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2010-046
ORDINANCE N0. ~a~.~-O46 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND NIARKETSPHERE CONSULTING, LLC FOR IMPLEMENTATION OF A JD EDWARDS FIXED ASSET AND JOB COST FUNCTIONALITY SOFTWARE MODULE IN THE JD EDWARDS FINANCIAL SYSTEM; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE ~RFSP 4442~JD EDWARDS FIXED ASSET IMPLEIVIENTATION AND INCREASED JOB COST FUNCTIONALITY AWARDED TO MARI~ETSPHERE CONSULTING, LLC IN AN AMOUNT NOT TO EXCEED $252,340}, WHEREAS, the professional ,services provider the "Provider} mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees undet• the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS; SECTION I. The City Manager is hereby authorized to enter into a professional service contract with MarketSphere Consulting, LLC, to provide professional consulting services for implementation of a JD Edwards Fixed Asset and Job Cost Functionality software module in the JD Edwards financial system, a copy of which is attached hereto and incorporated by reference herein, SECTION II, The City Manager is authorized to expend funds as required by the attached contract. SECTION III. The findings in the preamble of this ordinance are incorporated herein by reference, SECTION IV. This ordinance shall become effective immediately upon its passage and approval. f PASSED AND APPROVED this the day of ,2010, 1VI RIB . ~BU UG ,MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: 4 APPROVED AS TD LEGAL FORM; ANITA BURGES S, CITY ATTORNEY 3~ORD- ~ 4442 P~.[IFESSIONAE SERVICES AGREEMENT F'~R Rk'SPw ~4~~ JD EDwARDS EY~En ASSETS IN~PEE~ENTATI~N AND INCREASED JOI3 01ST F~JNCT~~NAETY STATE OF TEAS ~ C~t~NTY CF 17ENT~N § THIS AGREEMENT is made and entered into as of the day off' , 1 Q, by and between the City of Denton, Texas, a Texas municipal corporation, ith its principal a~'~ce at 21 ~ East McKinney Street, Denton, Denton County, Texas ?~~Ql, hereinafter called `t~wNER" and MarketSphere Consulting, LLC, with its corporate office at ~SdQ North Dallas Parkway Suite S50 Piano, Texas 75Q~4 hereinafter called "CUNSI~LTANT," acting herein, by and through their duly authorized representatives. wITNESSETPI, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICEE ~ ENLPEOY~ENT CUNSUETANT The tJwI~ER hereby contracts v~ith the CGNSULTANT, as an independent contractor, and the CaI~S~JLTA.NT hereby agrees to perform the se~~vices herein in connection with the Pra'ect 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, JD Edwards fixed Asset Implementation ar~d Increased Job Cast functionality ARTICLE R SCOPE QF SERVICES The C(~NSUL~`ANT shall perform the following services in a professional manner: The CONSULTANT shall perform all thane services as necessary and as described in the ~wNER's RFSP 444~~ JD Edwards Fixed Asset Implementation and Increased fob Cost Functionality, which is an file in the office of the Purchasing Agent as Exhibit "A" and iS incorporated by reference as if set forth fully herein, A. To perform all Chase services set Earth in C~NSULTANT's amended Proposal for Professional Services dated Thursday, January 2~, 2D10, which proposal is on file in the office of the P~irchasing Agent as Exhibit "E" and iS incorporated by reference as if set forth fully herein. B, 1''f there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and canditions ofthe attached exhibits or task orders. ARTI~LF I~~ FER~Q~ CAF S~R'~~CL This Agreement shall become effective upon execution of this Agreement by the UwNER and. the CONSULTANT and upon issue of a notice to proceed by the ~wNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the ~wNER. This Agreement tray be sooner terminated in accordance with the provisions hereof> Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the sched~~le established by the UwNER, acting through its City Manager qr his designee, ART~CLF C~~PENSA'T~C3N A, C~MPENSATI~N TERMS; 1 "Subcontract Expense" is defined as expenses incurred by the CC7NSULTANT ire elnploy~~nent of others in outside firms for services in the nature of "to be determined". "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, BILLI~~ 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 est}mate detail at ate hourly rate shown inExhibit "B" which is attached hereto and is incorporated by reference as if set forth fully in this Agreement, Exhibit B or other similar documents that may be executed by ~wNER and CONSULTANT will contain all pertinent hourly rates or fixed fee arrangements cif appropriated, The "Pra~ect Arrangements" are included in Exhibit B, Partial payments to the CONSULTANT will be made an the basis of detailed monthly statements rendered to artd 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. The ~wNI~R may withhold the final five percent ~5%} of the contract amount until completion of the Project. Page ~ Nothing contained in this Article shall require the OV~NER to pay for any work which is unsatisfactory, as reasonably deterz~ined by tl~e City Manager ar his designee, or which is not submitted in compliance with the terms of this Agreement. The OV~INER shall not be required to make any payments to the CUNSUI~,TANT when the CONSU~,TANT is in default under this Agreement, ~t is specif tally ~~r~derstood atad agreed that the CONSULTANT shall not be a~~thorized to u:~dertake ar~y work pursuant to this Agreement which would require additional payments ey the OwN~R for any charge, expense, ar reimbursement above the maximum not to exceed fee as stated, ~rithaut first havitag obtained written authorization Dram the OWNER. The CONSULTANT shall not proceed to perform any additional services without abtair~ing