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23-1048FILE REFERENCE FORM X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) 26- ) qC Date Initials 6-6'a:3 1 r( ORDINANCE NO. 23-1048 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACTWITH GUIDEHOUSE INC., THROUGH THE DEPARTMENT OF INFORMATION RESOURCES (DIR) COOPERATIVE PURCHASING NETWORK CONTRACT NO. DIR-CPO-4947, FOR THE JD EDWARDS SYSTEM UPGRADE FOR THE TECHNOLOGYSERVICE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8236 – AWARDED TO GUIDEHOUSE INC., IN THE NOT-TO-EXCEED AMOUNT OF $200,000.00). WHEREAS, pursuant to Ordinance 20- 196, the Department of Information Resources has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and city ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the State of Texas Department of Information Services Go Direct Program at less cost than the City would expend if bidding these items individually; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; 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 acceptedherein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILENUMBER VENDOR AMOUNT 8236 Guidehouse Inc.$200,000.00 SECTION 2. By the acceptance and approval of the above numbered items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the State of Texas Department of Information Services Go Direct Program for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents, and related documents filed with the State of Texas Department of Information Services Go Direct Program, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in 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 State of Texas Department of Information Services Go Direct Program, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, and standards contained in the Proposal submitted to the State of Texas Department of Information Services Go Direct Program, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval ofthe above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 5. This ordinance shall become effective immediately upon its passage and approval S e C O n d e: hEy ne= T = P r O U := r dII : I1::1:11: a S rr10V : raIldUthe following vote U - A : Aye Vaa a ./ P/a/ Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Paul Meltzer. District 3 : Joe Holland, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: ( tl day of a U K (PASSED AND APPROVED this the _, 2023.KaTZ= ATTEST: JESUS SALAZAR, INTERIM CITY SECRETARY MACK REINWAND, CITY ATTORNEY Digitally signed by MarcellaLunn \xi,u/a’all bHvL=EEl„==:„„" B=;ce?;b;;g5.17 17:54:18 -05'oo' \\II II III/DEOF••e• APPROVED AS TO LEGAL FORM DocuSign Envelope ID: A7846AE3-8AOE-4AED-9D2C-08A00B64841 F DENTON Docusign City Council Transmittal Coversheet 8236COOP File Name iDE Upgrade P„,h„i,g C,,t„t c '’i p '"'‘ City Council Target Date 6 /6/2023 Piggy Back Option Contract Expiration Ordinance Not Appllcab1 e NA 23- 1048 DocuSign Envelope ID: A7846AE3-8AOE4AED-9D2C-08A00B64841 F CONTRACT BY AND BETWEENCITY OF DENTON, TEXAS AND GUIDEHOUSE INC. (FILE # 8236) THIS CONTRACT is made and entered into this date 6/6/2023 , by and between Guidehouse Inc,, a Delaware Corporation, whose address is 1676 International Drive, Suite 800, McLean, VA 22102, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the Supplier’s quote, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit “C”. The Contract consists of this written agreement and the following items which are attached hereto, or on nIe, and incorporated herein byreference (a) (b) (C) (d) (e)(f) Special Terms and Conditions (Exhibit “A”); Department of Information Resources (DIR) Cooperative Purchasing Contract #DIR-CPO- 4947 with Guidellouse Inc., (Exhibit “B” on file at the office of the Purchasing Agent); Guidehouse Inc. Proposal (Exhibit “C”); Certificate of Interested Parties Electronic Filing (Exhibit “D”); Insurance Requirements (Exhibit “E”); Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 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, Contractor certiftes that Contractor’s signature provides written verification to the City that Contractor: (1) does notboycott 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. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certiBes that Contractor’s signature provides written verification to File 8236 DocuSign Envelope ID: A7846AE3-8AOEJ+AED-9D2C-08A00B6484 1 F the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm TradeAssociations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By sIgnIng this agreement, Contractor certifies that Contractor’s signature provides written verification to the City thatContractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or fIrearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or fIrearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companiesthat do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor centPes that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, 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 considereda material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country 