21-250921-2509
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT
WITH GRANT THORNTON LLP, THROUGH THE DEPARTMENT OF INFORMATION
RESOURCES (DIR) COOPERATIVE PURCHASING NETWORK CONTRACT NO. DIR-
TSO-4032, FOR ACCOUNTS PAYABLE AUTOMATION AND VENDOR MANAGEMENT
CONSULTING SERVICES FOR THE FINANCE AND PROCUREMENT AND
COMPLIANCE DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7831 -- AWARDED TO
GRANT THORNTON LLP, IN THE NOT -TO -EXCEED AMOUNT OF $116,335.00).
WHEREAS, pursuant to Ordinance 20-196, the Department of Information Resources has
solicited, received, and tabulated competitive bids for the purchase of necessary materials,
equipment, supplies, or services in accordance with the procedures of state law on behalf of the City
of Denton; and
WHEREAS, the City Manager, or a designated employee, has reviewed and recommended
that the herein described materials, equipment, supplies or services can be purchased by the City
through the State of Texas Department of Information Services Go Direct Program at less cost than
the City would expend if bidding these items individually; 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 numbered items in the following numbered purchase order for materials,
equipment, supplies, or services shown in the "File Number" listed hereon, and on file in the office
of the Purchasing Agent, are hereby approved:
FILE
NUMBER VENDOR AMOUNT
7831 Grant Thornton LLP $116,335.00
SECTION 2. By the acceptance and approval of the above numbered items set forth in the
attached purchase orders, the City accepts the offer of the persons submitting the bids to the State of
Texas Department of Information Services Go Direct Program for such items and agrees to purchase
the materials, equipment, supplies, or services in accordance with the terms, conditions,
specifications, standards, quantities, and for the specified sums contained in the bid documents, and
related documents riled with the State of Texas Department of Information Services Go Direct
Program, and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set forth
in this ordinance wish to enter into a formal written agreement as a result of the City's ratification of
bids awarded by the State of Texas Department of Information Services Go Direct Program, 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, and standards contained in the Proposal submitted to the State of Texas
Department of Information Services Go Direct Program, quantities, and specified sums contained in
the City's purchase orders, and related documents herein approved and accepted.
SECTION 4. By the acceptance and approval ofthe above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by 1� t ; 3ecje ` and
seconded by`�— ,e —0c" 5 This ordinance was passed and approved by
the following vote F -) - Cj:
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: .l
PASSED AND APPROVED this the It -b- day of-\N-1C2rnV--Q-C , 2021
6 � Z�e �
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
mm -e! ,�I/ r w.
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Ugltally signed by Marcella Lunn
DN: cn=Marcella Lunn, o, ou=City
�
� of Denton,
I L�� email—marcella.lunn@cityofdent
BY. _ nN rnm, 1-1 IS
Date: 2021.11.04113:18:22 -05'00'
DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-OAF164E77B67
I CITY
01FL
1
DENTON
Docusign City Council Transmittal Coversheet
FILE
7831
File Name
AP Automation & vendor Management Consultant
Purchasing Contact
Erica Garcia
City Council Target Date
DECEMBER 7, 2021
Piggy Back Option
Not Applicable
Contract Expiration
N/A
Ordinance
212509
C
DocuSign Envelope ID: 13764F1F-9G67-4D61-8$95-OAF164E77B67
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 7831
STATE OF TEXAS
COUNTY OF DENTON
1JW20AGREEMENT (the "Agreement") is made and entered into on
, by and between the City of Denton, Texas, a Texas municipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called "OWNER" and Grant Thornton LLP, with its corporate office at
1000 Wilson Blvd, Suite 1400, Arlington, VA 22209, 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 diligence and in
accordance with the highest professional standards customarily obtained for such services in the
State of Texas. The professional services set out herein are in connection with the following
described project:
The Project shall include, without limitation, AP Automation and Vendor Management
consulting 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:
City of Denton, Texas Contract 7831
Standard Agreement for Engineering Related Design Services
Revised Date: 10/25/21
Page 1 of 12
DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-OAF164E77B67
A. The CONSULTANT shall perform all those services as necessary and as described in
The Texas Department of Information Resources (DIR) Cooperative Program Contract
#DIR-TSO-4032, which is on file at the purchasing office and made a part hereof as
Exhibit A as if written word for word herein.