prior written authorization from the aWNER, C. PAYMENT; If the OWNER fails to make undisputed payments due the CONSULTANT for services and expenses within thirty X30} days after receipt of the CONSULTANT'~s undisputed statement thereof, prompt payment act interest as set forth in Chapter ~25I of the Texas Government Code shall be paid on the amounts due the CONSULTANT, In addition, the CONSULTANT rnay, if it has not received payment by the thirty~first ~3 I St} day after receipt of invoice? after giving ten ~ l 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 cha~~ges, provided, however, nothing herein shall require the OWNER to pay prompt pay~r~ent act interest if the OWNER has a bona ode dispute with the CONSULTANT concerning the payment or if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation." OWNER must promptly notify CONSULTANT in writing if any work is determined to be unsatisfactory or if there is a bona fide dispute, AR~r~CLI~ v OB,S~~,VAT~~N ANA R~~`Z~W O~ ~'~E WORD, The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reportinb to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. A~T~CLE V~ ~wN~~S~~~ DOCU~.ENTS All documents prepared ar furnished by the CONSULTANT hand CONSULTANT'S subcontractors ar 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 af' all such documents, The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Pra~ect, and OwNER~s use of these documents in utherprojects shall be at OWNER'S sole risk and expense, In the event the O'~NER uses any of the information or materials developed pursuant to this Agreet~ent 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. Page 3 ART~GL~ V~~ INDEPENDENT C~NTRACT~R CONSULTANT shall provide services to ~wNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status, ARTZCI~~ VIII INDENXNIT~ A~RE~I~ENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, lasses, and expenses, including, but not limited to court casts and reasonable attorney fees incurred by the awNER, and including, without limitation, damages far bodily and personal injury, death a.nd property damage, resulting from the negligent acts ar omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement, Nothing in this Agreement shall be co~~strued to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental imtx~unity, which defenses are hereby expressly reserved. ARTICLE INSURA,N~E During the performance of the services under this Agreement, C~NS~ILTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with hest Rate Carriers of at least an A- or above; A.. Comprehensive General Liability Insurance with bodily injury limits of not less than $5a0,o00 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 far each occurrence and not less than $ ~ ao,ao0 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $50o,a0a for each accident, and with property damage limits of not Tess than $ I x0,000 far each accide~~t. C. worker's Compensation insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of trot less than $100,000 for each accident. professional Liability Insurance with limits of not less than $I,000,000 ann~~al aggregate, Page 4 E. The CONSULTANT shall furnish insurance certificates or i~lsurance policies at the OwNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or rnadified without thirty ~30~ days' prior written notice to OWNER and CONSULTANT. ~n such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute palicies furnishing the sam e coverage. ARTICLE ~ AR~ZTRAT~ON AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation, No mediation arising out of or relating to this Agreement may proceed without the agreement of both parties to subrr~it the dispute to mediation, The Iocation for the mediation shall be the City of Denton, Denton County, Texas unless a different location is agreed to by the parties. ARTICLE TERN.~ZNAT~ON OF AG~ELIVIENT A, Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (3Q} days' advance written notice to the other party. This Agreement naay be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such tex•minatiar~ will be affected unless the other pa~•ty is given ~l}written notice delivered by certified mail, xeturn receipt requested of intent to terminate and setting fa~~th the reasons specifying the nan~perfarmance, and not less than thirty ~3~} calendar days to cure the failure; and an opportunity for consultation with the terminating party prior to termination. C~ If the Agreement is terminated prior to ca~x~pletian of the services to be provided here~~nder, CONSULTANT shall immediately cease all services and shall render a final bill far services to the OWNER within thirty ~~Q3 days after the date oI'terntination. The OWNER shall pay CONSULTANT far all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article Z~I "Compensation." Should tl~e OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in pravidit~g information, The CONS'I~LTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER an or before the date of terrninatio:~, but may maintain copies of such documents far its use. Page 5 ARTICLE ~~Z RES~~NS~~IL~TY FOR CLADS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subca~as~~ltants for the accuracy and competency of their designs ar other work; nor shall such approval be deemed to be an assurnptia~~ of such responsibility by the OWNER for any defect in the design ar other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants, CONSULTANT retains design responsibility and liability at all times during this Agreement and after Completion of this Agreement, ARTICLE VIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered ar mailed to the respective parties by depositing same in