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. File 8236 DocuSign Envelope ID: A7@16AE3-8AOE4AED-9D2C-08A00B64841 F IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER DocuSlgned br BY, I all kufdliwsD SIGNATUREiB CITY OF DENTON, TEXAS DocuSigned by: BY, @ BC R Printed Name. Erin Hutchins ATTEST:JESUS SALAZAR. INTERIM CITYSECRETARYGE;;”DocuSigned br Title: Partner 5129831994 PHONE NUMBER ehutchi rls@gui dehouse . com EMAIL ADDRESS APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY2023-1012734 TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. Shannon Mej1 a PRINTED NAME Deputy Technoloqy Di rectorTITLE Tech Services DEPARTMENT File 8236 DocuSign Envelope ID: A7846AE3-8AOE“+AED-9D2C-08A00B64841 F Exhibit A Special Terms and Conditions 1. Contract Term Contractor is authorized to commence work under this contract upon execution of this AGREEMENT, Contractor 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 C. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. 2. Total Contract Amount The contract total shall not exceed $200,000. Pricing shall be per Exhibit C attached. File 8236 DocuSign Envelope ID: A7846AE3-8AOE4AED-9D2C-08A00B64841 F Exhibit C AGuidehouse’ - Outwit Complexity City of Denton JD Edwards Refresh Proposal TX DIR DBITS Contract No. DIR-CPO-4947 March 8, 2023 Provided to:Provided by : City of Denton Technology ServicesAnn: Jim Barnes Buyer Telephone (940) 3904279 jim.barnes@,cityofdenton.com Guidehouse Inc Tamara ReynoldsPartner 1676 International Drive, Suite 800McLean. VA 22102 Telephone (301) 928-7584 Reynolds@guidehouse.com Taxpayer Identification Number (TIN): 364094854Data Universal Numbering System (DUNS): 022582428 SAM Unique Entity ID: N9NJK877QJK9Commercial and Government Entity (CAGE) Code: IHLR9 guidehouse.com This proposal includes data that is proprietary and confidential to Guidehouse and shall not be disclosed outside the recipient's organization and shall not be duplicated, used, or disclosed, in whole or in part, for any purpose other than to evaluate this proposal. However, if a contract is awarded to this offeror as a result of, or in connection with, the submission of these data, the recipient shall have the right to duplicate, use, or disclose the data to the extent provided in the resultingcontract. This restriction does not limit the recipient's right to use information contained in these data if they are obtained from another source without restriction. The data subject to this restriction are contained in specified pages/sheets herein. This proposal does not constitute a contract to perform services and cannot be used to award a unilateral agreement. Final acceptance of this engagement by Guidehouse is contingent upon successful completion of Guidelrouse’s acceptance procedures. Any engagement arising out of this proposal will be subject to negotiation of a mutually satisfactory engagementcontract including modifications to certain RFP terms and conditions and including our standard terms and conditions and fees and billing rates established therein. I I ''/I DocuSign Envelope ID: A7846AE3-8AOE4AED-9D2C-08A00B6484 1 F AGuidehouse’ - Outwtt MTAbly March 8, 2023 Jim Barnes City of Denton, Technology Services Subject: Updated Proposal for JD Edwards Refresh under Contract No. DIR-CPO-4947 Dear Mr. Barnes: Guidehouse Inc. is pleased to submit to continue to support the City of Denton JD Edwards implementation and infrastructure. Guidehouse is the prime contractor with ERP Suites proposedas a subcontractor. Guidehouse is a leading global provider of consulting services to the public sector and commercial markets, with broad capabilities in management, technology, and risk consulting. By combining our public and private sector expertise, we help clients address their most complex challenges and navigate significant regulatory pressures focusing on transformational change, business resiliency, and technology-driven innovation. Across a range of advisory, consulting, outsourcing, and digital services, we create scalable, innovative solutions that help our clients outwit complexity and position them for future growth and success. The company has more than 16,500 professionals in over 50 locations globally. Guidehouse is a Veritas Capital portfolio company, led by seasoned professionals with proven and diverse expertise in traditional and emerging technologies, markets, and agenda-setting issues driving national and global economies. For more information, please visit www.guidehouse.com. Guidehouse appreciates the opportunity to be considered for this important project and if selected, will provide the City of Denton with a team of professionals committed to your success. If you have any questions about our proposal, please contact Contracts Manager Virginia Boyd at (5 12) 402-3954, vboyd@guidehouse.com or me at (301) 928-7584, treynolds@guidehouse.com. Sincerely –I–i=„~MVDtL– Tamara ReynoldsPartner, State and Local Government Guidehouse Inc., 1676 International Drive, Suite 800: McLean, VA 22102 www .guidehot lse.com DocuSign Envelope ID: A7846AE3-8AOE-4AED-9D2C-08A00B64841 F A Guidehouse Outwtt Canriexity1.0 Scope Guidehouse will perform a JD Edwards EnterpriseOne tools release upgrade from 9.2.4.4 to 9.2.7release. 