B. 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.
C. 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.
D. 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.
E. Consultant warrants that it will perform its services on a reasonable professional efforts
basis in accordance with applicable standards. This warranty is in lieu of, and Consultant
expressly disclaims, all other warranties, express, implied or otherwise, including without
limitation any implied warranties of merchantability or fitness for a particular purpose.
Consultant does not warrant computer hardware, software or services provided by other
parties.
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. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
B. 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.
City of Denton, Texas Contract 7831
Standard Agreement for Engineering Related Design Services
Revised Date: 10/25121
Page 2 of 12
DocuSign Envelope ID: 13764F1F-9C67-41361-8895-OAF164E771367
E. Visits to the site in excess of the number of trips included in Exhibit B.
F. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
G. Unless expressly provided for, the Services do not include giving testimony or appearing
or participating in discovery proceedings, in administrative hearings, in court, or in other
legal or regulatory inquiries or proceedings. Except with respect to a dispute or litigation
between Consultant and the Client, Consultant's costs, expenses, and time spent in legal
and regulatory matters or proceedings arising from this Agreement, such as subpoenas,
testimony, bankruptcy filings or proceedings, consultation involving private litigation,
arbitration, government or industry regulation inquiries, whether made at Client's request
or the request of a third party, will be billed to Client separately at Consultant's standard
rates for such services.
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. However, Contractor shall not be liable for delays beyond
its reasonable control provided that notice thereof is given to the other Party as soon as
practicable. All such Force Majeure conditions preventing performance shall entitle the Party
hindered in the performance of its obligations under the Agreement to an extension of the date of
delivery of the Products by a period of time equal to the period of delay incurred as a result of the
Force Majeure or to any other period as the Parties may agree in writing. The contract shall
remain effective for a period of two years 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 a fixed
fee basis for the deliverables 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, not to exceed
$116,335.00.
City of Denton, Texas Contract 7831
Standard Agreement for Engineering Related Design Services
Revised Date: 10/25/21
Page 3 of 12
DocuSign Envelope Ib: 13764F1F-9C67-4D61-8895-DAF164E77667
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 which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximuin not to exceed fee as stated, without first having obtained written authorization
from the 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) 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 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. It is the intention of the City of Denton to make payment on
completed orders within thirty days after receipt of invoice or items; whichever is later,
unless unusual circumstances arise. Invoices must be fully documented as to labor,
materials, and equipment provided, if applicable, and must reference the City of
City of Denton, Texas Contract 7831
Standard Agreement for Engineering Related Design Services
Revised Date: 10/25/21
Page 4 of 12
DocuSign Envelope 1D: 13764F1F-9C67-4D61-8895-OAF164E77B67
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
Intentionally Deleted
ARTICLE VIII
INDEMNITY AGREEMENT
Intentionally Deleted
ARTICLE IX
INSURANCE
Intentionally Deleted
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
Intentionally Deleted
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Intentionally Deleted
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:
City of Denton, Texas Contract 7831
Standard Agreement for Engineering Related Design Services
Revised Date: 10/25/21
Page 5 of 12
DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-OAF164E77B67
To CONSULTANT: To OWNER:
Grant Thornton Public Sector LLC City of Denton
Attn: Contracts Department Purchasing Manager —File 7831
1000 Wilson Blvd, Suite 1400 901B Texas Street
Arlington, VA 22209 Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days' mailing.
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, comm-unications, 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 reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as 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.
City of Denton, Texas Contract 7831
Standard Agreement for Engineering Related Design Services
Revised Date: 10/25/21
Page 6 of 12
DocuSign Envelope ID: 13764FIF-9C67-4D61-8895-OAF164E77B67
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.
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.
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 which shall not be unreasonably
withheld.
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 —The Texas Department of Information Resources (DIR) Cooperative Program
Contract ##DIR-TSO-4032, for AP Automation and Vendor Management
Consulting Services(on file at the purchasing office)
Exhibit B — Consultant's Scope of Services Offer, Project Schedule and Rate Sheet
Exhibit C — Form CIQ — 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,
City of Denton, Texas Contract 7831
Standard Agreement for Engineering Related Design Services
Revised Date: 10/25/21
Page 7 of 12
DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-OAF164E77B67
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 Jeff Meadows. However, nothing herein shall limit CONSULTANT
from 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 take such
steps as are appropriate to ensure that the work involved is properly coordinated 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. 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.
