmental organizations ranging from one to more than 7,500 employees, and have developed practical, implementable, and successful IT recommendations for each of them. Our team strength Plante Moran’s government consulting team brings extensive knowledge from across all disciplines of technology and experience gained from working with our clients in conducting Information Technology (IT) assessments and developing IT strategic plans. Should the City select us, we offer the following benefits: • • Proven Methodology and Approach. Our proven methodology is based on over 40 years’ experience in providing technology services for public sector clients, including IT organizational analyses, assessments, and strategic planning. A Strong Project Team. Our team brings a blend of public sector operations, systems, and best practices expertise with significant experience assessing and organizing IT service organizations. o Certified project management professionals and members of national and local organizations dedicated to improving the technology and financial operations of local government including Public Technology Institute (PTI), Government Management Information Sciences (GMIS), International City/County Management Association (ICMA), and Government Finance Officers Association (GFOA). o Certified Chief Information Officer (CIO) experience; our proposed Engagement Partner, Mike Riffel, is a Certified Government Chief Information Officer (CGCIO) as credentialed by the Public Technology Institute and Rutgers University School for Public Affairs and Administration fF) PRAXITV(b/ :mp,najInI =1,,,, SEb,': DocuSign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 •Access to talent and experience across our firm. We are a “one firm” firm, which means that in addition to our project team you have access to our most qualified and experienced team members in specialized industries. o Trained professionals in best practice technology management and service frameworks, including Control Objectives for Information and Related Technology (COBIT), Information Technology Infrastructure Library (ITIL), International Organization for Standardization (ISO)1 and National Institute of Standards and Technology (NIST). o Certified experts in information security, including the following designations: Certified Information Systems Auditor (CISA), Certified Information Security Manager (CISM), Certified Information Systems Security Professional (CISSP), Qualified Security Assessor (QSA), Certified Ethical Hacker (CEH), and Certified Expert Penetration Tester (CEPT). •Significant experience in performing enterprise system technology assessment projects for both local/Texas and nationally recognized high performing public sector agenc/esincluding: City of Georgetown, TX City of Round Rock, TX City of Corpus Christi, TX City of Baton Rouge, LA* City of Longview, TX Richardson, TX ISD Ft. Worth, TX ISD City of Chandler, AZ* Texas A&M University City of Norfolk, VA+ City of Palo Alto, CA City of Miami, FL+ City of Long Beach, CA# City of Mesa, AZ+ City of Independence, MO+1 Commitment to Our Client’s Success. We bring significant experience in assessing and making recommendations for improvements in IT organization and service delivery models, governance structures, business processes, business applications, IT infrastructure, telecommunications, information security, and technology funding. The Center for Digital Government placed several of our clients on the award list • • Outstanding Client Satisfaction. Our “no-surprises” methodology and immediate access to firm- wide resources, including our partners, senior-level professionals and standards team, ensures our clients remain satisfied at the highest level. We reflect this by providing assessment services for clients who request subsequent planning or implementation management assistance. We believe that based upon these benefits and the quality of our team, we are well qualified to provide objective and comprehensive services for the City. We look forward to working with the City on this important project, if you have any questions concerning this proposal, please contact Mike Riffel, Partner on 312-602-3539 or at Mike.Riffel@plantemoran.com Very truly yours, PLANTE & MORAN, PLLC 1 Plante Moran clients noted with an asterix (*) were recognized as Government Technology Digital Communities Award Winners in 2019. https://www.govtech.com/dc/digital-cities/Digital-Cities-Survey- 2019- -Winners-Announced.html pLanteb+/Z––-–moran DocuSign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 Table of Contents Firm's Qualifications __.______._______.._._._______.__.__.________.___.._______._. 5 Plante Moran in brief ..................................................................................................................... 6 Firm service capabilities.................................................................................,............................. 11 Project team overview ................................................................................................................. 12 Team chart......................................................................................................................................13 Resumes.......................................................................................................................................... 14 Experience and References .............................................................................................. 18 References......................................................................................................................................19 Project Specifications ........................................................................................................ 22 Project understanding..................................................................................................................23 Project plan summary...................................................................................................................24 Fees Section ______..__._.______.____________________..__________.__...__.__...... 29 Cost assumptions..........................................................................................................................30 Appendix __._._...__._._..____.___._________.._______.___._..__._________._.____.... 31 Conflict of Interest Questionnaire.............................................................................................32 Invoice example.............................................................................................................................33 Supplier Information Form ..........................................................................................................34 Exceptions ............___..._..._.........__.._.._._......._...._..._._...._..._...__._..___....__._.__.._..........35 RFP# 7566 Software Inventory Audit Services - PLANTE MORAN DocuSign Envelope ID: D4E46180-326C-+021-8981-EC3C54622A69 Firm's Qua Ii fi cat i DocuSign Envelope ID: D4E46180-326C'+021-8981-EC3C54622A69 Plante Moran in brief We are the 13th largest certified public accounting and management consulting firm in the nation. with a history spanning more than 95 years, our firm provides clients with financial, human capital, operations improvement, strategic planning, technology selection and implementation, and family wealth management services Fast facts HTF” 1924 fff 3,200+ Br) 5+ Industries served 2 Year founded Staff Offices worldwide Co <;\ 150+45+ States with clients Countries with clients Services available Languages spoken firmwide Plante Moran’s history and culture, in under five minutes. Our firm’s founders had a vision: “to create a people firm disguised as an accounting firm.” in other words, our professional expertise is just one part of who we are. Our character is what sets us apart and allows us to build meaningful relationships with our clients and colleagues e /Bi \ a PuP legacy. Your futureJPI Unstoppable. As we move into the future – and continue to use artificial intelligence data analytics, and other technologies to empower our client service model in new ways – we’ll hold steadfast to that philosophy. #MaketheMark WATCH OUR STORY > We invite you to watch our short film at plantemoran.com/get-to-know, which captures our history, goals, and impact. DocuSign Envelope ID: D4E46180-326Cdj02 1-8981-EC3C54622A69 Government consulting services Plante Moran has assumed a leadership role in providing consulting services to governmental entities. The range of services we provide includes the following: •Information technology consulting Communications and networking services Project management and oversight Operations analysis Consolidation studies Organizational planning and development Financial management services • • • • • • Human capital management and development Market research services Business planning and feasibility analysis Employee benefits analysis Assurance services Real estate, design, and construction consulting • • • • • • Information technology consulting Plante Moran’s management consultants have made developing and implementing appropriate technology. We are among the few accounting and consulting firms that are completely vendor- independent with respect to the offering of hardware or application software for our governmental clients. This enables our consultants to select the most appropriate solution for our clients based on the client’s current situation and future goals and objectives. The services we offer address virtually all aspects of information systems, including the following: a significant commitment to assist public sector clients in The Plante Moran Difference: Public Sector Dedication-. Because our firm is organized by industry (not by office or region), you’ll always be served by specialists who have dedicated their careers to serving public sector entities including transit authorities, special district operations, water and sewer authorities municipalities, airports, state government agencies, and public library systems • • • • • • • • • System needs assessment (ERP, EAM, etc.) Project budgeting and return on investment (ROI) analysis Preparation of enterprise system requirements Request for proposal development System selection assistance Contract review and negotiations Systems implementation planning Systems implementation assistance User procedure development and documentation • • • • • • • • • @ Quality assurance Project management Strategic information technology planning Information technology assessments Systems assessment/inventory e-Government strategy and development Conversion planning assistance Technology management Systems control review Information security Emerging technology center of excellence Disruptive technologies, such as blockchain, artificial intelligence and machine learning, internet of things, and robotic process automation, are rapidly maturing and are anticipated to have a profound impact on Plante Moran’s clients. These disruptive technologies, along with advanced analytics, form the basis for new operating models, acceleration of insights, and transformed industries. RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 7 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 In response to these changes, Plante Moran’s management consulting team established a Disruptive Technology Resource Center (DTRC) to continue to be on the forefront of understanding these technologies and, more importantly, how they will impact our clients. Plante Moran’s DTRC is a virtual team comprised of consulting professionals and research analysts, with the following primary goals: • • • • • • • Expertise sharing Research and data Thought leadership Use case identification (by industry) Proof-of-concept development Market intelligence Service alignment – approach/report/proposal content creation and curation The Plante Moran Difference: Business Focus Our methodologies are based on the premise that the City will want to leverage enterprise system data as a tool for decision making. Our business analytics team can provide guidance to the City on getting the most out of the data being captured in the applications inventory effort. Cybersecurity services Our security team provides a variety of solutions to public sector clients, including: • • • • • • • IT risk and internal control assessments Baseline network security assessments (layered approach – internet, firewall, network, etc.) Business process/application security and control reviews Security planning, including development of security strategies and plans, policies, procedures, and training Adherence to compliance-related issues, such as PCI Data Security Standards, HIPAA, GLBA, and Red Flag Network security assessment and penetration studies Business continuity and disaster recovery planning IT infrastructure consulting and technology design Plante Moran’s IT Infrastructure specialists have assisted numerous clients in many aspects of communications planning and implementation. Many of our activities and efforts in this practice area are devoted to helping clients identify and realize improvement opportunities by creating stable, robust, and secure network environments necessary to offer enhanced services to constituents. Specific services provided by our consultants include: • • • • • • Strategic communications planning Wireless planning and assessments Enterprise-wide network design and deployment Design of VoIP and legacy-based voice solutions Design of video over IP and analog video distribution and production solutions Identification of cost reduction opportunities in areas such as equipment, network, local and long- distance calling, cabling, and maintenance RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 8 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 • • • • • Identification of service and feature improvement opportunities in the existing system or through implementation of more appropriate technology Development of bid specifications through complete needs analysis for implementation of large-scale wide-area networks (including wireless), voice solutions, and video solutions Product and vendor analysis and final recommendation Contract negotiation, implementation management, and final payment audit Ongoing management support for move and change activity, multi-vendor coordination, and troubleshooting Specific areas of focus include: •Network infrastructure – wired and wireless Cable plant Wide area networks Server and storage Virtualization technologies Voice/telephony Video production •Video surveillance Door access control Data center design Managed services Cloud computing Collaboration technologies •• •• •• •• •• • Thought leadership We take pride in our commitment to the public sector and in our clients’ success. As a result, we contribute significant thought leadership to the industry throughout the year. Examples of our recent thought leadership include: =J Whitepapers and Case StudiesWebinarsArticles • • • • • • • Cybersecurity for the public sector: You have been hacked – now what? Cutting through the data analytics hype Best-in-class approaches to ERP strategy and performance Blockchain and cryptocurrency Fraud and use of data analytics to detect fraud Staying secure when transforming to a digital government Managing risk within a governmental setting Keep IT right-sized through growth and change Must-consider technologies to disrupt your status quo Protect your digital assets with these cybersecurity best practices 12 signs your business needs to replace its ERP system Implementing an ERP system: Strengthen controls to prevent fraud The devil is in the data: Optimizing value in the digital age • • • • Seven point cybersecurity assessment Technology assessment and EAM vendor evaluation Enterprise asset management: Strategizing equipment & infrastructure investments Public enterprise resource planning • • • • e RFP# 7566 Software Inventory Audit Services – PLANTE MORAN DocuSign Envelope ID= D4E46180-326C4021-8981-EC3C54622A69 Our experience Plante Moran has been providing IT organizational review, technology assessment, and planning services to the public sector for over 40 years–over 50 organizations just within the last few years. The table below provides a partial listing of clients for which Plante Moran has provided similar scopes of work. We have a number of other assessments in progress that are unable to be reported until they are complete. Client name Project title Town of Watertown, MA County of Garfield, CO Town of Hilton Head Island, SC County of Kent, MI City of Bend, OR County of Hamilton, OH County of Lee, FL County of Adams, CO City of Seattle, WA City of Tacoma, WA Charter Township of Canton, MI Hillsborough County Aviation Authority, FL Village of Glencoe, IL Town of Nantucket, MA Suffolk County Water Authority, NY City of Des Moines, IA City of Chandler, AZ Hillsborough Area Regional Transit Authority (HART), FL City of Longview, TX Emerald Coast Utilities Authority (ECUA), FL City of Detroit, MI City of Peoria, AZ City of Ogden, UT County of Calhoun, MI County of Barnstable, MA County of Charlotte, FL IT Assessment IT Assessment IT Assessment IT Assessment IT Organizational Review IT Planning for Metro Sewer District Transition IT Sourcing Selection IT Staffing Requirements Analysis IT Organizational Assessment IT Strategic Plan IT Assessment and Strategic Plan IT Strategic Plan IT Assessment IT Assessment IT Assessment IT Assessment / Plan IT Assessment and Plan IT Strategic Assessment IT and GIS Strategic Plan IT Strategic Master Plan IT Assessment and Strategic Plan IT Assessment IT Management Audit IT Strategic Plan IT Policies Review IT Assessment RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 10 DocuSign Envelope ID: D4E46180-326C'1021-8981-EC3C54622A69 Firm service capabilities Whether you need a single, specific function or comprehensive service, we have the knowledge, experience, and resources to meet your goals. A Audit & accounting PrR Human capital Early retirement incentive plan, design, & consulting Employee benefit strategies Psychological assessment Tax State & local tax Federal tax Tax planning & preparation Tax research • Financial statement audits Budget reviews & projections Long-range financial projections Analysis of impact of proposed legislation Employee benefit plan audits Single audits I:$(bIf1:1$ Technology • Security assurance • Meaningful use compliance • PCI DSS compliance • ERP system implementation • HIPAA security • Internal controls review • Decision support software, installation, & consulting • Infrastructure & software services . Communications & networking • Contract negotiations International Financial structuring Business advisory • • e • • Enterprise risk services & internal audit Compliance program services Market studies Financial feasibility studies Financial modeling Debt capacity analysis Due diligence Valuation Fraud-related services Strategic & business planning • Co-sourcing • Expatriate contacts • Global assessment #,,„,,,B> Operations & process • Needs assessment • Process redesign • Operations review • Rightsizing/cost containment • Shared services/collaboration $31 Wealth management • Institutional investment • Insurance services • Investment advisory • Individual tax • Trust RFP# 7566 Software Inventory Audit Services – PLANTE MORAN 11 DocuSign Envelope ID: D4E46180-326C-402 