2.0 Project Tasks Plan & Design In collaboration with the City, Guidehouse will establish detailed processes, timelines, and resources required to execute activities. Guidehouse will deliver an upgrade project plan and an updated architecture design with server specifications. Construct and Test This phase is focused on leveraging resources effectively to execute the project plan in a controlled environment. The technical foundation will be installed by Guidehouse on the Deployment server, Enterprise servers, Database, and JAS servers. We will upgrade development and prototype environments. Note: Custom environments/path codes would be additional effort/cost. • • Install latest WebLogic 14c software (DV, PY & PS) – Configure settings – Configure server manager Install Tools Release 9.2.7.X (DV, PY & PS) – Run ASI – Enterprise servers – JAS servers – Deployment server Migrate JDE from 32-bit to 64-bit Install AIS and Orchestrator Install and Configure BSSV for development and production Install and Configure OneView Reporting Install & configure Oracle 19c database (DV, PY & PS) Perform user/data conversion Update & Install Current Visual Studio release. Configure WebLogic SSL Apply Update 7 and Fix Current Electronic Software Updates (ESU’s) DV, PY & PS Implement Everest Single Sign on for JDE or upgrade and configure OAM Assist in the installation and configuration of Vertex. Build full packages for Development, Prototype & Pristine environments Install Fat Clients • • • • • • • • • • • • • Page 1 of 4 DocuSign Envelope ID: A7846AE3-8AOEdIAED-9D2C-08A00B64841 F A Guidehouse Outwtt C(yTV+Xity • Provide support throughout the construct and test phase • Configure Database Security and remove +PUBLIC • Perform functional testing and validation – approximately three (3) weeks of regression testing, validation and training When the City is ready to roll out the improvements to the organization, we will apply the tools release to the Production environment • Install latest WebLogic server software (PD) – Configure settings – Configure server manager • Install Tools Release 9.2.7.X (PD) – Run ASI – Enterprise servers – JAS servers Deployment server • Install & configure Oracle 19c database (PD) • Apply Update 6 and Fix Current Electronic Software Updates (ESU’s) PD • Convert from 32bit to 64bit. • Implement Database Security • Build full packages for Production environment • Perform user/data conversion and conduct mock go-live to identify and resolve any outstanding issues and minimize disruption to your business • Provide support for post go-live activities Guidehouse will provide retrofitting and testing of tailored components as follows: • P564310 and P554210C – Majority of the work and testing • P5643 10 - Copy ofP4310 with Mods - Cloud Contracts • P554210 - Copy ofP4210 with Mods - Addition of Account number to Sales order • P55101SL Copy of P0101SL and hide a few things - SSN etc. • P43 12, P0411, P43 14 - Small changes for ScanMan retrofit.• F43121 - Table change 3.0 Price & Period of Performance The total price for the scope of services is $178,000. Guidehouse and the City will mutually agree to a billing schedule and period of performance. The refresh needs to be completed before the end of fiscal year 2023 (September 30, 2023). Page 2 of 4 DocuSign Envelope ID: A7846AE3-8AOEJ+AED-9D2C-08A00B64841 F A Guidehouse O„twtt C,mri,gO 4.0 Required Resources 1. Guidehouse will need to work with the City’s technical staff, key decision makers and application owners. 2. The City will commit sufficient internal resources and personnel to support remote troubleshooting efforts by Guidehouse, as required. 3. For remote access, Guidehouse will need VPN (or similar) connectivity. 4. 5. Full administrative access may be required to all JDE systems (Deployment servers, Database servers, Enterprise servers, JAS servers, CNC FAT clients). Customer acknowledges that timely provision of and access to office accommodations, facilities, equipment, assistance, cooperation, complete and accurate information and data from your officers, agents, and employees, and suitably configured computer products are essential to the performance of any services as set forth in this SOW. Guidehouse will not be responsible for any deficiency in performing services if such deficiency results from City’s failure to provide the fUll cooperation listed above. 6. 5.0 Assumptions 1. Standing up new VMs or in-place upgrades of existing VMs will be the responsibility ofCustomer. 2. Third-party integrations will be identified before the project is started. Customer will be responsible for these integrations with the exception of the retrofitting described above. 3. Any change or omission in these assumptions, material additions or substitutions may impactfees 4. 5. 6. 