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22-295
22-295ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACTWITH BERRY, DUNN, MCNEIL & PARKER, LLC DBA BERRY DUNN, THROUGH THE INTERLOCAL PURCHASrNG SYSTEM (TIPS) COOPERATIVE PROGRAM, CONTRACT# 200105, FOR THE CITYWIDE ENTERPRISE ASSET MANAGEMENT CONSOLIDATIONASSESSMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7870 – AWARDED TO BERRY, DUNN, MCNEIL & PARKER, LLC DBA BERRY DUNN, IN THE TWO (2) YEAR NOT-TO- EXCEED AMOUNT OF $99,750.00). WHEREAS, pursuant to Ordinance 2011-082, The Interlocal Purchasing System Program 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 Interlocal Purchasing System 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 items shown in the “File Number” referenced herein and on file in office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILENUMBER VENDOR AMOUNT 7870 Berry, Dunn, McNeil & Parker, LLC dba Berry Dunn $99,750.00 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to The Interlocal Purchasing System 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 filed with The Interlocal Purchasing System Program and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City’s ratification of bids awarded by The Interlocal Purchasing System Program, the City TH + 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 Interlocal Purchasing System Program, 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 items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuantthereto as authorized herein. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by Br fh, Beck and seconded by A\,'s+~.. bb, if , . This ordinance was passed and approved bythe following vote L-Z - E : -- 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: q '1JaI PASSED AND APPROVED this the IS " d,, ',f Cb,b./y . 2022 GERARD HUDSPETH, MAYOR \\It 1111111ATTEST: ROSA RIOS, CITY SECRETARY &_iLL, \ 1 a a \ '\ ) -\ PR + + \\\ \ II III /IO //) APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella DN: cn=Marcella Lunn. o. \JH\Vb ::,=SIT,=,:;ET,nJ„@dty,fBY:\XttvcttI£\ Date: 2021.12.09 10:52:32 -06'OO' DocuSign Envelope ID: 5CF56296-8166-4038-A171-B4B5042EAC30 DENTON Docusign City Council Transmittal Coversheet coop 1 7870 File Name cltwid e E AM Consolldatlon Assessment P,rchasingCo,tact c ''1 p '"'‘ City C,,„,iI T,rg,t D,t, ' =’--"-“ 15’ 2022 Piggy Back Option Contract Expiration Ordinance Not Applicab1 e FEBRUARY 15, 2024 22-295 DocuSign Envelope ID: 5CF56296-8166-+038-A171-B4B5042EAC30 PROFESSIONAL SERVICES AGREEMENTFOR CONSULTING SERVICESFILE 7870 STATE OF TEXAS § §COUNTY OF DENTON THIS AGREEMENT (the “Agreement“) is made and entered into on02/15/2022 , 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 Berry, Dunn, McNeil & Parker, LLC, dbaBerry Dunn , with its corporate office at 2211 Congress Street, Portland, ME 04102 , 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 ICONSULTANT 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 toChapter 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 OWNERwill 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, Citywide EAM Consolidation Assessment, as described in Exhibit B, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE IISCOPE 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 Interlocal Purchasing System (TIPS) Cooperative Program Contract #200105 – City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 1 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Technology Solutions, Products and Services, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. B. C. 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 parthereof 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 termsand conditions of the attached exhibits or task orders. ARTICLE IIIADDITIONAL 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 sen'ices, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outsideof 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 ServicesRevised Date: 9/1 1/18 Page 2 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 ARTICLE IVTIME 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 thisAgreement, whichever occurs first. ARTICLE VCOMPENSATION A.COMPENSATION TERMS : 1. 2. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. “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 $99,750. 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 additionalpayments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 3 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-AI 71-B4B5042EAC30 in Article III “Additional Services,” without obtaining prior written authorization fromthe OWNER. C.ADDITIONAL SERVICES: For additional services authorized in writing by theOWNER 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, theCONSULTANT 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 (2 1) 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 thecontract 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 ofDenton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VIOBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering andpromptly 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 or fUrnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared andfurnished 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. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 4 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038.A171-B4B5042EAC30 In the event the OWNER uses any of the information or materials developed pursuant to thisAgreement 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. ARTICLE VIIIINDEMNITY AGREEMENT THE CONSULTANT AGREES, TO THE FULLEST EXTENT PERMITTED BYLAW, TO INDEMNIFY THE CLIENT AGAINST DAMAGES, LIABILITIES, ANDCOSTS ARISING FROM THE NEGLIGENT ACTS OF THE CONTRACTOR IN THEPERFORMANCE OF PROFESSIONAL SERVICES UNDER THIS AGREEMENT, TOTHE EXTENT THAT THE CONTRACTOR IS RESPONSIBLE FOR SUCH DAMAGES,LIABILITIES AND COSTS ON A COMPARATIVE BASIS OF FAULT ANDRESPONSIBILITY BETWEEN THE CONTRACTOR AND THE CLIENT. THECONTRACTOR SHALL NOT BE OBLIGATED TO INDEMNIFY THE CLIENT FORTHE CLIENT’S OWN NEGLIGENCE. 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 thisAgreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IXINSURANCE 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 XALTERNATIVE 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 XITERMINATION 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 City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18Page 5 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-8166-+038-A171-B4B5042EAC30 mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure thefailure; and (2) an opportunity for consultation with the terminating party prior toterrnrnatron. C.If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorilyperformed and for reimbursable expenses to termination incurred prior to the date oftermination, 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 in providing information. The CONSULTANT shall turn over all documents prepared or fbrnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copiesof such documents for its use. ARTICLE XIIRESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of theresponsibility 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 theOWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIIINOTICES 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 seven (7) days’ mailing: To CONSULTANT: Berry, Dunn, McNeil & Parker, LLC, dba BenyDunnKevin Price 2211 Congress StreetPortland, ME 04 102 To OWNER: City of Denton Purchasing Manager –File 7870901B Texas Street 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 XIVENTIRE AGREEMENT City of Denton. Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 6 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 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 oftheir 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 XVSEVERABILITY 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 provlslon.ARTICLE XVICOMPLIANCE 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 nowread or hereinafter be amended. ARTICLE XVIIDISCRIMINATION 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 XVIIIPERSONNEL 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. Suchpersonnel shall not be employees or officers of, or have any contractual relations with theOWNER. 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 XIXASSIGNABILITY 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 City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 7 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-8166-4038-A171-B4B5042EAC30 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! orotherwise) without the prior written consent of the OWNER. ARTICLE XXMODIFICATION 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 therights 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 notbe waived unless as set forth herein. ARTICLE XXIMISCELLANEOUS A.The following exhibits are attached to and made a part of this Agreement: Exhibit A – The Interlocal Purchasing System (TIPS) Cooperative Program Contract #200105 – Technology Solutions, Products and Services (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule, and CompensationRate Sheet Exhibit C – Consultant’s Insurance Requirements Exhibit D - Form C:IQ – 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 orif federal diversity or subject matter jurisdiction exists, to the United States District Courtfor the Eastern District of Texas-Sherman Division. C.For the purpose of this Agreement, key person who will oversee the performance of thework hereunder shall be Chad Snow, Principal. 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 allapplicable dispatch, in a sound, economical, and efficient manner and in accordance with City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 8 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 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. 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 XXIIINDEPENDENT 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 XXIIIRIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records andcomputations 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 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 books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit willbe 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 ofthe terms "books", "records", "documents'’ and "other evidence", as used above, shall beconstrued to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 9 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-AI 71-B4B5042EAC30 ARTICLE XXIVPROHIBITION 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 signatureprovides written verifIcation to the City that Consultant: (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 XXVPROHIBITION 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 certifres 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, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVICERTIFICATE 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. 2 3 4 5. Log onto the State Ethics Commission Website at : https://www.ethics. state.tx.us/whatsnew/elf info form 1295.htm 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 City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18Page 10 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 6. Email the form to purchasing@cit}'ofdenton.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 XXVIIPROHIBITION AGAINST PERSONAL nVTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved inthe 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 oremployee 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’sConflict of Interest Questionnaire. ARTICLE XXVIIIFORCE MAJEURE We will endeavor and use commercially reasonable efforts to complete all work contemplated under this Agreement, However, neither party shall be liable to the other for any failure or delay of performance of any obligation under this Agreement to the extent such failure or delay shall have been wholly or principally caused by acts or events beyond its reasonable control rendering performance illegal or impossible. As used in this section, force majeure means any causebeyond the reasonable control of a party, including, but not limited to, an act of God, nature, act of aggression, fire, strike, flood, riot, war, delay of transportation, terrorism, pandemics or other widespread outbreaks of infectious diseases or inability due to the aforementioned causes to obtain necessary labor, material, or facilities. The Consultant shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within seven (7) calendardays of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. City of Denton. TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 11 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-8166-4038-A171-B4B5042EAC30 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 CONSULTANT DocuSlgned bF BY,I bMw PriclED SIGNATURE CITY OF DENTON, TEXAS Printed Name:Kev1 n Pr1 ce INTERIM CITY MANAGER Title: Princi pa1 ATTEST: ROSA RIOS. CITY SECRETARY 'DocuSlgned by: BY: 1 RHARi% IC5CA8C5E 1 75493. 