1-8981-EC3C54622A69 Project team overview The core Plante Moran project team members proposed for this engagement have been selected for their significant experience in IT assessments, and for their expertise in related public sector operations, systems, and best practices. As a firm with over 3,100 staff members and 400 consulting professionals, we have deep resources to bring to support the City’s project. Our staffing approach is designed to supplement our core team with other Plante Moran team members where their expertise is needed. The table below lists our core project team members and identifies their project role and responsibilities. The following section provides professional resumes for each, further detailing their background, qualifications, and relevant experience. Project role Mike Riffel, CGCIO Partner Engagement Partner Mike will ensure that all Plante Moran services are completed within schedule and budget, and provide project quality control over Plante Moran deliverables. Project Manager Has responsibility for managing the workplan and day-to-day project activities. Also responsible for risk and issue management and regular project communications with the City. Lead Consultant Will lead stakeholder interviews and focus group sessions. Will also assist in the development of the findings, recommendations and final report/recommendations. Project Consultant Ian will conduct IT leadership and staff interviews and focus groups. He will lead the analysis of the application portfolio, systems environment, operations environment, and contribute to the recommendations/final report. Brian Pesis Manager Jessica Dilworth, PMP Manager Ian Swanberg Sr. Consultant RFP# 7566 Software Inventory Audit Services PLANTE N40RAN 12 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 Team chart City of Denton Project Team Mike Riffel Engagement Partner Brian Pesis Project Manager Jessica Dilworth Lead Ian Swanberg Project Consultant RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 13 DocuSign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 Resumes Mike Riffel, CGCIO Partner Management Consulting Summary of experience Mike has fourteen years of experience in assisting the public sector through the information technology assessment, selection and implementation process. Mike has facilitated the RFP development, proposal analysis and system selection process for dozens of public sector organizations throughout the United States and has extensive knowledge of the functionality provided by public sector focused enterprise solutions. Education Master of Public Policy Analysis and Administration (MPA) Michigan State University Bachelor of Science in International Relations Michigan State University Certified Government Chief Information Officer (CGCIO) Rutgers University – Public Technology Institute Mike is well versed in conducting information technology assessments as well as working in technology implementation advisory roles, reviewing integrator deliverables, assisting in the design of a post implementation support structure and implementing change management techniques to ensure user acceptance of new business processes and/or technology. Selected publications Riffel, Mike; Bailey, Mike. “Understanding and Mitigating IT Project Risks.” Government Finance Review; June 2010. Riffel, Mike. “Chapter 4 - Overview of the Current ERP Marketplace.” The ERP Book: Financial Management Technology from A to Z. Chicago, GFOA, 20ro. Riffel, Mike; Kavanagh, Shayne and Melbye, David. “Mission Critical: Evaluating and Funding Business Application Projects.” IT Budgeting and Decision Making; Maximizing Your Governments Technology Investment. Edited by Shayne Kavanagh. Chicago: GFOA, 2009. Riffel, Mike; Kinney, Anne and Taylor, Paul. “Strategies and Lessons.” Revolutionizing Constituent Relationships: The Promise of CRM for the Public Sector. Chicago: GFOA Selected key clients •City of Chandler, AZ City of Baton Rouge, LA City of Palo Alto, CA Sumner County, TN City of Bend, OR County of Marin, CA City of Fayetteville, AR City of Georgetown, TX City of North Miami Beach, FL City of Alexandria, VA Town of Nantucket, MA Hampton Roads Transit, VA Town of Watertown, MA Health Research Inc., NY City of Pflugerville, TX Village of Arlington Heights, IL County of Gwinnett, GA City of Kirkwood, MO City of Philadelphia, PA Village of Northbrook, IL • • • • • • • • • • • • • • • • • • • Cook County OPG, IL Village of Elk Grove, IL Montgomery County, TX Village of Woodridge, IL Village of Park Forest, IL Suffolk County Water, NY City of Corpus Christi, TX Town of Hempstead, NY Milwaukee County, WI Hampton Roads Sanitation VA Village of Glencoe, IL Milwaukee Airport, WI City of St. Charles, IL County of Anoka, MN Town of Hilton Head, SC Town of Natick, MA City of St. Louis, MO City of Wauwatosa, WI City of O’Fallon, MO • • • • • • • • • • • • • • Professional training & affiliations Government Finance Officers Association (GFOA) Texas Government Finance Officers Association (GFOAT) Public Technology Institute (PTI) Pi Alpha Alpha – National Honor Society in Public Administration • • • • • RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 14 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 Brian Pesis Manager Management Consulting Summary of experience As a Manager, Brian has years of experience providing consulting services to government and public sector organizations. His experience is focused around providing ERP software needs assessments, system selections, and software implementations, coupled with business process mapping and optimization. Within ERP systems, his focus is on Financial, Human Resources, Customer Information (CIS) and Utility Billing Systems (UB), and Enterprise Asset Management (EAM) systems. Furthermore, Brian has experience in performing IT assessments and strategic plans. Education Bachelor of Business Administration, Ross School of Business, University of Michigan During software projects, Brian plays a key role in both managing the project, and performing project tasks, such as report development, process mapping, the development of functional requirements and the RFP, performing proposal analysis, and assisting with due diligence. Throughout all projects, he conducts interviews with process owners and end users to understand current organizational needs, functional gaps, opportunities for improvement, and how to apply best practices. During software implementation projects, Brian utilizes tools to track project action items, monitor the project budget, and ensure vendor compliance with the statement of work and contract, among other activities. Selected presentation: Creating an Enterprise View of Asset Information at the City of Arvada, CO: APWA Colorado Chapter Conference 2015 Professional affiliations: Member, American Water Works Association Member, Colorado Government Finance Officers Association Selected key clients • • • • • • • • • • • • • • • • • City of Arvada, CO City of Bend, OR City of Bismarck, ND City of Cheyenne, WY - Board of Public Utilities City of DeLand, FL City of Fort Collins, CO City of Independence, MO City of Glenwood Springs, CO City of Greeley, CO City of Kirkwood, MO City of Longview, TX City of San Mateo, CA City of West Palm Beach, FL County of Adams, CO County of Anoka, MN County of Boone, MO County of Garfield, CO • • • • • • • • • • • • • County of Gwinnett, GA County of Midland, MI County of St. Lucie, FL Cuyahoga County Public Library, OH Eastern Municipal Water District, CA Hillsborough County Aviation Authority, FL Las Vegas Convention and Visitors Authority, NV Maricopa Association of Governments, AZ Santa Margarita Water District, CA Town of Longboat Key, FL Town of Pembroke Park, FL Valley Metro Transit System, Phoenix, AZ Village of Park Forest, IL RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 15 DocuSign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 Jessica Dilworth, PMP, PSM I Manager Management Consulting Summary of experience Jessica has more than 10 years of experience across a multitude of industries including government, financial, medical device, and healthcare. She brings expertise in project management, business process optimization, and contract management. Jessica has helped client’s document processes, detailing potential areas and means for improvement, compiled needs assessments into formal solicitation documents by prioritizing requirements, and analyzed vendor proposals. She has also assisted in establishing program and project management offices (PMO) and managing complex projects. Education Bachelor of Science in Business Administration – Finance University of Phoenix, AZ Selected presentation: Fundamental Elements for Successful EHR: Michigan LeadingAge Annual Conference 20r8 Enterprise systems needs assessment & selections: She assists managers and clients to fully assess their solution objectives and application integration needs as a project manager, and experienced business analyst. She assists in measuring success through building long-term, client ownership of system design by connecting requirements to known business needs. Prepares detailed software requirements, conducts vendor marketplace evaluations, designs comprehensive request for proposal (RFP) documents with complete system specifications, and assists clients with analysis of proposals and identification of preferred vendors. Professional training & affiliations Project Management Professional (PMP), Project Management Institute (Certificate # 2022078) Professional Scrum Master (PSM D Project Management Institute, Great Lakes Chapter Implementations: She works with each client to successfully manage implementation activities. Activities