G. 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.
City of Denton, Texas Contract 7831
Standard Agreement for Engineering Related Design Services
Revised Date: 10/25/21
Page 8 of 12
DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-OAF164E771367
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right, upon reasonable advance notice and during normal business
hours, to audit and make copies of the fee and expense information and work product
documentation ("Records") pertaining to this agreement. The CONTRACTOR shall retain such
Records 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 Records 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, and to allow the OWNER similar access to those
documents. All Records will be made available within a 50 mile radius of the City of Denton.
The cost of the audit will be borne by the OWNER.
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.
Notwithstanding the foregoing or anything in this agreement, nothing this Section or any audit or
inspections hereunder, shall violate or cause Consultant to violate any of Consultant's
professional standards, privacy, confidentially or legal obligations and provided fiuther, that
Consultant's work papers and other proprietary materials are excluded from such audit. [Client]
will treat the Records as confidential information and may not disclose the Records to any other
parties.
ARTICLE XXIV
Prohibition On Contracts With Companies Boycotting Israel
Consultant 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, Consultant certifies that Consultant's signature
provides written verification to the City that Consultant. (I) 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 this agreement,
Consultant certifies that Consultant's signature provides written verification to the City that
Consultant, 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,
City of Denton, Texas Contract 7831
Standard Agreement for Engineering Related Design Services
Revised Date: 10/25121
Page 9 of 12
DocuSign Envelope !D: 13764F1F-9C67-41D61-8895-0AF164E771367
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
Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the
Consultant submits the signed contract. The Texas Ethics Commission has adopted rules
requiring the business entity to file Form 1295 electronically with the Commission.
Consultant will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The consultant shall:
1. Log onto the State Ethics Commission Website at:
hgps://www.ethics.state.tx.us/whatsnew/elf info_forml295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing L&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.
ARTICLE XXVII
PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer, employee, independent consultant, or elected official of the City who is involved in
the development, evaluation, or decision-making process of the performance of any solicitation
shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as
defined in the City's Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics).
Any willful violation of this section shall constitute impropriety in office, and any officer or
employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any
violation of this provision, with the knowledge, expressed or implied, of the Contractor shall
render the Contract voidable by the City. The Consultant shall complete and submit the City's
Conflict of Interest Questionnaire.
City of Denton, Texas Contract 7831
Standard Agreement for Engineering Related Design Services
Revised Date: 10125/21
Page 10 of 12
DocuSign Envelope ID: 13764F1F-9C67- D61-8895-OAF164E77B67
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSUU/1�TAs executed this Agreement
through its duly authorized undersigned officer on this date
DocaSi ned b
CO S TAN
BY:�-
D SIGNATURE
Printed Name: Graeme Finley
Title:
Principal
571 242 0478
PHONE NUMBER
Graeme.Finley@us.gt.com
EMAIL ADDRESS
graeme.finley@us.gt.com
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF PFFNnTQN, TEXAS
BY: LH"44
CITY MANAGER
ATTEST:
ROSARIOS�gCtl e Y SECRETARY
BY: P10" R':oa
APPROVED AS TO LEGAL FORM:
DacuSigned by:
BY: baw'
City of Denton, Texas
Standard Agreement for Engineering Related Design Services
RevisedDate: 10/25/21
Page 11 of 12
Contract 7831
DocuSign Envelope ID: 13764F1 F-9C67-4D61-8895-0AF164E77B67
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
rDoeuSigned by:
��ivt�, fi'a��ar
SIGNATURE
Christine Taylor
PRINTED NAME
Director of Procurement and compliance
TITLE
Procurement and Compliance
DEPARTMENT
City of Denton, Texas Contract 7831
Standard Agreement for Engineering Related Design Services
Revised Date: 10/25/21
Page 12 of 12
DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-OAF164E77B67
Exhibit A
The Texas Department of Information Resources (DIR) Cooperative Program
Contract #DIR-TS04032, for AP Automation and Vendor Management Consulting Services
(on file at the purchasing office)
City of Denton, Texas Contract 7831
Standard Agreement for Engineering Related Design Services
RevisedDate: 10125/21
Page 13 of 15
DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-QAF164E77B67
oGrantThornton
Exhibit B
Table of Contents
Letter of Transmittal
Key Personnel
Services, Timeline, and Pricing
DocuSign Envelope ID: 13764F1 F-9C67-4D61-8895-OAF164E77B67
Letter of Transmittal
August 12, 2021
Christine Taylor
Director of Procurement and Compliance
City of Denton
215 E. McKinney Street
Denton, TX 76201
Dear Ms. Taylor:
GrantThornton
Audit — Tax — Advisory
Grant Thornton LLC
111 Congress Ave, Suite 2500
Austin, TX 78701
T: (512) 692-1200
F: (512) 692-1201
www.GtantThornton.com
Grant Thornton LLC is pleased to present our proposal to provide Accounts Payable
(AP) Automation and Vendor Management consulting services, as solicited in DIR
Contract No. DIR-TSO-4032. As one of the world's largest accounting and
management consulting organizations, Grant Thornton is a leading provider of project
management, business process transformation, and information technology consulting
services. Our enclosed proposal introduces our highly qualified team with the
experience to support the City of Denton consulting requirements.