207-541-2379 PHONE NUMBER KPri ce@berrydunn . com EMAIL ADDRESS APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY2021-828096 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER BY: '4B070831 B4AA438 THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DocuSigned bH (AiSha MUMra?vATUWE LeI sha Mel ne PRINTED NAME ch1 ef Technology Offlcer TITLE Technology Serv1 ces DEPARTMENT City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 12 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Exhibit A The Interlocal Purchasing System (TIPS) Cooperative Program Contract #200105 – Technology Solutions, Products and Services (on file at the purchasing office) City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 13 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-8166-4038-A171-B4B5042EAC30a BerryDunn BB li-> bIt;_\' PROPOSAL TO THE BerryDunn2211 Congress Street Portland, ME 04102 207-541 -2200City of Denton, Texas Kevin Price Principal kprice@berrydunn.com Alex Kee, Project Manager akee@berrydunn.com TO PROVIDE Enterprise Asset Management (EAM) System Selection Services Proposal Submitted On: November 18, 2021 berrydunn.com DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 E) BerryDunn November 18, 2021 City of Denton AHn: Leisha Meine, Chief Technology Officer 215 E McKinney Street Denton, TX 76201 Sent via email to leisha.meine@cityofdenton.com Dear Ms. Meine: Thank you for the opportunity to submit this proposal describing how our consulting team may assist the City of Denton (City) to develop requirements for an enterprise asset management (EAM) system. We appreciate the time you have taken to discuss the City’s goals for this initiative with our team. Berry Dunn McNeil & Parker, LLC (BerryDunn) is an independent management and IT consulting and certified public accounting firm headquartered in Maine and serving clients nationally. We have a dedicated Local Government Practice Group with a specialized Community Development and Utility Operations (CDUO) Practice that focuses on supporting local government entities like the City as they seek to procure modern systems that support services for external partners and community members. How Our Team Can Help the City Our project team has extensive experience assisting local governments through the system selection life cycle. The City can depend on our experience leading every step of the system selection life cycle, adapting assessment and vendor activities to your needs. We take a holistic approach–our selection methodologies are informed and updated based on our implementation experience, and vice versa. We have applied similar selection assistance during engagements with the Cities of Beaverton, OR; Irving, TX; Frisco, TX; and McKinney, TX Our team’s focus on local government allows us to give actionable recommendations rooted in your needs. The City will benefit from BerryDunn's deep understanding of operations within local government public works departments, and the systems and business processes, including asset management and work order functions, required to provide services to internal departments and constituents. We have gained this understanding through our work with more than 300 government clients across the country, as well as through our team members’ prior work in various roles across state and local government. Thank you again for the chance to present our approach, experience, and desire to work with the City of Denton. Should you have any questions, or if you would like to discuss this proposal, please do not hesitate to contact our team directly. Sincerely, b/Z= Kevin Price, MPP, PMP®, Prosci® CCP 1 Principal 2211 Congress Street 1 Portland, ME 04102 207-541-2379 1 kprice@berrydunn.com Maine • New Hampshire • Massachusetts • Connecticut • WestVirginia • Arizona berrydunn.com DocuSign Envelope ID: 5CF56296-8166'+038-A171-B4B5042EAC30 Table of Contents 1. About BerryDunn ..._......__..__..__.____.___.___._...._..___...._________________.____..._.__..._... 1 Our Work in Texas ....................................................................................................................................2 Commitment to Best Practices..............................................................................................................2 2. Applicable Experience............................................................................................................................ 3 Requirements Development and System Selection..................................................................................3 3. Project Team............................................................................................................................................7 Roles and Responsibilities ........................................................................................................................8 4. Proposed Approach.............................................................................................................................. 10 5. Applied Methodologies......................................................................................................................... 18 Project Management ............................................................................................................................... 18 Tools and Technology............................................................................................................................. 18 Change Management.............................................................................................................................. 19 6. Client References...................................................................................................................„..............20 7. Proposed Fees _______..._____...__.......__.____..__..._.._......_..____.....__................_.._..__.._..__22 Appendix: Team Member Resumes .____.._..____._....._._.._..._..__.._._....................._____....._.._._23 D BerryDunn Table of Contents I i DocuSign Envelope ID: 5CF56296-8166-4038-A171-B4B5042EAC30 1. About BerryDunn BerryDunn is a certified public accounting and consulting firm with a Government Consulting Group dedicated to serving state, local, and quasi-governmental agencies. We are a Limited Liability Company (LLC) formed in 1974. We have experienced sustained growth throughout our 47-year history. BerryDunn employs more than 600 staff members and has been providing state and local agencies across the country IT and management initiatives for 35 years. Our team members bring valuable perspective from their experiences providing project and systems planning, project management, business process improvement services, organizational assessments, staffing analyses, and efficiency consulting services for a range of projects. BerryDunn’s Consulting Services Group maintains a national presence through engagements with more than 300 state and local agencies throughout the country. This group is structured to provide comprehensive support to all levels of the public sector, as illustrated in Figure 1. Our firm's culture is centered on a deep understanding of our clients’ commitment to serving the public. We care about what we do, and we care about the people impacted by our work. Figure 1 : Consulting Services Team Focus Higher EducationMedicaid StateHealthLocalGovernment fa a ni ;ip:rIC nt 3 r d GovernmentAnalyticsGovernmentAssurance IT Consulting Within our Local Government Practice Group, BerryDunn’s Community Development and Utility Operations (CDUO) Practice focuses on municipal and county processes and systems related to asset management, permitting, inspections, planning, code enforcement, land management, and work order functions. In addition to requirements development and system selections, our CDUO Practice leads business process review and improvement, fee and cost of service studies, and system implementation projects Of the consultants in the Local Government Practice Group, 75% are prior public-sector employees, and the consultants proposed on this project are representative of that background, enabling our team to give the City applicable recommendations. When conducting systems consulting engagements, we preserve our independence to help ensure that we work only in the best interest of our clients. This begins with our refusal to have any preferred vendors. If selected for this project, BerryDunn will work only in the City’s best interests, focusing on providing recommendations based on your technical and functional requirements and our understanding of the current system marketplace. D BerryDunn About BerryDunn 1 1 DocuSign Envelope ID: 5CF56296-8166-+038-A171-B4B5042EAC30 Our Work in Texas BerryDunn has a demonstrated commitment to serving public sector clients in the State of Texas (State). BerryDunn is an established vendor on the Interlocal Purchasing System (TIPS) Technology Solutions, Products, and Services contract (#200105), and our consultants have experience successfully completing projects of similar scope and size for clients in the Dallas–Fort Worth Metroplex. We understand the technology market trends, challenges, and advancements in this fast-growing region. We have developed a strong understanding of the public sector landscape in the State through recent IT consulting engagements with the following clients: F i Fi I > i ii i City of AIIen City of Arlington City of Benbrook City of Burleson City of Cedar Hill City of College Station City of Dallas City of DeSoto City of Duncanville City of Farmers Branch i b I I b F I I I > City of Fort Worth City of FriscoCity of Garland City of Grand Prairie City of Irving City of Mansfield City of McKinney City of Mesquite City of Midland City of Pearland i Ii I i F I City of PIano City of Sugar LandCity of Weatherford Galveston County Keller IndependentSchool District Round Rock Independent School District Texas A&M University Commitment to Best Practices L Our team members participate in several industry groups and associations to stay abreast of trends, new ideas, and best practices. Those groups include: TAGITIVI TEXAS ASSOCIATiON OF GCVtQhUEHTAL iNFOnH XT ON TEahOtQGY HAMan ajiAlliancefor Innovation I<=MA i!,H392:„'" DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 2. Applicable Experience Requirements Development and System Selection In Table 1, we have included a summary of public sector system consulting projects that demonstrate the breadth of our experience assisting municipal and county governments through similar system selection engagements. We have worked with departments to understand current development processes, evaluate business and technical needs, develop system requirements, and provide procurement assistance, including RFP development, vendor evaluation and selection, and contract negotiation services. We have also identified the legacy systems used by these clients in order to offer additional context regarding our experience. Our proposed project team has vast first-hand experience in working with our municipal clients to develop RFPs that position evaluation committees to have the necessary information in front of them to fully evaluate solutions based on the stated criteria. As a core service offering of our Local Government Practice Group, our specialty is working collaboratively with our clients to craft an RFP that is clearly understood by our clients and vendors alike, and allows for a fair evaluation process in comparing each vendor against the stated criteria and not one and the other. Table 1: Relevant Public Sector System Selection Experience Legacy System(s) Our team conducted a needs assessment and replacement consulting for the City’s land management, plan review, permitting, and enforcement system. Other project tasks included as-is business process mapping, system replacement consulting services, including the definition of functional and technical requirements, RFP development, and system selection assistance. Land Records, Planning, Licensing,and Code