include facilitating project and program management office operations, evaluating project deliverables, managing project action items, and leading contract development and negotiations to serve as an advisor to the onsite and vendor project managers. Selected key clients • City of Detroit, MI • Great Lakes Water Authority • Total Health Care • BDMP Technologies • City of Gainesville, FL • Saint Louis University • Ramsey County, MN • National Church Residences • Palm Beach, FL • • • • • • • Wayne County, MI Valley Metro Transit System, Phoenix, AZ Town of Cary, NC Gwinnett County, GA Kent County, MI Oakland County, MI City of Solon, OH RFP# 7566 Software Inventory Audit Services – PLANTE MORAN 16 DocuSign Envelope ID= D4E46180-326C-+021-8981-EC3C54622A69 Ian Swanberg Senior Consultant Management Consulting Summary of experience Ian is a Senior Consultant with Plante Moran’s Government IT consulting practice. He has 3+ of experience in assisting with the management of selecting and deploying ERP solutions for governmental clients. This includes conducting needs assessments, business process mapping, defining system requirements, selecting and evaluating potential technology solutions, contract negotiations, statement of work development, business and system design, development, testing, implementation and training services. He also has significant experience managing the phases and activities associated with the development and deployment of ERP and other software systems. Ian has additional project experience and skills in technology assessments and planning. He has collaborated with public sector clients to identify their fundamental business needs and documented the related technology requirements and strategies to address operational deficiencies. Education Bachelor of Science in Informatics Indiana University Bloomington Selected key clients • County of Milwaukee, WI • City of Philadelphia, PA • City of St. Louis, MO • State of, Washington, Department of Natural Resources • Town of Hilton Head, SC • City of Lapeer, MI • City of Milford, DE • Health Research, INC. • Town of Watertown, MA • Prince William County, VA • Parks & Recreation in East Baton Rouge Parish • City of Baton Rouge, LA • City of Palo Alto, CA • City of Santa Monica, CA RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 17 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 Experience and References DocuSign Envelope ID: D4E46180-326CJ+021-8981-EC3C54622A69 References Town of Hilton Head Island, SC Joshua A. Gruber Assistant Town Manager One Town Center Court Hilton Head Island, SC 29928 (843)341-4634 office (843)384-3434 joshg@hiltonheadislandsc.gov IT assessment Conducted a comprehensive information technology assessment that reviewed of all aspects of the Town and Public Safety Information Technology functions’ organization, administration, and technology. Activities performed included administering web-based end-user surveys, interviewing Town and Public Safety technical and departmental staff and providing a gap assessment, with recommendation for improvement. Also worked with the Town to develop options and alternatives for a future state Town IT Organizational Structure. Project Staff: Riffel, Bevins, Swanberg, Cordero Project Timeline: December 2019 – April 2020 Town of Nantucket, MA Mr. Gregg Tivnan Assistant Town Manager 16 Broad Street Nantucket, MA 02554 (508)228-7255 gtivnan@nantucket-ma.gov IT assessment and strategic plan Conducted a comprehensive information technology assessment that reviewed of all aspects of the Information Technology and GIS department’s organization, administration, and technology. Activities performed included administering web-based end-user surveys, interviewing Town staff and conducting a benchmarking study with comparable organization. Also worked with the Town to develop a five- year technology strategic plan and IT project portfolio. Project Staff: Riffel, Carrier, Bolotin Project Timeline: October 20r5 - April 2016 City of Georgetown, TX Leigh Wallace Finance Director 300-1 Industrial Ave Georgetown, TX 78626 (512)930-3677 Leigh.Wallace@georgetown.org ERP needs assessment, system selection, and contract negotiations The city selected Plante Moran to conduct a comprehensive Enterprise Resource Planning (ERP) needs assessment and selection project for the City to replace their legacy ERP System. This project included conducting of interviews with process owners and process end-users, development of an ERP RFP, proposal analysis, and are in the process of facilitating vendor demos and additional due diligence activities. We assisted with contract negotiations and statement of work development with the selected ERP vendor. Project Staff: Rujan, Riffel, Schwarz, Grossman Project Timeline: Jan 2017 – Oct 2018 RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 19 DocuSign Envelope ID: D4E46180-326C402 1-8981-EC3C54622A69 City of Longview, TX Mr. Justin Cure Director of Information Services 300 W. Cotton Street Longview, TX 75606 (623)773-7218 jcure@longviewtexas.gov IT assessment and plan Assisted the city with an information technology assessment and preparation of a strategic plan. Activities include conducting an assessment in the areas of organization, administration, infrastructure, and enterprise applications. Compiled interim issues and opportunities and presented these to City management. Conducted comparative research of similar organizations. Prepared a roadmap of enterprise and departmental applications. Project Staff: Rujan, Pesis, Colletti Project Timeline: March 20r5 – June 2015 Hillsborough County Aviation Authority (HCAA) Mr. Michael Stephens, Esq. General Counsel for Hillsborough County Aviation Authority 4roo George J. Bean Parkway Tampa, FL 33607 (813)676-4623 MStephens@TampaAirport.com IT assessment HCAA engaged Plante Moran in 2016 to perform an information technology assessment of the IT department. This assessment measured the administration, organization and technology areas and offered recommendations to improve the IT organization productivity and efficiency. Plante Moran performed the following tasks: collected and reviewed current documents; assessed the technical environment; identified targets for benchmarking and conducted comparisons with similar public and private sector organizations; interviewed executive and senior level management; interviewed IT staff; conducted an end-user survey and analyzed questionnaires completed by IT and department staff. This effort resulted in a number of organizational recommendations for governance, management and staffing levels. Project Staff: Milne, Vanderford, Blackmon, Pesis Project Timeline: May 2016 – September 2016 RFP# 7566 Software Inventory Audit Services - PLJ\NTE MORAN 20 DocuSign Envelope ID: D4E46180-326C402 1-8981-EC3C54622A69 Garfield County, CO Mr. Gary Noffsinger Chief Information Officer r08 8th Street, Suite 402 Glenwood Springs, Colorado (970)945-1377 x-1452 gnoffsinger@garfield-county.com IT assessment and plan Conducted an Information Technology Assessment for the County that included a review of all aspects of organization, administration and use of technology within the County. As part of the engagement, we conducted interviews with IT staff and County departments, as well as an end-user survey of all County staff. Specific areas of focus included IT governance, IT support, IT organization structure, IT infrastructure, project management approach, project portfolio management, cybersecurity, end-user computing, and identifying opportunities for alternative service delivery approaches. As a result, of the IT Assessment, Plante & Moran recommended specific changes to the organizational structure that improved alignment of resources within IT with the goal of improving customer service, IT infrastructure, governance and cybersecurity. We also recommended specific near, mid and long-term action items to improve the overall IT function at the County. Project Staff: Edem, Macyda, Pesis, Rujan Project Timeline: September 2019 – March 2020 Kent County, MI Mr. Tim Beck IT Director 320 Ottawa Ave., NW Grand Rapids, MI 49503 (616)632-6578 tim.beck@kentcountymi.gov IT assessment Conducted a comprehensive Information Technology Assessment for the County that included a review of all aspects of the organization, administration and use of technology within the County. The engagement combined documentation review, surveys and feedback acquired through interviews with IT staff and County stakeholders, and a benchmarking survey of peer County organizations. The IT Assessment included an evaluation of how effectively countywide IT is organized to deliver services to a growing number of constituents with increasing demands for new and emerging technologies, all while maintaining baseline operations and services. The assessment also addressed improvements to areas of governance, data management and analytics, and remote staff management. Project Staff: Dilworth, Edem, Hoose, Macyda, Warner Project Timeline: April 2019 – August 2019 RFP# 7566 Software Inventory Audit Services – PLANTE MORAN 21 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 Project Specific • I DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 Project understanding We understand that the purpose of this RFP is to solicit proposals for Information Technology (IT) services to conduct a City-wide audit of all software used by the organization and to collect detailed information about the software. We understand the City would like the selected vendor to develop recommendations for a variety of business decisions related to the software and that the supplier of the requested services will assist the City of Denton decision-makers with