7. Customer will provide all software applicable (unless otherwise stated or contracted) including Microsoft OS, Backup, Antivirus, Application, Oracle licensing, etc. Customer will work with Guidehouse to implement a change request process. Guidehouse assumes any change from the original defined scope will be clearly documented and formally submitted in a change request. Guidehouse is not responsible for overall project and/or time management. Guidehouseassumes the Customer will provide project management resources as they deem appropriate. Customer and Guidehouse will be jointly responsible for communicating issues, opportunities and overall technical objectives which may affect the system configuration. 8. Customer’s current technical configuration will remain stable and Guidehouse will have remote access through VPN (or similar) connectivity. 9. Guidehouse is not responsible for any functional support, development, testing, object retrofitting, software interfaces or end-user training not listed in this statement of work. 10. This Statement of Work is based on our current understanding of the project. Actual hoursworked will be billed. 11. Pricing does not include support for any hardware, application, or any other item not explicitlystated. Page 3 of 4 DocuSign Envelope ID: A7846AE3-8AOE4AED-9D2C-08A00B64841 F A Guidehouse OUtWttCCX7@M& 12. For onsite support, rates do not include consultant travel expenses which will be billed monthly to the customer, at the actual expense incurred. Receipts are available upon request. 13. Guidehouse will perform the tasks and provide the deliverables specified in this document to the JD Edwards system including installation and upgrade of the technical foundation on the Deployment server, Enterprise servers and AIS/JAS servers (see “Project Tasks” below for a complete list); 14. Guidehouse will assist Customer with database and CNC tasks and activities. 15. Guidehouse will assist Customer Project Manager with overall project support and timeline and will be responsible for Guidehouse resource availability & scheduling. 16. Guidehouse will upgrade JD Edwards from 32-bit to 64-bit applications. 17. Guidehouse will replace OAM with Everest Single Sign on or upgrade OAM 18. Guidehouse is not responsible for any additional functional support, testing, or end-user training that is not specified in this statement of work. Formal training of technical staff and end-users is also considered out of scope but can be arranged with approved change request. Customer Responsibilities: Customer is responsible for the following list of activities (if applicable): 1. End-user training 2. Orchestration migration and testing 3 . Provisioning Everest Single Sign on Software License if replacing OAM 4. Provisioning Virtual Machines for JD Edwards Page 4 of 4 DocuSign Envelope ID: A7@16AE3-8AOE-IAED-9D2C-08A00B64841 F Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronicallywith the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded,in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/ 1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to pumhasing@cityofdenton.com with the contract number in the subject line.Contract 1234 – Form 1295)(EX: The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Councilaward. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. File 8236 DocuSign Envelope ID: A7846AE3-8AOEd'+AED-9D2C-08A00B64841 F Exhibit E City of Denton Insurance Requirements Respondent’s attention is directed to the insurance requirements below. It is highlyrecommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates andendorsements as prescribed and provided herein. If an apparent low respondent fails to complystrictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractualobligations, which the successful contractor shall have a duty to maintain throughout the courseof this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, theContractor shall provide and maintain until the contracted work has been completed andaccepted by the City of Denton, Owner, the minimum insurance coverage as indicatedhereinafter. As soon as practicable after notification of contract award, Contractor shall file with thePurchasing Department satisfactory certificates of insurance including any applicableaddendum or endorsements, containing the contract number and title of the project.Contractor may, upon written request to the Purchasing Department, ask for clarificationof any insurance requirements at any time; however, Contractors are strongly advised tomake such requests prior to proposal/bid opening, since the insurance requirementsmay not be modified or waived after proposal/bid opening unless a written exception hasbeen submitted with the proposal/bid. Contractor shall not commence any workor deliver any material until he or she receives notification that the contract has beenaccepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shallcomply with the following general specifications, and shall be maintained in compliancewith these general specifications throughout the duration of the Contract, or longer, if sonoted • 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+ or better. •Any deductibles or self-insured retentions shall be declared in the proposal. If requestedby 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 relatedinvestigations, claim administration and defense expenses. •Liability policies shall be endorsed to provide the following: o Name as Additional Insured the City of Denton, its Officials, Agents, Employeesand volunteers. 