Enforcement (Accela Tidemark) City of Alexandria, Virginia BerryDunn worked with the City to provide land management system needs assessment and system selection consulting,which included a current environment assessment and recommendations report, requirements and RFP development, system selection assistance, and contract negotiationassistance. City ofBeaverton, Oregon Planning, Land Records, and Site Development (Customized System) The City partnered with BerryDunn for a land records management system study, which included analysis and documentation of code enforcement and permitting processes. Our team developed an RFP and provided procurement assistance after evaluating technical and administrative workflows and developing recommendations for a new permitting system. City ofBismarck, North Dakota Land Records, Planning, and Code Enforcement(Non- Integrated Systems) City of Bloomington,Minnesota BerryDunn provided land management system needs assessment and system selection consulting, including RFP development, system selection assistance, and contract negotiation assistance. Planning, LandRecords, and Code Enforcement (Non- Integrated Systems) DocuSign Envelope ID: 5CF56296-8166-+038-A171-B4B5042EAC30 Legacy System(s) Our team is currently working with the City to implement a system for land management, planning, permitting, inspections, business licensing, and code enforcement functions, which followed selection activities (requirements definition, RFP development, and procurement assistance). Planning, Land Records, Code Enforcement, andBusiness License (SunGard HTE) , and Avolve ProjectDox City of Boca Raton, Florida The City of Broken Arrow engaged BerryDunn to assist in its selecting replacement systems for Enterprise Resource Planning, Utility Billing, Planning and Permitting, and Public Safety functions. We helped the City in developing functional and technical requirements, as well as the development of its RFP. Following receipt of proposals, BerryDunn assisted the City in system selection, including the development of proposal summary memos, short-list identification, and demonstration facilitation, followed by contract negotiation assistance. BerryDunn was also chosen by the City to assist with the implementation of selected Planning and Permitting, Asset Management, Utility Billing, ERP, and CAD/RMS systems. City of Broken Arrow,Oklahoma Planning, LandRecords, and Code Enforcement (SunGard HTE) City of DeSoto,Texas BerryDunn conducted an assessment of current software needs and assisted the City with the development of a RFP and selection of a replacement software vendor. ERP (STm, Planning, Land Records, andCode Enforcement (/UYorQ) Land Records and Code Enforcement(A#yGovJ, and Planning (SharePoint and Excel) City ofFarmers Branch, Texas BerryDunn helped the City define requirements and release an RFP to select an enterprise system replacement, to include planning, permitting, and code enforcement as functional areas. Our team also helped the City implement its chosen solution. Our team provided electronic plan review (EPR) system consulting, including as-is process diagramming, options analysis, and system selection assistance. BerryDunn is currently providing project management oversight as the City implements Avolve ProjectDox. Planning and LandRecords (CentralSquare TRAKiT and Hyland OnBase) City of Frisco,Texas BerryDunn is currently assisting the City with a permit software needs assessment and procurement project. This project involves conducting a current environment assessment, reviewing previously developed requirements and RFP documents, development of an updated RFP package, and providing system selection assistance. Planning, LandRecords, Code Enforcement, and Business License (Tyler Eden) City of Irvine,California DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Legacy System(s) BerryDunn conducted a gap assessment, process diagramming, and RFP development project as the City migrated from various legacy systems. We are currently providing implementation project management during the implementation of the City’s selected replacement systems. The City is currently implementing Cityworks for asset management and work order functions. City of McKinney,Texas ERP, Utility Billing, and Enterprise Asset Management (H. T.E. and Numix) City of Mesquite,Texas BerryDunn led a land management and community development system needs assessment and system selection project, which included RFP development, system selection assistance, and contract negotiation assistance. Planning, Land Records, and Code Enforcement (Non- Integrated Systems). Our team conducted an assessment of core business information software and workflow processes to determine gaps and efficiencies that might be obtained with different software or better utilization of existing software. This project involved an evaluation of the City’s business processes, technology systems and needs, development of a Request for Information, and development of an Action Plan Report. City of Midvale, Utah Land Records and Inspections (iWorQ) City of Puyallup, Washington Contract negotiation assistance between the City and CityView, project oversight during the CityView implementation Planning, LandRecords, and Code Enforcement (Harris CityView) City ofRichland, Washington BerryDunn conducted a gap assessment, process diagramming, and RFP development project as the City migrated from various legacy systems. We are currently providing implementation project oversight during the implementation of the City’s selected replacement systems. Planning and Land Records (Blue Prince) .and Code Enforcement (iWorQ) The City contracted BerryDunn to conduct a needs assessment as part of its land management system selection consulting initiative. BerryDunn also completed an assessment of the City’s legacy asset management and work order system, Cartegraph. This project included an assessment of the City’s current use of Cartegraph and development of an action plan for improvement. Planning, LandRecords, Code Enforcement, and Business License (Cartegraph) City of South Jordan, Utah To help the City select and implement a new community development system, BerryDunn conducted a needs assessment, developed an action plan, defined requirements, developed the RFP, assisted with system selection activities, and provided contract negotiation assistance. After the City selected a preferred vendor, it contracted with BerryDunn to provide project management services during the permitting implementation. Planning, LandRecords, Code Enforcement, and Business License (Accela Permits Plus) City of Tucson,Arizona DocuSign Envelope ID: 5CF56296-8166-+038-A171-B4B5042EAC30 Legacy System(s) To assist the City in selecting and implementing an enterprise system, including financials, human resources, payroll, asset management, work orders, planning, permitting, code enforcement, and inspections as functional areas, BerryDunn conducted a current environment needs assessment, defined requirements, developed an RFP, facilitated selection activities, and guided contract negotiation. Our team is currently assisting with the implementation of the City’s chosen system, Tyler Technologies EnerGov and Munis Asset Management,Work Orders, Permitting, and CodeEnforcement (SunGard the, Intelligov, Smartware, Cartegraph) City of Wilmington, North Carolina Planning, LandRecords, Code Enforcement, and Licensing (Non- Integrated Customized Systems) Outagamie County,Wisconsin Our team provided system needs assessment and replacement consulting services to help the County select a new permitting, inspections, and licensing system. The County requested the completion of a needs assessment, definition of functional and technical requirements, RFP development, and system selection assistance as part of replacing its permitting system. The County replaced their legacy system with support from BerryDunn. Pitkin County,Colorado Planning and Land Records (Tyler Technologies Eden and BlueBeam) DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 3. Project Team Based on our experience conducting similar projects, the in-depth knowledge and specialized expertise of our consultants, and their regionally relevant experience, we would like to propose the project team members below. For your convenience, we’ve included full resumes at the end of our proposal. Figure 2: Project Team Organization Kevin Price MPP. PMP, Prosci CCP Project Manager DENTON Alex Kee MPPM, AICP. Prosci CCP Business Analyst ah Technical SubjectMatter Expert Don Poalnd PMP, Prosci CCP Nick Bat8yMBA. ITILv4 Procurement Lead Joy Payne Ryan DoilMBA, Prosci CCP. CPPB Business Analyst Corey ClaflincoBrr 2019. CAPM Our proposed team offers deep experience in managing organization-wide technology projects, as well as backgrounds in local government information technology. The individuals who will be actively involved in the execution of this project include: J Experienced project leaders who are accustomed to assisting large, medium-sized, and small local government agencies through transformational system initiatives. J Procurement lead who has led the RFP development process and subsequent contract negotiations for over 60 local government software procurements. DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Roles and Responsibilities Kevin Price, MPP, PMP®, Prosci® CCP Principal in Charge Kevin is a principal in BerryDunn's Local Government Practice Group. He leads our CDUO Practice, assisting local government clients with business process improvement, fee analysis, system selection, and implementation projects. Kevin will provide oversight of our project team and help ensure our consultants provide the City with the right tools, information, and recommendations necessary to thoroughly assess the City’s current software and develop tailored requirements. A certified Project Management Professional® (PMP®), he has extensive experience in assessing the business needs and processes of municipal clients for permitting, inspections, planning, code enforcement, and land management functions. Kevin is also a Lean Six Sigma Green Belt, allowing him to continuously define, measure, analyze, improve, and control projects and environments for his clients. Alex Kee, MPPM, AICP, Prosci® CCP Project Manager Alex is a manager in BerryDunn’s Local Government Practice Group with more than six years of experience working with local government agencies and extensive experience assisting public sector entities with planning and community development. Prior to joining BerryDunn, he most recently served as city planner for the City of Westbrook, Maine. In this role, Alex was responsible for assisting developers, contractors, and the public in understanding planning-related items and processes. Alex is currently working with the City of Irvine, CA, the City of PIano, TX, and DorIa Ana County, NM on similar system assessment and selection initiatives. Don Poland, PMP®, Prosci® CCP Business Analyst Don is a senior consultant in BerryDunn’s Local Government Consulting Group. He is a practiced Project Management Professional® (PMP®) with a customer focus. Don brings strong listening skills and critical decision-making experience to meet client needs and implement necessary changes. He focuses on the client's needs to transform complex business requirements into creative and usable solutions. Don has served a similar on role on engagements with the City of Boca Raton, FL. He has also worked with the Center for Disease Control, Florida Department of Environmental Protection, and Georgia Department of Transportation. Don will provide strong perspective to our analysis and recommendations. He is currently supporting the City of McKinney, TX as it implements Cityworks. Joy Payne Business Analyst Joy is an IT expert with progressive leadership experience in assisting clients with largescale software changes. She has often served as the chief facilitator and central DocuSign Envelope ID: 5CF56296-8166-4038-A171-B4B5042EAC30 communicator, bridging the communication gaps between business area representatives and IT. She specializes in assisting BerryDunn's clients through the implementation life cycle, including the Cities of Farmers Branch, TX, Grand Prairie, TX, and Boca Raton, FL. Corey Claflin, COBIT 2019, CAPMBusiness Analyst Corey is a consultant in BerryDunn’s Local Government Consulting Group. He assists local government clients with IT project support, building off his experience gained through providing project management services, business