recommendations regarding the usage, license negotiation, cost, allocation/re- allocation, and technical architecture. The supplier will also assist the City of Denton to create policies around software purchases and its use.The Plante Moran Difference: Emerging Technology Center for Excellence The City of Denton has approximately 1,600 fulltime employees, 2,000+ workstations, laptops and convertibles, and 300+ physical and virtual servers. Servers are located at two main data centers as well in the Microsoft Azure environment. City employees are located at seven primary locations and 48 ancillary locations. The City of Denton has 21 major departments. Some devices are also housed in City owned vehicles. Currently, the Technology Services Department actively manages 50+ enterprise applications and client-based applications, including several in-house develop applications and cloud-hosted web applications. It is expected that employees may be using other consumer grade applications on their personal devices such as Facebook or Google Apps for City business. Disruptive technologies, such as blockchain, artificial intelligence and machine learning internet of things, and robotic process automation, are rapidly maturing and are anticipated to have a profound impact on our clients. In response to these changes, Plante Moran’s management consulting team established a Disruptive Technology Resource Center (DTRC) to continue to be on the forefront of understanding these technologies and, more importantly, how they will impact our clients We understand the City is seeking a partner that can conduct a detailed audit of all software that is being used by the City of Denton and will: • • • • • • • • • • Create a way to capture information that is minimally impactful to business operations Canvas the City of Denton for software being used by employees/departments Create the interview questions used for software discovery and to capture software data Communicate directly with the departments and employees Collect the data in a way that can saved, shared, updated, and analyzed by common data tools such as Excel and Power Bl Provide a detail report on all software found Make recommendations on how to best utilize the software Make recommendations on any software that is underutilized or overlapping Make recommendations on the best way to license the software Help develop software purchasing/licensing/use processes for the City of Denton We understand the City’s desired goals and objectives and believe we are well qualified to provide objective and comprehensive services for the City. Our proposed work plan addresses the deliverables as requested in the RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 23 DocuSign Envelope ID: D4E46180-326C'4021-8981-EC3C54622A69 City’s scope of work and our proposed project team has provided similar services for municipal clients, as referenced in our proposal response. Project plan summary We have continually refined our approach for IT organizational reviews to include the technical, schedule, and cost advantages that provide the utmost value to our clients. We believe that using this approach will provide results that exceed your expectations and are in alignment with the objectives identified in the RFP. Our project plan contains 2 phases: • Phase O: Project initiation and ongoing project management support • Phase 1: Applications inventory assessment The following table summarizes our project plan, deliverables, and anticipated deliverables dates by week. Phase Tasks Deliverables a g ! ! 6 1. 2. 3. 4. Initiate project Develop project charter and governance structure Develop detailed work plan and schedule Conduct regular project status meetings • • • Project Charter Week 1-2 Week 2Detailed Project Workplan and Schedule Status Updates Ongoing 1. 2. 3. 4. 5. 6. 7. 8. Review existing business application inventory information Confirm business application inventory detail Confirm application support responsibilities Distribute business application inventory survey to application support staff Review completed business application inventory suIveys Confirm business application inventory matrices with City departments Finalize business application inventory Develop and finalize software inventory assessment report • • • • • • • Review of existing documentation Departmental questionnaire/survey Interview questions/schedule Week 3-5 +C a) E C/) C/) a) C/) C/)< ?0+C a) >C V)C0 BrI 8 alal< \I Business application survey results City departmental interviews and results Draft applications inventory Findings report to include: o Final application inventory Considerations on software utilization Best practices for software procurements/licensing Week 6-12 0 0 RFP# 7566 Software Inventory Audit Services PLANTE MORAN 24 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 Project initiation and ongoing project management The purpose of this task is to engage the City’s executive sponsor, steering team, and project manager in setting project expectations, clarifying roles and responsibilities, and defining strong communication practices for the project. I. Initiate project We will meet with the City’s project manager to introduce our project team, finalize the project scope, deliverables and timetables, and identify any known project risks, constraints, or dependencies. We will work with the City to identify subject matter experts and other participants to involve in data collection, interviews and other working sessions, as well as deliverable reviews and approval. We also will collect information regarding current IT asset and resource deployment across the City. We will document the outcome of these discussions in the project charter. During this activity, we will work with the City’s project manager to establish a project collaboration center. Our proven templates facilitate the design, structure, security, and content collection that will last for the duration of the project. Over the last few years, collaboration environments such as Microsoft SharePoint have become increasingly viable for small, mid-size, and large-scale projects to share information, project working documents, and deliverables. We will request background documentation to provide our team with information about your organization, application portfolio, technology environment, staffing, and budgets. 2. Develop project charter and governance structure We will work with the City’s project manager to develop a project charter based on our initial pre-project planning meetings, The charter document will include: • • • • • • • • • • Business drivers and opportunities Project objectives Project overview and description Scope (both in and out of scope items) Deliverables Schedule and key milestones Project governance structure, roles and responsibilities Critical success factors Risks Constraints and dependencies We will provide the charter document to the City’s executive sponsor and project manager to review and approve prior to significantly commencing project activities. Key Deliverable: Project Charter RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 25 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 3. Develop detailed work plan and schedule We will work with the City to incorporate the following into a detailed Microsoft Project ”" Plan: • Major phases and milestones • Work tasks and their due dates with assigned responsibility • Task dependencies During this activity, we will also review scheduling assumptions and finalize the project plan for approval before initiating the majority of our onsite work. This project plan will serve as the foundation for the project schedule and work tasks. Key Deliverable: Detailed Project Workplan and Schedule 4. Conduct regular project status meetings Frequent communication guided by a “no surprises” philosophy is the key to a successful project. In this way, we manage expectations effectively and we avoid problems entirely, or we address them early on; we focus on minimizing wasted effort and keeping the project on schedule. At a minimum, we anticipate regular status updates with the City’s project manager to: • Report on the status of the project plan and timeline • Reschedule tasks as necessary and update project plan • Review action items • Discuss risks and open issues and develop strategies to address them We also use the project collaboration site to more visually track and display progress against schedule. Key Deliverable: Weekly Status Meeting/Status Updates Applications inventory assessment We will facilitate a City-wide review of all software used by the organization and to collect detailed information about the software. The data collected will then be used to develop recommendations for a variety of business decisions related to the software. 