0 That such insurance is primary to any other insurance available to the Additional File 8236 DocuSign Envelope ID: A7846AE3-8AOE-4AED-9D2C-08A00B64841 F Insured with respect to claims covered under the policy and that this insuranceapplies 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. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials,agents, employees, and volunteers except as to claims arising out of the acts oromissions of the City, its employees or agents. • Cancellation: Insurer shall endeavor to provide the City 30 day written noticeshould any of the policies described on the certificate be cancelled or materially changed before the expiration date. •Should any of the required insurance be provided under a claims made form, Contractorshall maintain such coverage continuously throughout the term of this contract and,without lapse, for a period of three years beyond the contract expiration, such thatoccurrences arising during the contract term which give rise to claims made afterexpiration of the contract shall be covered . • Should any of the required insurance be provided under a form of coverage that includesa general annual aggregate limit providing for claims investigation or legal defense coststo be included in the general annual aggregate limit, the Contractor shall either doublethe occurrence limits or obtain Owners and Contractors Protective Liability Insurance. •Should any required insurance lapse during the contract term, requests for paymentsoriginating after such lapse shall not be processed until the City receives satisfactoryevidence of reinstated coverage as required by this contract, effective as of the lapsedate. If insurance is not reinstated, City may, at its sole option, terminate this agreementeffective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shalladditionally comply with the following specifications, and shall be maintained incompliance with these additional specifications throughout the duration of the Contract,or longer, if so noted: CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE Cyber/Technology Network Liability and Risk Insurance, inclusive of InformationSecurity and Privacy (first and third party coverage) to provide coverage for anydamage caused by a network risk, cyber act or breaches of data and privacy right, the rendering of, or the failure to properly perform professional services for, but notlimited to, computer programming, management information systems, negligentsystem design, disclosure of confidential information, and copyright infringementwith minimum limits with minimum limits of $2,000,000.00 per claim and $4,000,000 in the aggregate. File 8236 DocuSign Envelope ID: A7846AE3-8AOE-+AED-9D2C-08AOC)B64%aj bIt F CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other Derson doing business with local governmental enti 1m de to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code. Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thIdate 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.misdemeanor.r W An offense under this section is a Guidehouse Inc. 2 [X]Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d Name of loca1 go„e,,ment officer abo„t whom the informati,n in this section is being disclosed. Erin Hutchins Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must becompleted for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(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?a ,”B ~. 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?n ,„,A ,„, C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officeror director, or holds an ownership of one percent or more?n „”m .,. D Describe each employment or business and family relationship with the local government officer named in this section 4 5 La 1 have no Conflict of Interest to disclose. 5/12/2023 with the governmental entityMr Date DocuSign Envelope ID: A7846AE3-8AOE4AED-9D2C-08A00B64841 F CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 1 76 ofthe Local Government Code may be found at http://www.statutes.legis.state.a.us/ Docs/LG/htm/LG 176.htm. For easyreference, below are some of the sections cited on this form Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of theparties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency ofa federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or leaseofgoods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003(a){2){A) and (B): (A) Alocal government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds 52,500 during the 12-month period preceding the date that the officer becomes aware