process improvement insight for internal systems, and software analysis for efficiencies and increased utilization. Corey has served a similar role on engagements with the City of Detroit, MI; Sonoma Resource Conservation District, CA; and Galveston County, TX. Nick Batey, MBA, ITIL v4 Technical Subject Matter Expert Nick is a senior consultant in BerryDunn’s Local Government Practice Group. He has over 20 years of experience managing a wide range responsibilities within the IT industry. He served Chatham County, Georgia, for 25 years, most recently as Director of IT. He has supported over 60 agencies and 3,000 people in emergency response, life safety, administration, and judicial, among other functions. Nick prides himself in his ability to build productive and positive work cultures fueled by strong leadership and has an eye for developing elegant solutions to complex issues. Ryan Doil, MBA, Prosci® CCP, CPPBProcurement Lead Ryan is a senior manager in our Local Government Practice Group who focuses on procurement and vendor support activities. He brings more than five years of experience in a federal procurement role. Ryan is skilled in managing the challengesand constraints for complex, enterprise-wide projects and leads assessments through a collaborative and structured process, leveraging best practices learned through his Certified Professional Public Buyer (CPPB) designation. Additionally, Ryan internally manages and administers learning and development for our Local Government Practice Group, helping to ensure broad knowledge share of industry best practices. Since joining BerryDunn, Ryan has been engaged in many projects similar in scope and size to the services requested by the County, including the Cities of Irving, TX; McKinney, TX: Wilmington, NC;Frisco, TX; and Irvine, CAI. DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 4. Proposed Approach To assist the City with its initiative, we have proposed a five-phased approach with initial project planning, illustrated in Figure 3 below. Throughout each phase, our team will apply quality assurance processes that incorporate City review and approval of all deliverables and key milestones. Additionally, built-in project management and change management best practices will help to keep the project on time and on budget, and progressing at a healthy pace for City stakeholders to understand why and how a new system will improve staff processes. Figure 3: BerryDunn’s Approach to EAM System Selection Phases 4 and 5 occur if the City opts to create acompetitive RFP, RFP Developmentand SystemSelection Contract NegotiationAssistance ProjectManagement Fact-Finding RequirementsDevelopment Vendor Inquiry andDue Diligence Contract NegotiationAssistance If the City selects avendor in Phase 3. we wHI jump to contractnegotiation assistance. We have proposed an approach that would allow the City to perform due diligent activities for existing system vendors, while retaining the option to move to a competitive procurement process at multiple points during Phase 3. Project Managemente 1. Conduct initial project planning. BerryDunn’s project team will conduct an initial project planning teleconference with the City’s Project Management Team to clarify goals and objectives, identify known project constraints, and refine dates and/or tasks as appropriate. During this time, we will help the City define the appropriate scope of the project, differentiating between what is necessary for project success as opposed to what is desired but nonessential. As part of this meeting, we will discuss our approach for managing communications between BerryDunn and the City, as well as our approach to scope, risks, and resource management. DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 2. Develop Project Work Plan and Schedule. Based on our initial project planning discussions, we will draft a detailed Project Work Plan and Schedule for distribution to key project team members detailing the scope of work, plan of strategy and approach, and project schedule with all major components. This deliverable will offer a more specific work plan that is reflective of any changes to the work plan as described here that are desired by the City. We will then meet with the City via web conference to gain the Project Management Team’s approval of the Project Work Plan and Schedule, collecting any feedback for incorporation in the final version. At this time, we will also facilitate a discussion to identify any known project risks. Deliverable 1. Project Work Plan and Schedule Phase 1 : Fact-Finding 1.1 Develop and Administer End-User Web Survey. We will develop and distribute a web survey to City staff to understand issues and challenges with current systems. We envision that this survey will beissued to the core department users and will be used to help determine the City’s current and future asset management system needs. Prior to issuing the web survey, we will review the questions with the City’s Project Manager. We will then provide the survey to the core department users for completion. The results of the survey will be used as one of many data points in developing our evaluation of the current system We have initially planned on developing one survey; however, we would be happy to discuss alternate approaches, such as issuing separate surveys to different internal stakeholder groups. 1.2 Request and Review Existing Documentation. Prior to conducting our fact-finding work, we will provide the City with an Information Request Sheet to request available documentation that will be helpful to us during the project (e.g., organizational charts, documentation of existing systems, and requirements). We respectfully request that the City provide the requested information prior to the project kickoff meeting and interviews, as reviewing available information in advance of fact-finding will enable us to be more efficient, become more knowledgeable of the current environment, and make best use of City personnel’s time. 1.3 Facilitate Project Kickoff Meeting. We will conduct a project kickoff meeting with City leadership and all project stakeholders. This meeting will serve as an opportunity to introduce project team members, discuss the City’s goals for this project, present our project approach and methodology, review the schedule of key project dates, and answer questions. 1.4 Conduct Fact-finding Meetings. Following the project kickoff meeting, we will conduct fact-finding meetings with City staff from the departments identified as future users of the asset management system, including stakeholders from each department. We will explore their experience in daily interaction with the system, along with any additional areas we identify prior to or during the kickoff meeting. The purpose of these meetings is to review, evaluate, and document the City’s existing system functionality and understand processes that are critical or unique to the City, as well as gather information to develop an action plan, system requirements, and an RFP for the City. We have planned to conduct these meetingsover a two day period. In addition, we will meet with representatives from the City’s IT staff who support the existing applications to review available system documentation, existing data elements, and data reporting needs. This will DocuSign Envelope ID: 5CF56296-8166-4038-A171-B4B5042EAC30 help us understand the City’s current IT staffing and support structure, and the existing system functionality and potential areas of focus for a new asset management system. In addition to meeting with IT staff, we will also meet with City payroll and finance staff to understand requirements related to labor rates and inventory management that may have an interface requirement for the future EAM system. 1.5 Develop draft Needs Assessment Memo. Drawing on the information gathered through our review of documentation, web survey results, and fact-finding sessions, we will prepare a Needs Assessment Memo. The primary objective of the memo is to confirm key findings thus far, and confirm the focus for the remaining tasks and activities in this phase. This memo will contain key themes resulting from the fact- finding meetings including, but not limited to: > Leadership goals and objectives I Primary challenges and areas for improvement r Recommended key decision points ! Additional considerations for the City We will provide a draft Needs Assessment Memo to the City for review and facilitate a work session via web conference to explain our findings and gain feedback. We believe obtaining the City's validation and approval of these findings is crucial, as this information will serve as the basis for future requirements. We will then revise the Needs Assessment Memo and update to final. Deliverable 2. Needs Assessment Memo OH Phase 2: Requirements Development 2.1 Develop Preliminary Functional and Technical Requirements. BerryDunn has developed a database of general technical and functional requirements of asset management software systems based on our experience with other government agencies, as well as our knowledge of system functionality and best practices. Drawing from this database, we will make refinements based on our understanding of the City's current business and technical environment, with consideration given to those processes that are critical or unique to the City. We have found that preparing preliminary functional and technical requirements after our initial fact- finding meetings with the City enables us to define approximately 75% of requirements up front for most clients. We will provide this preliminary list to the City as a starting point for facilitated joint requirement planning (JRP) work sessions. Deliverable 3. Preliminary Functional and Technical Requirements 2.2 Conduct JRP Work Sessions. Using the preliminary list of requirements as a starting point, we will schedule JRP work sessions with groups of City staff members for each of the core business areas requiring a list of functional requirements. The purpose of these meetings will be to review the preliminary list of requirements and facilitate additions, changes, and deletions. We have planned to conduct these meetings over a one and one half day period remotely via web conference. During these facilitated work sessions, BerryDunn will work collaboratively with participants and challenge staff to consider “desired” or “required” needs in the future environment. We will also ask stakeholders to identify whether or not the requirements exist in today’s environment. DocuSign Envelope ID: 5CF56296-8166-4038-A171-B4B5042EAC30 Following the JRP sessions, we will update the Preliminary Technical and Functional Requirements document to incorporate information gained from City personnel. Prior to finalizing the document, we will provide a draft of the requirements list to the City for review. We will collect a single summary of changes from the City and modify the draft report to include all desired document modifications. Deliverable 4. Final Functional and Technical Requirements @ Phase 3: Vendor Inquiry and Due Diligence 3.1 Develop Vendor Inquiry Memo. BerryDunn will meet with City leadership and a representative from the City’s procurement staff to identify required items inclusion in a vendor inquiry memo. This memo will contain instruction on how to respond to the City’s requirements and will also request cost information and information on how the vendor would approach expanding the system use to meet the asset management and work order needs of all City stakeholder departments. This memo will be issued to vendors currently providing asset management and work order functions. 3.2 Analyze vendor responses. BerryDunn will review the vendor responses and develop an executive summary memo. The executive summary memo will identify key areas for consideration by the City’s Project Team. The memo will also contain a quantitative analysis of each vendor’s responses to the functional and technical requirements, also known as a Level-of-Fit Analysis. 3.3 Facilitate a work session with the City Project Team. BerryDunn will facilitate a meeting with the City’s Project Team to review the vendor responses, elicit discussion of each proposal received, assist in determining the viability of each vendor in meeting the City’s enterprise asset management and work order needs. During this meeting the City will determine whether it wishes to proceed with further due diligence activities with one or more of the responding vendors or if an RFP process should be followed. Deliverable 5. Vendor Inquiry Memo and Executive Summary Memo Project Check Point: Continue with Due Diligence? This next activities would apply if the City continues a focus on vetting the existing vendor options, and continuing to contract negotiation support. Phases 4 and 5 as described in the rest of our work plan would not apply, unless following the demonstrations the City determines that an existing vendor will not meet the City’s needs. 