Grant Thornton's understanding is that the City of Denton desires to implement a fully
automated software that will be utilized by the Finance and Purchasing Departments for
vendor management and payment processing. The main goal of automating the
accounts payable and vendor management process is to improve payment efficiencies
and controls across departments. The system will need to integrate to the City's current
financial reporting software (JD Edwards).
We look forward to working with the City of Denton on this critical initiative.
If you have any questions or require additional information, please contact me at (57 1)
242-0478 or via email at graeme.finley@us.gt.com.
Sincerely,
GRANT THORNTON LLC
♦ ' r /mss
(�•
Graeme Finley
Principal
DocuSign Envelope ID: 13764F1F-gC67-4D61-8895-QAF164E77B67
Key Personnel
Grant Thornton understands the strategic importance and magnitude City of Denton's Accounts
Payable Automation solution initiative and we have assembled a team with the appropriate
industry, technology and managerial expertise to address the services outlined in the RFP.
We will align our work schedule with the core Monday -to -Friday business hours of our City of
Denton teammates and project leaders, enabling the Grant Thornton team to provide valuable
support and guidance with minimal travel expenses. The Grant Thornton team also brings
significant prior experience with the City of Denton, allowing our team to immediately add
value.
JD Edwards Leadership
Greg Davis - Principal and JD Edwards National Practice Lead
eA&
Greg is a Principal in Giant Thornton's Advisory Services, Technology Solutions practice in Kansas City, joining the firm as part of the Grant Thornton acquisition
of MarketSphere in 2013. Greg leads a national practice of experienced JD Edwards projed management functional, and technical resources.
Experisnr-e
Greg has r orked his professional career in business consulting for the leading IT Consulting firms of Arthur Anderson. PricewaterhouseCoopers, IBM and Grant
Thornton. Focusing on providing referenceable JD Edwards services for over 22 years, Greg has consulted in a diverse portfolio of industries and Fortune 5D0
companies_ He has conducted over 50 JD Edwards implementations: 40 JD Edwards upgrades, and several optimizations. Greg has extensive supply chain ERP
experience in highly -regulated industries.
Recently, Greg and the Grant Thornton JDE team have derrvered several successful JD Edwards upgrades ranging from technical (only) to fully transformational
re= implementations. Orade recently recognized and awarded the GT JD Edwards practice 1vr7h the Partner Excellence Award for Outstanding Upgrades in 2014
and 2015. w1c Davis has also helped many ERP organizations evaluate and assess their organization and controls to create ERP Governance and has recently
published a white paper on The 4 ERP governance best practices you shouldn't Ignore.
His industry experfise includes. manufacturing, distribution, construction, consumer products, automotive, tobacco, telecommunications, energy, utilities, public
sector, and chemical His JD Edwards expertise includes. JDE Financials, Distnibution, Manufacturing, and Capital Asset Management- Additional areas of
expertise inclu'e: supply chain optimization. Manufacturing planning, lot control, product omfiguralion, and cosi amounting.
Education
Greg holds Bachelor of Science degrees in Management Information Systems, and Ma*2fing, from Kansas State University.