1. Review existing business application inventory information Plante Moran will review existing documentation to gain a comprehensive understanding of the City’s business needs and goals, planned initiatives, and current technology environment, including application portfolio, technology infrastructure, service delivery model, and IT decision making structure and related processes as they pertain to organizational IT governance and organization and staffing. We will provide the City with an information request upon project initiation. Specifically, we intend to conduct an initial review of any business application inventory information that has already been collected by the City and use this information as the basis for pre-filling a business application inventory survey. Key Deliverable: Review of Existing Documentation RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 26 DocuS ign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 2. Confirm business application inventory detail We will review with the City the proposed level of inventory detail that will be collected relative to departmental and enterprise business applications. Details we have collected for past clients include: •Business application name Application description Business functions supported/purpose Need/use case Using departments Owning department Client hardware platform Client operating system platform Client interface Database Database hardware platform Database operating system platform Server hardware platform Server operating system platform Third-party report writer used (if any) Interfacing systems Custom or packaged solution If package, is software under maintenance agreement Annual maintenance costs, if applicable Primary application support provider Initial installation date Number of licenses Type of license (concurrent, per seat) Overall satisfaction with application Holds sensitive information? Current status Scheduled updates/upgrades General comments Other • • • • • • • • • • • • • • • • • • • • • • • • • • • • 3. Confirm application support responsibilities We will meet with City IT to determine the various groups that are responsible for supporting the business applications within the City. It is likely that there are certain departments that provide primary support of their business applications outside of City IT. As part of this initial review, we will also discuss the quality of existing business application inventory information that has already been collected. RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 27 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 4. Distribute business application inventory survey to application support staff Based on the business application support responsibilities defined in the previous step, we will distribute a data collection tool (survey or spreadsheet) containing the various business application inventory attributes to be collected to the various business application support units within the City. To the degree possible, we will pre- fill the spreadsheets based on existing business application inventory information that has already been collected 5. Review completed business application inventory surveys Upon receipt of the completed business application inventory surveys, we will meet with those IT staff directly responsible for supporting applications to confirm the information collected and to also develop data flow diagrams that illustrate interfaces and critical uploads and downloads relative to the applications. 6. Confirm business application inventory with City departments It is likely that there are departmental spreadsheets and small database applications that are critical to departmental operations that are not directly supported by an application support unit within IT. To confirm these other applications, we intend to distribute the completed business application inventory matrix to each City department for review. We will request that they complete the matrix by identifying additional critical departmental supported applications that are not included on the business application inventory matrix. Once the matrices have been updated with this additional application detail, we intend to meet with each department to confirm the additional information that has been provided including any critical interfaces, uploads , downloads, general satisfaction with the application, considerations around technology procurement and decision making as well as any future upgrade/replacement plans. Key Deliverables: Business Application Survey Results; Departmental Stakeholder Interviews and Results 7. Finalize business application inventory We will finalize the application inventory and present to the City for their review. Upon completion of their review, we will finalize these documents and make them available to the City in electronic format. Key Deliverable: Draft Application Inventory 8. Develop and finalize software inventory assessment report After validating our findings, recommendations, and implementation plan with the City, we will develop a draft Applications Assessment Report for the City’s review and final comment. We anticipate the preliminary report to include: o Final application inventory o Considerations on software utilization o Best practices for software budgeting/procurements/licensing o Other topics, as appropriate Deliverable: Application Inventory Assessment Report RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 28 DocuSign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 Fees Section DocuSign Envelope ID: D4E46180-326C'+021-8981-EC3C54622A69 Plante Moran provides a not-to-exceed cost of $60,630 to complete the tasks as proposed in our work plan. Totals by Phase Hours Fees Phase o: Project Management 30 228 258 $7,050 Phase 1: Applications Inventory Assessment $53,580 $601630Total: Cost assumptions Our fees are based on the assumptions listed below. Should these assumptions change, we would adjust our professional fees accordingly, in consultation with the City. • • • • • • • Project status meetings will be conducted remotely and occur no more than once weekly with the City’s project manager. Data and information are provided in a reasonable format and timeframe requested. City staff are available for interviews and focus groups as scheduled by Plante Moran and the City’s project manager. The total number and duration of interviews shall be according to the approved project plan and schedule. There will be a single draft-to-final process for each deliverable. The City will have 10 working days or other number of days as mutually agreed to in the project schedule to approve or provide comments on all interim, draft, and final deliverables; all resulting delays may affect project schedule and fees. All project activities progress according to the final accepted, detailed project plan and schedule. RFP# 7566 Software Inventory Audit Services PLANTE MORAN 30 DocuSign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 Appendix DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 Conflict of Interest Questionnaire CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF IIWEREST QUESTIONNAIRE - For vendor or other person doing budne88 rUth local gwrernnutal entity Thi I questionnaire reflects changes made to the laIr by H.B. 23, 84th Legu Regnlnr Session, FORM CIQ This que5tionna tn is being aled in zeconlance with Chzptu 176, La:aI Ga\uanmt Cob, by a lucior who has a business relationship as cleaned by Section 176.001(1-a) with a local gatunnerdal entity and the xnndor ned:i requirernurt: nadu Sectiw 176_006{D. By law this questioandre raast be Bled with the recanl adrnini3&alor of the local garmt entity not l3ter than the 7th business d=y aau the date the vardar tncmu aware of bets that require the stalnrnent tD be 6M. See Section 176.CX>6(a-1), Local (xnument Cade. A vwrior cornrnits m oaense if the InrIder knowingly \lcrlatu Section 176.006, Local Gorunmmt Code_ An oHen5e under this section is a niulerrreanor. a v Harte & Moran, FILC a LJ nAaasbuE)wueal+unUehapniausIFaedorstionasire (Tbekvnqrrire5tlWFn61enwxbred thlemn6klr }nulnc£alegvaletlut tIle vhedentiaInXgjleaddIrtu qpr:4ldgteaRIBalIIIRlritynot Iguanaan 7hbu5irn55dayaaer tin 61ed qresti£xulaire vu bcalVIBe minxmale. a tenuMd s&en &ehRRzntiw bab nttnb bnMRnal Name af (lmcu T:his sutixb(ina3iMztilrgnblnn54B,C&Djnnatn nlatiaiuIrb as dz6rredtD'Surim 176,CIC)1{la), Lc=81 a Olaed&nudtanRcnwithulxxntlnwBkrbasnarpjg}nmtutxbubu5irnu UCXNk. Anxhaddtiaullngu8a 8risFanCH2unne5wy. A ISankX=lgWUIUIIaaaEnnUUrredhlbiS ncaaarudItBUllkaytoIuinanblebcme,atlruhwimlmm&w,£untlnrurdar? LJ % LJ No B. l£anWrRbrrUd\irgaHkelytO:KeiW arahbbcw,alrutluninu=mani hcme,amIn&IIndiUtimaftInIRaIgnmaaB naIrnantIisacdonANDareanhiehcm£isnatrud\=d6unankXdga\eaurarr8lartity'? [] Yes a No C.IsBn 61uafarisawtilIInileuWBedby a caljnztianuo:butxr5ireua&ityvithnspea$anbkh &rekxalgmmnnaaa66w guIuasm 8Bcuudbux=,uIRlhbnav=Mijl af@e:nrt=rHarnae? LJ Yu LINe D, Ihuribe @dl urBlayurzaartxrsin= allahIdly nl81kHrgHp vifbtbelualgururulnataHcururrndhttri5 £utialr HHH:11] 5 adO n SiBrnnn afvdlikr tIling hubs with tEe 12/280020 Date RFP# 7566 Software Inventory Audit Services PLANTE MORAN 32 a) ante DocuSign Envelope ID: D4E46180-326CJ+021-8981-EC3C54622A69 Invoice example Plante & Moran, PLLC 27400 Northwestem Highway P.O. Box 307 Southfield, MI 48037{)307 Tet 248.3522500 Fax:248.352001 8 'rr)oran INVOICE City of Example TX AHn. Example Contact Deputy CIO City of Example Office of Innovation and Technology 1234 Example Street, 18th Floor Example, TX 19102 Client No: Invoice No: Page: Date:December 21. 