3.4 Conduct due diligence demonstrations. BerryDunn will develop high level demonstration scripts for the vendor or vendors identified as being a viable option for the City. We will then facilitate up to 12 hours of software demonstrations. The main purpose of these demonstrations will be validate the requirement responses that were provided in response to the vendor inquiry memo. These demonstrations will also provide an opportunity for City stakeholders that do not currently utilize the system to have the opportunity to review the system as an option to meet their needs. 3.5 Demonstration debrief and path confirmation. Following the demonstrations, BerryDunn will conduct a work session with the City Project Team to confirm direction. If one of the existing vendors are able to meet the City’s needs, the City will continue into a contract negotiation process with that vendor. If after the demonstrations the City determines that an existing vendor will not meet the City’s needs, the City will proceed with developing an RFP. DocuSign Envelope ID: 5CF56296-8166J1038-A171-B4B5042EAC30 3.6 Develop a memo summarizing the City’s direction. BerryDunn will develop a memo that summarizes the work performed to-date, as well as the City’s direction to either move ahead with one vendor or to issue an RFP. This memo will be provided to the City Project Team and reviewed during aweb conference work session. Deliverable 6. Due Diligence Vendor Demonstration and Direction Memo Project Check Point: Continue with Due Diligence? This option will continue a focus on vetting an existing City vendor, continuing to contract negotiation support. Phases 4 and 5 as described in the rest of our work plan would not apply. 3.7 Assist City with Contract Negotiations. BerryDunn will assist the City in the contract negotiations process with the vendor that the City selects. We have been involved in contract negotiations from the client, vendor, and independent consultant perspective, and are knowledgeable about how the contract impacts the implementation process. In conducting contract negotiations between the City and the preferred vendor, we will draw on these experiences to help ensure the City’s best interests are being met. As part of that process, we believe it is critical to develop a positive relationship between the City and the vendor, as this sets the foundation for a collaborative implementation process. We understand the roles of all parties involved in negotiations and will utilize our experience as facilitators to establish clear communication, trust, and goodwill between all involved. Prior to beginning negotiations, we will discuss the negotiation strategy with the City and identify key roles for decision-making. We will then draw on the information gathered during our review of the vendors’ proposals, identify any concerns, and provide the vendors with an opportunity to respond with requested modifications. Following initial conversations with the two vendors, we will confirm the preferred vendor with the City. While we recommend keeping negotiations and alternatives open with both parties, we expect to proceed with in-depth negotiations with only the preferred vendor at this stage. We will work with the City’s Project Management Team and legal counsel, as well as the preferred vendor to develop a draft contract, using the City’s contracting procedures and the vendor’s proposal as starting points. We will review the contract documents in consultation with the City to help ensure that requirements are clearly defined and to establish that the City agrees to the schedule, implementation process, fee arrangement, scope of services, vendor resources, deliverables, costs, acceptance criteria, and terms and conditions. In addition, we will be “at the table” in negotiations with the preferred vendor. Should it become clear at any point during negotiations that the preferred vendor’s solution or contract terms will not meet the needs of the City, we may recommend halting negotiations with that vendor and commencing negotiations with the alternate vendor. A positive working relationship between the City and the vendor is Integral to the process of finalizing contract negotiations. While contract negotiations can be stressful, we will work with all parties to establish a constructive sense of partnership moving into the implementation phase. Deliverable 7. Contract Negotiation Assistance DocuSign Envelope ID: 5CF56296-81664038.A171-B4B5042EAC30 Phase 4: RFP Development and System Selection This phase assumes a competitive selection process, and will take the City to the RFP development phase. The project would then proceed to Phases 5 as described.@ 4.1 Develop RFP Document. BerryDunn will meet with City leadership and a representative from the City’s procurement staff to identify required standards for inclusion in an RFP (e.g., standard terms and conditions, required format, and other additional language) and establish a timeline for the RFPdevelopment and procurement processes. We will then develop the RFP using a proven format that incorporates historical project information, a high-level description of the City’s current environment, the City’s desired approach to implementing a new asset management system, the City’s functional and technical requirements, and a structured list of points for vendors to address in their response to the RFP. Our team will also work with the City to develop objective evaluation criteria to include in the RFP. We will then prepare a scoring matrix to track significant strengths and limitations of each proposal reviewed interms of the established evaluation criteria. 4.2 Facilitate Work Session to Review Draft RFP. BerryDunn will coordinate a meeting with the City’s Procurement Team to review the draft RFP, collecting any feedback or additional terms for inclusion, before finalizing the RFP, and providing it to the City for distribution through its standard channels. In addition, BerryDunn can provide a distribution list that includes most of the major vendors in the market, to encourage a broad response from the vendor community and a suitable number of proposals forevaluation. Deliverable 8. RFP Document 4.3 Assist with RFP administration. BerryDunn will assist the City Procurement Team with issuance of the RFP, responding to vendor questions, and developing addenda. We will also participate in the pre- proposal conference. 4.4 Analyze vendor proposals. BerryDunn will facilitate the proposal review process by analyzing vendor proposals and developing an executive-level summary. The executive summary memo will identify key areas for consideration by the City’s Evaluation Team, which are intended to be tools members of this team can use to focus their review of vendor proposals. The memo will also contain a quantitative analysis of each vendor’s responses to the functional and technical requirements, also known as a Level- of-Fit Analysis. Our project work plan assumes that we will be reviewing up to six vendor proposals. Deliverable 9. Proposal Summary Memo 4.5 Facilitate first-round vendor scoring. BerryDunn will facilitate a meeting with the City’s Evaluation Team to review the proposal summaries, elicit discussion of each proposal received, assist in the scoring process, and collect scores to identify the top three preferred vendors to invite for demonstrations. 4.6 Develop demonstration scripts. The latter portion of the meeting facilitated for first-round vendor scoring will be dedicated to discussing the format and scripts for vendor demonstrations. We will develop a draft demonstration script template and provide it to the City for review. After finalizing a City-approved version, we will provide the appropriate scripts to each vendor in advance of their demonstrations. We will also develop a scoring methodology and evaluation criteria that will assist the City in scoring eachdemonstration DocuSign Envelope ID: 5CF56296-8166Jt038-A171-B4B5042EAC30 BerryDunn offers the City a unique set of qualifications in preparing the demonstration scripts; our team members have experience in both facilitating demonstrations on behalf of clients and conducting demonstrations through previous employments with vendors. We are well qualified to assist the City in developing a demonstration script that incorporates proven techniques to elicit useful information during the demonstration process, helping the City to better understand the proposed solutions. 4.7 Conduct teleconferences with finalist vendors to discuss demonstration scripts. Having provided the demonstration scripts to each vendor for review, we will conduct a one-hour teleconference call with each to address any questions or concerns they might have. This will help to ensure a mutual understanding of expectations prior to the actual demonstrations and that the demonstrations effectively address key items the City requires, in order to accurately identify the finalist vendors’ strengths andweaknesses. 4.8 Facilitate vendor demonstrations. We will coordinate and facilitate one-and-a-haE-day vendor demonstrations for up to three vendors at the City's offices. Our project team's extensive background in the demonstration process provides the City with a unique perspective on how to score, prepare, evaluate, and participate in vendor demonstrations. Following each demonstration, we will meet with the City's evaluation team to assess the vendor’s product relative to the established evaluation criteria. 4.9 Facilitate second-round vendor scoring. BerryDunn will facilitate the second round of vendor scoring immediately following demonstrations to identify the vendor(s) for which the City should performits reference checks. 4.10 Prepare City Staff for Reference Checks and Site Visits. BerryDunn will develop a memo for City staff that describes how to prepare for reference checks. As part of the memo, we will identify City tasks that should be accomplished prior to meeting with each site. The memo will include a list of materials that should be reviewed and instructions for preparing for each meeting. We will meet with the City's project team to discuss the memo and suggested approach for the reference checks, as well as to answer questions regarding the approach. We recommend the City visit similar organization(s) in which the finalist vendor(s) have implemented the proposed system. This will provide an opportunity to ask questions, understand how the software is being used, and assess operational issues related to use of the software or implementation. BerryDunn will develop a recommendations memo for the City on how to prepare for site visits. As part of the memo, we will identify City tasks that should be accomplished prior to visiting each site. The memo will include a list of materials that should be reviewed and step-by-step instructions for preparing for each meeting. We will assist the City in arranging the site visits, help develop an agenda for the visits, and meet with the City’s project team via teleconference to discuss the agenda and answer questions regarding the site visits. 4.11 Facilitate Final Round of Scoring. Immediately following the final vendor site visit, we will facilitate the final round of scoring. We believe it is beneficial to identify two candidates at this stage, as doing so provides more leverage in the negotiation process and may lead to a more favorable contract for the City. In addition, should it be necessary to end negotiations with the preferred vendor, it is beneficial to maintain an open relationship with a back-up vendor. Deliverable 10. Identification of Preferred Vendor DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Phase 5: Contract Negotiation Assistance This phase assumes a competitive selection process was followed in Phase 4. 