that(i) acontract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the varck)c (B) has given to the local government omcer ora family member ofthe o£6cer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-month periodpreceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor, Local Government Code $ 176.006{a) and {a-1) (a) A vendor shall file a completed conflict ofinterest questionnaire if the vendor has a business relationship with a local governmental entity and:( 1) has an employment or other business relationship with a local govcmment officer of that local governmental entity, or a family member ofthe officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with theaggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local govemmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local govenIment cHeer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3d degree of affinity (marriage) or consanguinity rblood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public rightof-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars (550.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year, Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. 'orm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015 DocuSign Certificate Of Completion Envelope Id: A7846AE38AOE4AED9D2C08A00B64841 F Subject: Please DocuSign: City Council Contract 8236 - JDE Upgrade Services Source Envelope: Status: Completed Document Pages: 16 Certificate Pages: 6 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Signatures: 6 Initials: 1 Envelope Originator: Cori Power 901B Texas Street Denton, TX 76209 cod .power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original4/21/2023 4:19:04 PM Holder: Cori Power cori .power@cityofdenton.com Location: DocuSign Signer Events Cori Power cori .power@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 4/27/2023 12:14:46 PM Viewed: 4/27/2023 12:19:20 PM Signed: 5/2/2023 4:06:16 PM 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: 5/2/2023 4:06:18 PM Viewed: 5/2/2023 5:00:38 PM Signed: 5/2/2023 5:01 :46 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication(None) 'DocuSigned bF IALArtLLhMh'4B070831B4AA438 Sent: 5/2/2023 5:01 :49 PM Viewed: 5/5/2023 5:56:06 PM Signed: 5/5/2023 5:56:59 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Erin Hutchins ehutchins@guidehouse.com Partner Security Level: Email, Account Authentication(None) 'DocuSigrnd br I eth auMm25S063AD4FC9497 Sent: 5/5/2023 5:57:02 PM Resent: 5/9/2023 2:03:49 PM Viewed: 5/12/2023 2:03:09 PM Signed: 5/12/2023 2:07:23 PMSignature Adoption: Pre-selected Style Using IP Address: 52.141.173.166 Electronic Record and Signature Disclosure: Accepted: 5/8/2023 2:10:55 PMID: 50acec76-0e8bdjae5-8597-f1 903459768c Signer Events Shannon Mejia Shannon.Mejia@cityofdenton.com Deputy Technology Director Security Level: Email, Account Authentication(None) Signature 'DoauS Igned by: [ SL,..M„ M,Ji,432FCAgF9CIF477 Timestamp Sent: 5/12/2023 2:07:26 PM Viewed: 5/1 2/2023 2:29:56 PM Signed: 5/1 5/2023 8:21:13 AM Signature Adoption: Pre-selected Style Using IP Address: 35.150.13.128 Electronic Record and Signature Disclosure:Accepted : 5/12/2023 2:29:56 PMID: 516904aa-0cb84abf-afOc-b378ble988bc 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: 5/1 5/2023 8:21 :19 AM Viewed: 6/7/2023 7:48:10 AM Signed: 6/7/2023 7:48:46 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 6/7/2023 7:48:50 AM Viewed: 6/7/2023 7:49:29 AM Signed: 6/7/2023 7:49:40 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication(None) Sent: 6/7/2023 7:49:44 AM Viewed: 6/7/2023 9:01 :29 AM Signed: 6/7/2023 9:51 :03 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 6/7/2023 9:01 :29 AMID: d378alb8-882a438e-bec4-202bc34f76e0 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events 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 Timestamp Sent: 5/2/2023 4:06:19 PM 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: 5/15/2023 8:21 :17 AM Viewed: 5/1 5/2023 8:29:47 AM City Secretary Office citysecretary@cityofdenton,com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/7/2023 9:51 :06 AM Viewed: 6/7/2023 9:56:04 AM James Barnes Jim.Barnes@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/7/2023 9:51 :07 AM Stephanie Padgett Stephanie.Padgett@cityofdenton.com TS Administration Manager City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure;Not Offered via DocuSign Sent: 6/7/2023 9:51 :08 AM Virginia Boyd vboyd@guidehouse.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/7/2023 9:51 :09 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Envelope Updated Envelope Updated Certified Delivered Signing Complete Completed Status Timestamps 4/27/2023 12:14:46 PM 4/27/2023 12:21 :43 PM 4/27/2023 12:21 :43 PM 6/7/2023 9:01 :29 AM 6/7/2023 9:51 :03 AM 6/7/2023 9:51 :09 AM Hashed/Encrypted Security Checked Security Checked 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: Erin Hutchins, Shannon Mejia, Jesus Salazar ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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