2020 106127 1934584 1 For Professional Services Rendered City of Example Unitary Planning and Solutions Contract Contract # 1820387-02 Technical Lead Service Order Deliverable: \VS 1 - Deployment Approach >0(,XXX.XX November - December 2020 Deliverable activity description: IT considerations for deployment approach based on RFI responses Development of presentations for IT working group and executive team, including cloud/on-premise awareness Continued participation in regular steering cmte mmtings Continued review sessions/advisory to Evaluation Mm Balance Due $ xx,xxx.xx USD RemIttance InformatIon : Check:Wire Transfer:ACH; Plante & Moran. PLLC 16060 Collections Center Drive Chicago. IL 60693 Bank Routing/ABA#Bank Address a R114XJIy Account Number Account Name RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 33 DocuSign Envelope ID: D4E46180-326C-402 1-8981-EC3C54622A69 Supplier Information Form Supplier Information ConWY Man: Plante & Moran. PLLC Contact Nam: Mike Rtffel. Partner Address: 274CD Mxthwntem Hwy. southneld. MI 48034 Phone: 312.602.3539 Fax: 248.233.8587 Emall: Mike Riffel Supplier Notes The undersigned agrees this submission Incomes the pra)erty of the CIty of Denton after the officIal opening. The undersigned affirms he has familianzed himself with the spectficatkxr, drawings, exhibits and other documents; the local conditions under which the work is to be inrformed; satisfied himself of the conditions of delivery, handling and storage of materials and equiprrlent; and all other matters that win be required for the work before submitting a response The undersigned affirms that they are duly autlx)nzed to execute this contracl that this submission has not been prepared in collusion 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 otlnr respondent or to any empk>yee of the City of Denton prior to tIn acceptance of this submtssbn. The undersigned affirms that they have read and do urx]erstand the specifications, aN exhibits and attachments contained in this solicitation package. I certiN that I have made no willful misrepresentatbns in this submission. nor have I withheld infonnatbn in my statements and answers to questions. I am aware that the infbrmation given by me in this submission will be investigated. wIth my fuN permission, and that any misrepresentatlats or omissions may cause my submission to be rejected. Plante & Moran. PLLC Rant Name P Msa\$2LZQ d Riffel. Partner P&p 21 of 21 pages Dudbe. 12,W2020 IIDO AU (cr)7566 RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 34 DocuSign Envelope ID: D4E46180-326C402 1-8981-EC3C54622A69 Exceptions Section / Page Reference Proposed exception Rationale RFP Document Please Modlfy as Follows: The contractor will indemnify, defend and hold harmless the City of Denton, and its authorized users, against any action or claim brought against the City of Denton, or its authorized users that is based on a claim that software infringes any patent rights, copyright rights or incorporated misappropriated trade secrets, in each case to the extent that any such infringement actually occurred and was caused by Contractor’s gross negligence or willful misconduct in performing the services under this contract. Contractor will pay any damages attributable to such claim that are awarded against the City of Denton or its authorized users, in a judgment or settlement. If the City of Denton or its authorized users’ utilization of the software becomes subject to a claim, or is likely to become subject to a claim, in the sole opinion of the City of Denton, or its authorized users, the Contractor shall, at its sole expense: (1) procure for City of Denton or its authorized users, the right to continue using such software under the terms of this Contract; or (2) replace or modify the software so that it is non-infringing. Plante Moran can agree to indemnify the City in proportion to Plante Moran’s fault, if any. 14 11 Please Modify as Follows: Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract, in each case that are in final form and intended for delivery to the City of Denton, shall be the exclusive property of the City of Denton and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of contractor’s obligations under this contract without the prior written consent of the City; provided, however, that contractor shall be allowed to use non- confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. Plante Moran would like to clarify that the materials subject to this section are those that are in final form and intended for delivery to the City. 14 12 Please Modify as Follows: Please delete this section in its entirety. Plante Moran is not supplying any goods to the City. 14 13 RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 35 DocuSign Envelope ID: D4E46180-326C-1021-8981-EC3C54622A69 Section / Page Reference Proposed exception Rationale Please ModIfy as Follows: Monthly Time Standards - Contractors shall fully understand that the City relies on the product or service of the solicitation to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, use commercially reasonable efforts to perform the services within the designated number of working hours. Contractor shall deliver goods or services within specified delivery times for 95% of all orders. Plante Moran can agree to use commercially reasonable efforts to perform the services within the designated number of working hours. 15 20 Please ModIfy as Follows: PAYMENT AND INVOICES: Payment processing; The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Submissions which call for payment before thirty (3D) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. k is the intention oftThe City of Denton to-will make payment within thirty days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The 30 day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever is later. Direct deposit for payments: Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.dentonpurchasing.com. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator as identified in the Notice to Proceed. k is the intention oftThe City of Denton @will make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. Plante Moran would like to clarify that the City is obligated to make payment for services rendered. A statement of intention is not the same as an obligation. 16 23(a) 17 54(2) Please Modify as Follows: Delete this subsection in its entirety. Plante Moran does not agree to liquidated damages. RFP# 7566 Software Inventory Audit Services – PLANTE MORAN 36 DocuSign Envelope ID: D4E46180-326C'4021-8981-EC3C54622A69 Section / Page Reference Proposed exception Rationale Please Modify as Follows: Delete this subsection in its entirety. This subsection is applicable to a transaction involving goods, not professional services. U 54(3) Please Modify as Follows: Delete this subsection in its entirety. This subsection is applicable to a transaction involving goods, not professional services. 17 54(4) Please Modify as Follows: Delete this subsection in its entirety. This subsection is applicable to a transaction involving goods, not professional services. a 54(5) Please ModIfy as Follows: Delete this subsection in its entirety. This subsection is applicable to a transaction involving goods, not professional services. 17 54(6) Please ModIfy as Follows: Delete this subsection in its entirety. This subsection is applicable to a transaction involving goods, not professional servlces. a 54(7) Please Modify as Follows: Delete this subsection in its entirety. This subsection is applicable to a transaction involving goods, not professional services. U 54(8) ional Services Agreementl Please Modify as Follows: The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest applicable professional standards customarily obtained for such services in the Plante Moran can agree to perform the services in accordance with applicable professional standards. 1 Article I RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 37 DocuSign Envelope ID: D4E46180-326C-t021-8981-EC3C54622A69 Section / Page Reference Proposed exception Rationale State of Texas. The professional services set out herein are in connection with the following described project: Please Modify as Follows: Delete this paragraph in its entirety. Plante Moran does not agree that the City can unilaterally withhold payment based on its subjective determination that the work is unsatisfactory or not submitted in compliance with the agreement or that Plante Moran is in default. Article V.B, third paragraph 3 Please Modify as Follows: PAYMENT: if the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 225r,025. Additionally, the CONSULTANT may, after giving seven (7) calendar days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due1 or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. Plante Moran would like to clarify that how the days of any notice of suspension are counted Plante Moran does not agree to subjective conditions on amounts owed to it. 3 Article V.D Please Modify as Follows: Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. i&4++he4fttettt+oftof €The City of Denton to-will make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. Plante Moran would like to clarify that the City is obligated to make payment for services rendered. A statement of intention is not the same as an obligation.4 Article VCE) Please Modify as Follows: All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement that are in final form intended for delivery to the City of Plante Moran would like to clarify that the documents that will become the City’s property are those that are 4 Article VII RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 38 DocuSign Envelope ID: D4E46180-326C402 1-8981-EC3C54622A69 Section / ReferencePage Proposed exception Rationale Denton are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. in final form and intended for delivery to the City. Please Modify as Follows:Plante Moran can agree to indemnify the City in proportion to Plante Moran’s fault, if any. THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND OMISSIONS IN EACH CASE TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO1 REIATED TO) AND IN THE EXECUTION1 OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Article VIII, first paragraph 5 Please Modify as Follows: If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the effective date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate reasonably in providing information The CONSULTANT shall turn over all documents that are in final form and intended for delivery to OWNER that were prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. Plante Moran does not agree to subjective conditions to payment for its services. Plante Moran would like to clarify that the