5.1 Assist City with Contract Negotiations. BerryDunn will assist the City in the contract negotiations process with the vendor that the City selects. We have been involved in contract negotiations from the client, vendor, and independent consultant perspective, and are knowledgeable about how the contract impacts the implementation process. In conducting contract negotiations between the City and the preferred vendor, we will draw on these experiences to help ensure the City's best interests are being met. As part of that process, we believe it is critical to develop a positive relationship between the City and the vendor, as this sets the foundation for a collaborative implementation process. We understand the roles of all parties involved in negotiations and will utilize our experience as facilitators to establish clear communication, trust, and goodwill between all involved. Prior to beginning negotiations, we will discuss the negotiation strategy with the City and identify key roles for decision-making. We will then draw on the information gathered during our review of the vendors’ proposals, identify any concerns, and provide the vendors with an opportunity to respond with requested modifications. Following initial conversations with the two vendors, we will confirm the preferred vendor with the City. While we recommend keeping negotiations and alternatives open with both parties, we expect to proceed with in-depth negotiations with only the preferred vendor at this stage. We will work with the City's Project Management Team and legal counsel, as well as the preferred vendor to develop a draft contract, using the City’s contracting procedures and the vendor’s proposal as starting points. We will review the contract documents in consultation with the City to help ensure that requirements are clearly defined and to establish that the City agrees to the schedule, implementation process, fee arrangement, scope of services, vendor resources, deliverables, costs, acceptance criteria, and terms and conditions. In addition, we will be “at the table" in negotiations with the preferred vendor. Should it become clear at any point during negotiations that the preferred vendor’s solution or contract terms will not meet the needs of the City, we may recommend halting negotiations with that vendor and commencing negotiations with the alternate vendor. A positive working relationship between the City and the vendor is Integral to the process of finalizing contract negotiations. While contract negotiations can be stressful, we will work with all parties to establish a constructive sense of partnership moving into the implementation phase. Deliverable 11. Contract Negotiation Assistance DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 5. Applied Methodologies Project Management To help ensure that project objectives are met, and initiation and completion of project work are conducted in a timely manner, each BerryDunn project is led by an experienced project manager who understands and utilizes project management best practices. Our Government Consulting Group employs project management best practices from the Project Management Institute's (PMl®'s) Guide to the Project Management Body of Knowledge (PMBO@ Guide), Version 7 . Our proposed team is committed to bringing project management expertise to the City’s project. Our proposed Principal is a certified PMP®, which will enable him to apply PMl® standards and best practices to the selection of an asset management solution. The City can be assured that this project will be conducted efficiently and effectively. Figure 4 illustrates the phases of the project management life cycle, which provides a framework for managing any type of project. Figure 4: Project Management Life Cycle ProjectInitiation Planning ProjectCloseControlExecution Tools and Technology For the daily management and undertaking of project tasks, we strive to avoid unnecessary delays, enhance productivity, promote collaboration, and minimize barriers to participation. To that end, we utilize technology that is familiar or intuItive to most users in addition to our project resources assembled from years of public sector consulting, as detailed below. Figure 5: Tools and Technology Work Kit Mrtual Meeting ToolsMicrosoft Sharepoint Microsoft Office Suite Project ArtifactTemplatesWe provide toWe wiN use technology through Microsofta customized MicrosoFt Teams and Zoom for onlineSharePoint tool meetings and screento maintain project calendars sharing. In addition, we haveand a secure repository of the capability for documentproject documents.sharing and garage. Most of our deliverables are initially develoFnd usingthese common software applications, includingMicrosoft Excel for clear fee calculations in the costmodel We have developed adaptable templates after conducting similar projectsand wHI use these templatesfor project communicationsand other artifacts. DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Change Management Stakeholders’ willingness to adopt new processes and tools plays a significant role in the success–or failure of strategic projects and initiatives. BerryDunn has observed resistance to change in virtually all of our technology planning projects, and we will work with you to proactively address resistance by: J Engaging stakeholders at the right level throughout the project–from initial planning through delivery of final recommendations–to build understanding for the need for change and gain support from the people who will be considering the future solutions J Developing and executing a plan that considers the information needs of each stakeholder group J Documenting technology challenges, and working with stakeholders to understand how their work might be performed more efficiently and effectively with the execution of a strategic project orinitiative in the organizational audit We have adopted the Prosci® change management methodology and trained over 100 consultants fo become ProscP Certified Change Practitioners (CCPs), including three of our proposed team members. A central focus of the Prosci change management approach is the belief that, in order for change to work in an organization, individuals must be willing to change and understand change. According to research conducted by Prosci®, the likelihood of project success increases significantly, and in alignment with the level of change management focus applied to the project. Figure 6 shows that even small increases in focus on change management, from “poor” to "fair,” are likely to have a positive impact on system adoption and project success. Figure 6: Change Management’s Impact on Project Success Poor Change Management Fair Change Management Good Change Management Excellent Chang6 Management aBBasB•BBB8888888888Ba••BB••B8BB•BBBBBRBB•a•BB•••8•B8BB•a•BBB•BB•B•BB©•••••BaBaR••••••••••••••• 15(yo 420/o 76'/,••8888 t a••••B••••B••B••••B•B••B••B 94% a:::: B8••••••••B••••••••• B••••••••••••••••IBnl•88888 aB©B•aBaBn•BaaaBaBHBB BraTB•88888888l6 iiiiiiiiii ••BB•••8•• innnwant Ini Ii••B• B aB•••••••• •©rrrEraraFr•••••••l•nl•iii +Likelihood of Project Success DocuSign Envelope ID: 5CF56296-8166-4038-A171-B4B5042EAC30 6. Client References In this section, we have outlined two projects and contact information demonstrating our experience developing requirements and assisting clients through the system selection life cycle. City of Frisco, Texas Business Process Analysis, As-Is Process Diagramming, EPR Recommendations and System Selection Assistance, EPR Implementation Oversight The City of Frisco engaged BerryDunn to evaluate the City’s readiness for transitioning to an electronic plan review (EPR) system. BerryDunn assisted the City with documenting and assessing the City's current plan review processes. This project included a review of technology tools used to support these processes, as well as an as-is process diagramming exercise. These included processes and sub-processes for planning, engineering construction, building, environmental services, fire, parks, public works, traffic engineering, storm water, and communications. This project focused on identifying opportunities for improvement in the current environment and in a future electronic plan review (EPR) system environment. In addition to developing the as-is process diagrams, BerryDunn developed a Process Diagrams Analysis Report and an EPR Recommendations Report. Contact Chris Leonard, Senior Planner 972-292-5361 cleonard@friscotexas.gov Project Dates : 2018 – present, BerryDunn’s Process Diagrams Analysis Report included: • An analysis of current plan review processes for each department (building, parks and recreation, public works, communications, etc.) • Review of current technical environment • Primary challenges the City faced with current tools and processes BerryDunn’s EPR Recommendations Report included: • Future environment recommendations for improving current processes • Resource considerations for each phase of the City’s planned EPR implementation • Training and education opportunities customized to meet the City’s needs • Change management practices to prepare City staff to undertake the significant change of a system change After the business process analysis, as-is diagramming, and EPR recommendations, the City contracted BerryDunn to assist with the selection and implementation of Avolve Online Application Submittal (OAS) and ProjectDox. This seamless transition allowed us to continue providing the City with recommendations specific to its staff and community needs. BerryDunn is currently providing implementation project oversight during the City’s Avolve ProjectDox and OAS system implementation. Contact: DocuSign Envelope ID: 5CF56296.81664038-A171-B4B5042EAC30 City of Wilmington, North Carolina Business Software Needs Assessment and Financial System Implementation Project Management The City of Wilmington retained BerryDunn to assess the business processes and determine the functional needs and requirements of its legacy ERP software, including asset management, facilities management, work order, permitting and land management functionality. The main goal was to develop an RFP and select a vendor to implement a modernsoftware solution. Brian Scott, IT Director 910-341 -5848 brian.scott@wilmingtonnc.gov Project Dates : 2016 – present After issuing an RFP and interviewing shortlisted vendors, the City entered into a contract with Tyler Technologies in November 2017. BerryDunn signed on to provide ongoing project management during the Tyler financials, community development, and asset management system implementations. The City is currently live on Tyler Munis financials, human capital management, and asset management. The planning, permitting, and code enforcement phases (EnerGov), are currently underway. DocuSign Envelope ID: 5CF56296-8166-4038-A171-B4B5042EAC30 7. Proposed Fees In Table 2 below, we have provided our proposed costs for completing the City’s initiative, which are inclusive of any related expenses, materials required to complete the project, and include project management services. BerryDunn does not charge for time spent traveling, so these fees reflect only the time BerryDunn team members will be working on the City’s project. We will progress bill the City on a monthly basis for work completed against each deliverable. Table 2: BerryDunn EAM System Selection Fees IBnaBaBa Phase 0: Project Management 1 Project Work Plan and Schedule Phase 1: Fact-Finding $3,270 2 Needs Assessment Memo $15,360 Phase 2: Requirements Development Preliminary Functional and Technical Requirements Final Functional and Technical Requirements Phase 3: Vendor Inquiry and Due Diligence 5 Vendor Inquiry Memo and Executive Summary Memo Due Diligence Vendor Demonstration and Direction Memo 7 Contract Negotiation Assistance Phase 4: RFP Development and System Selection (Competitive RFP Path) RFP Document Proposal Summary Memo Identification of Preferred Vendor Phase 5: Contract Negotiation Assistance (Competitive RFP Path) 11 Contract Negotiation Assistance 3 $2,890 $10,2004 $9,050 $8,400 $10,130 6 8 $4,610 $8,400 $14,840 9 10 $12,600 BerryDunn estimates the number of hours to deliver these services is 462 hours, equating to $215.91 perhour DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Appendix: Team Member Resumes Kevin Price, MPP, PMP®, Prosci® CCP Project Principal Select Clients City of Alexandria, VA City of Beaverton, OR City of Boston, MA City of Coral Springs, FL City of Detroit, MI City of Dover, DE City of Fredericksburg, VA City of Frisco, TX City of Grand Prairie, TX City of Irvine, CA City of Manassas, VA City of Puyallup, WA City of Rockville, MD City of Wilmington, NC Goochland County, VA Outagamie County, WI Travis County, TX Kevin is a principal in BerryDunn’s Local Government Consulting Group. He leads our Community