Critical Project Team Resources
Jeff Meadows (Director — Project Manager)
• Over 25 years of experience as a technology consultant and managing systems implementations of JD Edwards and 30 years of
professional experience
29+ implementation go -lives` with JD Edwards software products working with Arthur Andersen, PwC, IBM, MarketSphere and Grant
Thornton (long history of JD Edwards project successes with Greg Davis)
• Jetts professional education in accounting, expansive JD Edwards skills, communication skills, and his deep knowledge of numerous
industries allows him to quickly gain the confidence of client executives
Jeff :as the project manager, functional and technical lead for the JDE 9.1, 9.2, and recent Tools upgrades at the City of Denton and has
working knowledge and experience of all functional modules that the City of Denton runs today (including HR/Payroll)
Greg Davis (PMO and Quality Assurance)
• Specializes in project advisory and program/project management on JD Edwards implementations with complex third party integrations.
Over 40 JD Edwards upgrades delivered_
• History with the City of Denton — project leader and partner on prior City of Denton project initiatives_ Functional knowledge and
implementation experience of all JDE modules being run by the City of Denton.
Anthony Palmisano (AP Functional Lead)
• Over 15 years of combined JD Edwards and professional experience
• 6+ JD Edwards implementations, upgrades, optimizations, and high complexity integrations to include interface(s) with third party Accounts
Payable Automation software.
ERP Suites (CNC/Technical)
Over 23 years of JD Edwards Technical Expertise with a heavy focus and background in JD Edwards CNC
• History with the Grant Thornton and City of Denton on previous projects
•
Manages data centers for JO Edwards customers (hosting and managed services)
• Significant experience with JDE integrations, security, data archival tools, disaster recovery, high -availability, system monitoring
DocuSign Envelope ID: 13764F1F-9067-4D61-8895-OAF164E77B57
Services, Timeline, and Pricing
To fulfill the RFP consulting requirements, we will provide the below services:
1) Accounts Payable Automation and Vendor Management Integration with JD Edwards
Accounts Payable (AP) Automation and Vendor Management- Interface to WE Week
1 2 3 4 5 6 7 a 9 10 11 12
Hours
PHASE 1
Fees
Project Onboardin Plannin
5 $
Assist COD with Software/Process Requirements Gathering
$ 1,100.00
Assist COD Pre arationforVendorScorin
168 $
Attend COD Coordinated Vendor Demos 3 Preselected Vendors
$ 31,920.00
Assist COD with Evaluation of Vendor Product and Final Selection (Per COD Requirements
336 $
Advise COD During Vendor Contracting Phase
$ 63,840.00
Assist COD with High Level Timeline and Cost Estimate forJDE Project
Mana ement/Confi uration/Develo ment/Trainin Post Go -Live Support
20 $
PHASE 2 (Fees forservices in this Phase are NOTinciuded in the estimated cost below)
$ 3,500.00
Assist COD with JOE Project Management/Configuration/Development/Traini ng/Post Go -
Live Support
TBP
Our fees for Phase I services are summarized as follows:
Accounts Payable (AP) Automation and Vendor Management -Interface to JDE
Role
Hours
Rate
Fees
Engagement Partner/QA
5 $
220
$ 1,100.00
Project Manager
168 $
190
$ 31,920.00
Accounts Payable Lead
336 $
190
$ 63,840.00
CNC
20 $
175
$ 3,500.00
Developer
40 $
100
$ 4,000.00
569
$ 104,360.00
This pricing is specific to DIR Contract No. DIR-TSO-4032.
Travel expenses for activities planned for weeks 7-10 are estimated at $11,975.00.
The following fixed price billing schedule will be utilized for invoicing:
• End of Phase 1: $115,335.00
4
DocuSign Envelope ID: 13764F1F-9C674D61-8896-OAFI64E77B67
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendorwho 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 An 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.
N15 of vendor who has a business relationship with local governmental entity. Grant Thornton, LLP
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 1 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code.
Attach addition tpa s to this Form CIQ as n�ry.
A. Is the local) government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
13. Is the vendEiving or likely to receivMble income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer pTlIT4 questionnaire employe corporation or other business entity with respect to which the local government officer serves as an officer
or directorL&P441ds an ownership of oneLpere4ut or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
•--GWUSigned b
�Pave no n 'ct of Interest to disclose.
� 11/3/2021
��
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 13764F1F-K67-41D61-8895-OAF164E77B67
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.b(,us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code & 176.001(1-a): 'Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B);
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12 -month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12 -month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer,
DocuSign Envelope ID: 13764FIF-9C67-4D61-8895-OAF164E77B67
Exhibit C
provided by Texas Ethics Commission www.ethics,state.tx,us Revised 11/30/2015