documents that are to be turned over are those that are in final form and intended for delivery to the City. 6 Article IX(C) 7 Article XV Please Modify as Follows:Plante Moran can agree to negotiate in good faith to RFP# 7566 Software Inventory Audit Services - PLANTE MORAN 39 DocuSign Envelope ID: D4E46180-326C'4021-8981-EC3C54622A69 Section / Page Reference Proposed exception Rationale If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall negotiate in good faith to reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. reform any invalid or unenforceable provisions of this agreement. Please Modify as Follows: The CONSULTANT shall comply with all applicable federal, state, and local laws, rules, regulations, and ordinances applicable to it and to the work covered hereunder as those laws may now read or hereinafter be amended. Plante Moran would like to clarify that its obligation is to comply with laws applicable to it. 7 Article XVI Please ModIfy as Follows: The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement that legally would preclude CONSULTANT from continuing to perform under this Agreement. Plante Moran would like to clarify the type of conflict that would necessitate notice to the City. 7 Article XVIII(A) Please Modify as Follows: CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall use commercially reasonable efforts to coordinate its work take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. Plante Moran can agree to use commercially reasonable efforts to coordinate its work with related work being carried out by the City.8 Article XXI(D) Please Modify as Follows: The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within lo business days of written request. Further, the CONTRACTOR shall also require an Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this Plante Moran does not agree to unlimited liability for any audit costs, as they are unpredictable and completely within the City’s control. Plante Moran would like to clarify that the City may audit do not include Plante Moran’s workpapers. 9 Artilce XXIII RFP# 7566 Software Inventory Audit Services – PLANTE MORAN 40 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 Section / Page Reference Proposed exception Rationale agreement (other than the CONTRACTOR’s workpapers), and to allow the OWNER similar access to those documents. All books and records will be made available electronically or within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document, but do not include any of the CONTRACTOR’s workpapers. Exhibit D Please Modify as Follows: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. The concept of “acceptance applies to a transaction involving the sale of goods, not professional services. Standard Provisions, openlrlg paragraph 16 Please Modify as Follows: Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such dcductibles or self insured rctentions 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. Plante Moran cannot commit on behalf of its insurers that that the insurers will reduce or eliminate deductibles or insured retentions upon the City’s request, nor does Plante Moran agree to procure any bonds. Standard Provisions, second bullet point on this page 16 Please Modify as Follows: Liability policies shall be endorsed to provide the following: All required liability insurance policies shall comply with the following: Plante Moran cannot commit that the policies themselves will contain these endorsements but can agree to these terms other than the noted exceptions below. Standard Provisions, third bullet point on this page 16 Fourth bullet Please ModIfy as Follows: point on this page Plante Moran’s insurers will not provide notices to third parties, but Plante Moran 17 RFP# 7566 Software Inventory Audit Services PLANTE MORAN 41 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 Section / Page Reference Proposed exception Rationale Cancellation: City requireg The contractor will give at least 30 day written notice should it initiate cancellation of any of the policies descdbed on the certificate be cancelled before the aphation date. can agree to provide notice if it initiates cancellation of any of the policies on the certificate 17 17 Sixth bullet on this page Please ModIfy as Follows: Delete this section in its entirety. Plante Moran does not agree with these requirements. Seventh Please ModIfy as Follows: bullet on this Delete this section in its entirety. page Plante Moran does not agree to withholding of its payments. Please Modify as Follows: Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer’s Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with 8406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workerls Compensation Commission (TWGG). Plante Moran cannot commit on behalf of its insurers that they will waive subrogation rights. Workers’ Compensatio n Insurance 18 This engagement does not involve any building or construction project. Attachment 1 Please Modify as Follows: Attachment 1 Delete this attachment in its entirety. This engagement does not involve any building or construction project. 20 -22 RFP# 7566 Software Inventory Audit Services PLANTE MORAN 42 DocuSign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 We look forward to working with you. Please contact us with any questions. According to our recent client satisfaction survey, 99% would recommend Plante Moran of clients say they Mike Riffel Partner (312).602-3539 Mike.Riffel@plantemoran.com DocuSign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 Exhibit C CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualifed from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton the minimum insurance coverage as indicated hereinafter. As soon as practicable after notifIcation of bid award, Contractor shall pIe with the Purchasing Department satisfactory certipcates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, askfor clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be mothBed or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. An insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifIcations, and shall be maintained in compliance with these general specifIcations throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self-insured retentions shall be declared in the bid proposal. •All required liability insurance policies shall comply with 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 City of Denton, Texas Contract 7566 Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 13 of 16 DocuSign Envelope ID: D4E46180-326C-+0214981-EC3C54622A69 applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer’s limit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. •Cancellation: The contractor will give at least 30 day written notice should it initiate cancellation of any of the policies described on the certificate before the expiration date and shall provide notice of the cancellation of any policies initiated by the insurance provider within five business days of receiving such notice from the insurance provider. •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. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTs: AU insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked speci$cations, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. IX ]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 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 14 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326C-40214981-EC3C54622A69 damage resulting from explosion, collapse or underground (XCU) exposures. •Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. 1x 1 Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned, hired and non-owned autos. lx 1 Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least 8100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. []Ownerls and Contractorts Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor’s operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X]Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. []Builders' Risk Insurance Builders’ Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 6/4/21 Page 15 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326C-4021-8981-EC3C54622A69 []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. [X] Cyber Cyber coverage provided protection for business liability for a data breach, cyber extortion, business interruption due to malicious cyber attacks or malware infections. A Cyber policy will be required anytime a system interfaces with the City of Denton’s servers or houses sensitive information such as customer or employee data. When Cyber coverage is required commercial crime is also required. Limits of not less than $500,000 are required unless other limits are individually approved by the City. [ ] 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. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 6/4/21 Page 16 of 16 Contract 7566 DocuSign Envelope ID: D4E46180-326C4021-8981-EC3C54622A69 Exhibit D CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. N W Plante & Moranl PLLC TH 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 Bling authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate. d Name of Ioc,I g,vernment officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary, A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? [] Yes n No B . Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local govemmental entity? [] Yes [] No C Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? [= Yes [ : No D Describe each employment or business and family relationship with the local government officer named in this section. 4 [] I have no Conflict of Interest to disclose. 6/8/2021 Datebusiness with the governmental entity