Development and Utility Operations Practice, assisting local government clients with fee studies, business process improvement, system selection, and system implementation projects. Relevant Experience System Selection and Implementation: Kevin has assisted BerryDunn clients with every stage of system replacement and implementation projects, from needs assessment to requirements definition, RFP development, proposal evaluation, facilitation of vendor demonstrations, contract negotiation, and implementation project management. He is currently assisting the City of Grand Prairie, Texas with the implementation of a new permitting and code enforcement system .Education and Memberships Process Analysis and Improvement: Kevin has assisted BerryDunn clients with process improvement projects as part of system replacement projects and as standalone projects. Kevin has previously led the process improvement projects with the Cities of Rockville, Maryland; Alexandria, Virginia; Philadelphia, Pennsylvania; and Frisco, Texas. Master’s in Public Policy and Management, Concentration in Financial Management, University of Southern Maine BA, Economics and Political Science, University of Maine Project Management Professional® (PMP®), Project Management Institute® Prosci® Certified Change Practitioner (CCP) Lean Six Sigma Green BeltCertified City of Westbrook, ME Recreation and Conservation Commission – Associate Member, 2021 – 2023 City of Westbrook, ME SewerCommission – Member, 2021 – 2023 Project Management: Kevin has managed system selection and IT strategic planning projects for some of BerryDunn’s most complex local government clients. He previously managed BerryDunn’s Municipal Street Addressing and Right-of-Way Permitting and Code Violation System Assessment Projects for the City of Philadelphia. DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Alex Kee, MPPM, AICP, Prosci®CCP Project Manager Alex is a manager in BerryDunn’s Local Government Consulting Group. Alex has more than six years of experience working with local government agencies and extensive experience assisting public- sector entities with planning and community development. This has afforded him with a unique skillset catering to serving public-sector clients. Select Clients City of Boston, TX City of Dallas, TX City of Detroit, MI City of Farmers Branch, TX City of FrIsco, TX City of Grand Prairie, TX City of Irvine, CA City of Lawrence, KS City of Philadelphia, PA City of Rockville, MD City of Weatherford , TX Outagamie County, WI Pitkin County, CO Town of Wells, ME Relevant Experience System Selection and Implementation: Alex is currently assisting with our system replacement project with the City of Irvine, California, and our implementation project with the City of Grand Prairie, Texas. Community Development: As a former city planner for the City of Westbrook, Maine, Alex has direct experience with many facets of public-sector planning and community development. Education BA, Political Science, Clark UniversityMaster's, Public Administration, Clark University Process Analysis and Improvement: Alex has recently assisted with process improvement projects with the Cities of Rockville, Maryland and Frisco, Texas. Alex is also assisted the City of Philadelphia Water Department with an as-is and to-be process mapping project in advance of the implementation of an Electronic Permitting System. Prosci® Certified Change Practitioner City of Westbrook, Maine: in his role as city planner, Alex was responsible for assisting developers, contractors, and the public in understanding planning-related items and processes. He was also responsible for the coordination of the planning review process, review of applications, and facets of the approval process. Memberships American Institute of Certified Planners (AICP) City of South Portland, Maine: As a city management associate, Alex was responsible for budget and financial analysis and management as well as customer service and general support of municipal operations. In addition, Alex applied research techniques, survey methods, and data collection for the city manager and council. DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Don Poland, PMP®, Prosci® CCP Business Analyst Don is a senior consultant in BerryDunn's Local Government Consulting Group. He is a practiced Project Management Professional® (PMP®) with a customer focus. Don brings strong listening skills and critical decision- making experience to meet client needs and implement necessary changes. He focuses on the client's needs to transform complex business requirements into creative and usable solutions. Select Clients City of Boca Raton, FL City of McKinney, TX Education BS, Mathematics, Universityof Sioux Falls Project Management Professional®, PMP® Relevant Experience Prosci® Certified ChangePractitioner Project Management. Don has extensive experience as a project management consultant, focusing on systems solutions, implementations, software development, and working with public and private sectors. Master’s Certificate, IT Project Management, George Washington University Brandt Information Services. While at Brandt, Don acted as a consultant and project manager for the Florida Department of Environmental Protection (DEP). Don oversaw and managed projects related to $2.2 million of legislative funding for the Division of State Lands and the Division of Recreation and Parks. He worked to extend the FL-SOLARIS database and application to include all Florida conservation lands owned, and conservation easements retained by the federal, county, and municipal governments. He also conducted a feasibility study regarding the collection of additional restricted land data, and for the creation of the OutdoorFlorida.org website and mobile application for locating recreation on federal, state, county, and municipal lands. Additionally, Don managed multiple projects for the Division of Waste Management and the Division of Water Resource Management. BravePoint. At BravePoint, Don performed business analysis on a utility billing system to document the current workflows and identify workarounds, risks, and issues for a gas utility company. Don was the project manager for the rewrite of an ERP application, where he also performed business analysis, quality assurance testing, and was the implementation consultant for the product’s first customers. When BravePoint spun off ProfitZoom to private investors, Valens Software, Don became director of customer experience, where he continued to provide leadership and product expertise to clients and the internal implementation team to successfully implement and operate ProfitZoom in their organizations. DocuSign Envelope ID: 5CF56296-8166-4038-A171-B4B5042EAC30 Joy Payne Business Analyst Joy is a consultant in BerryDunn’s LocalGovernment Practice Group. She is an IT expert with progressive leadership experiences in assisting clients with largescale software changes. She has often served as the chief facilitator and central communicator, bridging the communication gaps between business area representatives and IT. She specializes in assisting BerryDunn’s clients through the implementation life cycle. Select Clients City of Boca Raton, FL City of Farmers Branch, TX City of Grand Prairie, TX City of Irving, TX Education BBA, Management, Midwestern State University Key Qualifications Relevant Experience 23+ years of systems implementation experienceSystems Implementation. Joy has successfully led the implementations of integrated real estate software solutions at more than 15 major real estate organizations worldwide. Past work showcasing her implementation leadership include Yardi and ARGUS CRM systems with Plantation Consulting, Inc., DYNA Budget system with NOI Strategies, and a REALM LEASE Upgrade withReaIFoundation. Proven experience delivering SDLC solutions on target with clients’ vision Expert in project management, change control, process improvement, quality assurance, and risk management and response Currently Joy plays key roles on Community Development implementation projects with the Cities of Boca Raton, FL and Farmers Branch, TX. Systems and User Training. Joy has traveled nationally and internationally to conduct training at client facilities. This has translated into her implementation work, where she is adept at facilitating user acceptance testing and end user training. Her empathetic style helps her effectively manage client and stakeholder relationships, and communicate project changes clearly. DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Corey Claflin, CAPM, COBIT 2019 Business Analyst Corey is a stafF consultant in BerryDunn's Local Government Practice Group, He regularly assists local government clients with project support. He builds off his experience gained through providing project management services, business process improvement insight for internal payroll systems and software analysis for efficiencies andincreased utilization. Select Clients City of Allen, TS City of Bloomington, MN City of DeSoto, TX City of Detroit, MI City of Midvale, UT City of Worcester, MA Collier County, FL DeKalb County, GAMetro Parks Tacoma, WA Powhatan County, VA Town of Christiansburg, VA Town of Scarborough, ME Washington Township, OH Education Relevant Experience Project Management: Corey has experience in the full project management lifecycle, including conducting fact finding meetings, analyzing and updating policies and procedures for efficiencies, and updating software modules to accommodate the needs of the company. Corey has also been responsible for the completion of timeline milestones and adherence to budgetary restrictions. BA, Economics and Political Science, University of Maine Business Process Improvements: Corey has analyzed business processes to provide insight on ways to streamline said business processes which led to developing process efficiencies and updating policies and procedures. COBIT 2019 Foundation Certified Certified Associate in Project Management (CAPM) Project Support: Corey has provided his assistance in the development and launching of new software systems, which involved maintaining compliance, promoting buy-in and increasing overall utilization, and tracking the success of the project through analysis of the turnout rate of the online system. DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Nick Batey, MBA, ITIL v4 Technicat Subject Matter Expert Nick is a senior consultant in BerryDunn’s Local Government Practice Group. He has over 20 years of experience managing a wide range responsibilities within the IT industry. He served Chatham County, Georgia, for 25 years, most recently as Director of IT. He has supported over 60 agencies and 3,000 people in emergency response, life safety, administration, and judicial, among other functions. Nick prides himself in his ability to build productive and positive work cultures fueled by strong leadership and has an eye for developing elegant solutions to complex issues. Relevant Experience Technology Leadership: Nick has over 20 years of experience in technology leadership. He has led IT staff, C-Suite, and business development in creative solutions development, as well as helped develop efficient and effective governance, strategic direction, and policies and standards. By introducing new systems and alternative solutions, Nick’s projects result in controlled costs and risks, and maximized benefits that advance ease and efficiency for the organizations he serves. IT Strategic Planning: Nick has in-depth experience with IT strategic planning. He works to establish a clear understanding of his clients’ current environments to create roadmaps that guide action and growth, as well as create strategic direction. His roadmaps focus on effectively leveraging team leaders, addressing business units’ needs and requests, accommodating budgets, and developing paths forward toward future information and communication technologies, processes, and initiatives. Change Management: Nick collaborates with vendors, providers, and organizational stakeholders to promote project success. In his interactions, he seeks to understand interrelationships and interdependences, create mutually beneficial plans, and maximize community impact. Nick understands that changes to technology and processes naturally are met with change resistance; therefore, he works with his clients to prepare for change, as well as embrace it. As part of these efforts, he has led training and workshops that lead to increased consensus, buy-in, ownership, and involvement. His ability to lead diverse groups has proven critical in implementing change for a wide range of departments. Education and Certifications MBA, Georgia Southern University BS, Computer Science, Armstrong Atlantic State University Information Technology Infrastructure Library (ITIL) v4 Foundations Certified DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Ryan Doil, MBA, Prosci® CCP,CPPB Procurement Lead Select Clients Berks County, PA City of Alexandria, VA City of Arlington, TX City of Beaverton, OR City of Boca Raton, FL City of Cambridge, MA City of DeSoto, TX City of Detroit, MI City of Frisco, TXCity of Grants Pass, OR City of Independence, MO City of Irvine, CA City of Irving, TX City of Lawrence, KS City of Manassas, VA City of Mesquite, TX City of McKinney, TX City of Santa Fe, NM City of Shoreline, WA City of Tucson, AZ City of Weatherford , TX City of Wilmington, NC City of Worcester, MALouisville-Metro and Jefferson County Government, KY Outagamie County, WI Education Ryan brings five years of experience working inthe public sector in facilities and procurement. Through this work, Ryan offers a valuable perspective on the effective oversight of complex, multi- organizational government information systems management,procurement processes and compliance, and organizational change. Relevant Experience Project Management: Ryan has managed projects for a number of BerryDunn clients, including software assessment and selection projects for the Cities of Irving, Texas; Santa Fe, New Mexico; Shoreline, Washington; Novato, California; and Independence,Missouri. He has additionally served in project or engagement management roles in the implementation of software solutions for the City of Independence, Missouri; the City of Grants Pass, Oregon; and the Tri-County Health Department in Colorado. He also led business process review projects for the Fairfax-Falls Church Community Services Board in Virginia; Maine Municipal Association, ecomaine, and the City of Biddeford, Maine. Ryan is skilled in managing the challenges and constraints for complex, enterprise-wide projects. RFP Development and System Selection: Leveraging his public- sector procurement experience, as well as his knowledge of project and software systems, Ryan is uniquely situated to facilitate the development and issuance of effective and thorough RFPs. Working jointly with client staff, he has helped to develop and issue more than 65 RFPs. He also has extensive experience leading organizations through ERP system selection projects, working with stakeholder groups to confirm current environment challenges and business drivers, document future system requirements, and lead a collaborative and structured system evaluation process. MBA, University of SouthernMaine BA, Political Science and History, University of Vermont Prosci® Certified ChangePractitioner Contract Negotiations: Ryan has been involved in more than 60 public sector contract negotiation processes involving large, and complex, software and implementation services scope. Leveraging his public sector background, best practices learned as a Certified Professional Public Buyer (CPPB), as well as experience in managing software implementations, Ryan is uniquely situated to draw on this knowledge and experience to assist clients. DocuSign Envelope ID: 5CF56296-8166J1038-AI 71-B4B5042EAC30 Exhibit C CITY OF DENTONINSURANCE REQUIREMENTS FOR CONTRACTORS Bidderls 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 disqualifIed from award of the contract. Upon bid award, allinsurance 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 cmd maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notifIcation of bid award, Contractor shall fIle with the Purchasing Department satisfactory certifIcates of insurance, containing the bid number and title of theproject. Contractor may, upon written request to the Purchasing Department, ask for 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 modifIed 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. All 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. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. •Liability policies shall be endorsed to provide the following: City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18Page 14 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. •That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer’s limit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. •Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. •Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, theContractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. •Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the Cityreceives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifIcations, and shall be maintained in compliance with these additional specifIcations throughout the duration of the Contract, or longer, if so noted. [x 1 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) isused: City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 15 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. •Coverage B shall include personal injury. •Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [x1 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. [xl Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, inaddition 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 eachemployee, and a $500,000 policy limit for occupational disease. The City need not benamed 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, theContractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). []Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution ofthe 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 City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/11/18 Page 16 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 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 insurancecompany 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 isrequired 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. Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees,including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [] []Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specificcontract, that requirement will be described in the "Specific Conditions" of the contract specifications. City of Denton. TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 17 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 ATTACHMENT 1 11 Workers’ Compensation Coverage for Building or Construction Projects forGovernmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes allpersons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Sewices" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage endsduring the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 18 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on thecurrent certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating howa person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employeesproviding services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employeesof the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on thecurrent certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to thecontractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to theend of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery,within 10 days after the person knew or should have known, of any change that City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 19 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-8166-4038-A171-B4B5042EAC30 materially affects the provision of coverage of any person providing services on the project; and Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 7) J.By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers’ compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void ifthe contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. City of Denton, TexasStandard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 20 of 20 Contract 7870 DocuSign Envelope ID: 5CF56296-81664038-A171-B4B5042EAC30 Exh1 bl t D CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other person doing business with local governmental entit' This questionnaire reflects changes mac1 FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship asdefined 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 thedate 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 amisdemeanor. 1 2 y Berry Dunn MCNe11dba BerryDunn U Check this box if you are filing an update to a previously filed questionnaire. & Parker LLC, (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate. 3 Name of local government officer about whom the information in this section is being disclosed. N/A 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 relationshipas 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 E 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 governmental 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 anofficer or director, or holds an ownership of one percent or more?n ,„,n ,„, D.Describe each employment or business and family relationship with the local government officer named in this section. N/A 4 5 [X] I have no Conflict of Interest to disclose. 12/8/2021 a#a6ing business with the go'entrty Date [k>cuSign Certificate Of Completion Envelope Id: 5CF5629681664038A171 B4B5042EAC30 Subject: Please DocuSign: City Council Contract 7870 - Citywide EAM Consolidation Assessment Status: Completed Source Envelope Document Pages: 54 Certificate Pages: 6 Signatures: 6 Initials: 1 Envelope Originator: Cori Power 901 B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 12/3/2021 9:12:21 AM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 12/6/2021 8:31 :24 AM Viewed: 12/6/2021 8:31 :33 AM Signed: 12/6/2021 8:32:49 AM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 12/6/2021 8:32:54 AM Viewed: 12/6/2021 8:44:18 AM Signed: 12/6/2021 9:34:20 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Catherine Clifton. Interim City Attorney City of Denton Security Level: Email, Account Authentication(None) 'DocuSign•d by: IMartL£hCAwuul,4B070&31&4AA438 Sent: 12/6/2021 9:34:26 AM Viewed: 12/7/2021 2:08:38 PM Signed: 12/7/2021 2:10:37 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Kevin Price KPrice@berrydunn.com Principal Security Level: Email, Account Authentication(None) •DocuStgmd by:I bulb Pricb.5265B6A9621 2436. Sent: 12/7/2021 2:10:40 PM Viewed: 12/8/2021 2:07:30 PM Signed: 12/8/2021 4:43:47 PM Signature Adoption: Pre-selected Style Using IP Address: 76.179.100.245 Electronic Record and Signature Disclosure:Accepted: 12/8/2021 2:07:30 PMID: 5565f145-93c0487d-a162-+243de5ca6f9 Signer Events Leisha Meine Leisha.Meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication(None) Signature 'Docu8ienod bW I bian MUM D80D157ADABC4D5. Timestamp Sent: 12/8/2021 4:43:52 PM Viewed: 12/8/2021 4:49:09 PM Signed: 12/8/2021 4:49:59 PM Signature Adoption: Pre-selected Style Using IP Address: 47.189.254.137 Electronic Record and Signature Disclosure:Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 12/8/2021 4:50:03 PM Viewed: 2/16/2022 7:56:12 AM Signed: 2/1 6/2022 7:56:25 AMUsing IP Address: 198.49.140.104 Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 2/16/2022 7:56:30 AM Viewed: 2/1 6/2022 8:01 :19 AM Signed: 2/1 6/2022 8:01 :23 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) 'DocuSigned bvI Re%R&ol IC5CA8CSE 175493 Sent: 2/16/2022 8:01 :27 AM Viewed: 2/1 6/2022 11 :42:41 AM Signed: 2/16/2022 11 :42:58 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 2/1 6/2022 11 :42:41 AMID: fafd0562-e7c044e5-b594-962af1 3fa26f In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Timestamp Sent: 12/6/2021 8:32:54 AMCheyenne Defee cheyenne.defee@cityofdenton.comContract Administrator City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 12/8/2021 4:50:03 PM Viewed: 12/9/2021 8:53:11 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 2/1 6/2022 1 1 :43:02 AM Stephanie Barnes SBarnes@presidio.com Sr. Project Manager Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 2/16/2022 1 1 :43:03 AM Viewed: 2/16/2022 12:48:40 PM Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 2/1 6/2022 1 1 :43:04 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 12/6/2021 8:31 :24 AM 2/16/2022 11 :42:41 AM 2/16/2022 11 :42:58 AM 2/16/2022 11 :43:04 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Kevin Price, Rosa Rios ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide toyou certain written notices or disclosures. 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