the United States nxail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein, Mailed notices shall be deemed ca~x~municated as of three ~3~ days' ~r~ailing~ To CONSULTANT: To a~N> R: MarketSphere Consulting, LLC City afDentan Director of Corporate Services Bryan Langley, Director ofp'inance 1125 S 143rd Street, Suite 4a4 ~ 15 East McKinney Omaha, NE ~8 t 2~ 1]enton, Texas ~~241 All notices shall be deemed effective upon receipt by the party to wham such native is given, ar within three ~~}days' mailing. ARTICLE ENTIRE A~REEII~ENT This Agreement, car~sisting of ~ 5 pages and four exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers. promises? representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE ~V SEVERA~~LiT'~ f 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, Page G the pa~~ties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to ea~pressing the intention of the stricken prov~s~an, ARTICLE COII~.'LIAN~E wIT~ LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended, ARTICLE ~'4~I~ DISCR~I~I~NATYON PRO~~~~TED lri performing the services required hereunder, the CONSULTANT shall not discri~~ninate against any person an the basis of race, color, religion, sex, national origin or ancestry, age, pr physical handicap. ARTICLE ~II~ PE~SO~tNEL A, The CONSULTANT represents that it has or will securer at its own expense, all personnel required to perfo~•n~ all the services required under this Agreements Suc[~ personnel shall not be employees or officers af, or have any contractual relations with the OWNER. CONSULTANT shall inform the O'~NER of any col~flict of interest or potential conflict of interest that may arise during the term of this Agreement, B. All services required k~ereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in v~rark shall be qualified, at~d shall be authorized and permitted under state and local laws to perform such services, C, In those instances deemed necessary by the O'~NER, the CONSULTANT, its employees andlar its Sub-consultants shall be required to submit to background checks. A~.TICLE ASSIGNA~~L~TY The CONSULTANT shall not assign any of its scope of work under in this Agreement, and shall not transfer any of its scope of work undez• this Agreement whether by assignment, navation, ar otherwise without the prior written ct~nsent of the O~wNER. Should the CONSULTANT assign any part of the monies due under this Agreement, CONSULTANT is required to provide written notice of the same to OWNER, Any assignment of monies due under this Agreement shall not change any of the terms a~~ conditions of this Agreement to include but not limited to the terms and conditions for payment under this Agreement, page 7 AR~T~CLE ~ M~DI~ICAT~~N No waiver or madi~cation ofthis Agreement ar of any covenant, condition, or lirnitatiot~ herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver ar modification shall be offered ar received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein, ARTICLE 1'~ISCELLA.NEUUS A. The following exhibits are attached to and made a part of this Agreement; Mist exhibits l~. CONS~JLTANT agrees that OWNER shall, until the expiration of five ~5} years after the final payment or after final completion of all work required under this Agreement? whichever is longer, have access to and the right to examine any directly pertinent books, docu~~ents, papers, correspondence, to include e~mails, and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT is required to maintain a.nd make available all electronic records associated with this Agreement for purposes of examination, CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate a~~d appropriate working space in order to conduct audits in Gan~pliance with this section. OWNER shall give CUNSCJLTANT reasonable advance notice of intended audits. This paragraph shall work in conjunction with the Audit provision set forth i;u Article X~Z~. C, venue of any suit or cause of action under this Agreement shall lie exclusively in I~entpt~ County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas, D, For the purpose ol'` this Agreement, the key persons who will perform nrlost of the wo~yk hereunder shall be dreg iJavis, However, nothing he~•ein shall limit CONSULTANT Pram using other qualified and can~petent merr~bers of its firm to perform the services required herein. CONSULTANT understands that OWNER is to 6e informed of the rernaval ox Ioss of any of the key persons wanking under this Agreement CONSULTANT also agrees to provide the OWNER with notice of the names} ofwho it intends to replace the key person, OWNER shall have a right to reasonably reject any replacement key persan~s} and CONSULTANT agrees to name a replacement key persons} acceptable to the OWNER. E. CONSULTANT shall comt~aence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with Page 8 the provisions hereof, In accomplishing the projects, CONSULTANT shah take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the ~wNI~R. F. The OWNER shall assist the CONSU>~TA~IT 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 far the access thereto, and ~~ake all provisions for the CONSULTANT to enter in or upon public and private property as t~equired far the CONSULTANT to perfa~ services under this Agreement. G. The captions of this Agreement are far informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. A~TZCZ~E xxzz R.zG~T T~? ~UD~T The OwNI~R shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONSULTANT shall retain such books, xecords, documents and other evidence pertaining to this Agreement during the contract period and five years thereafter, except if an audit is in progress ar audit findings are yet unresolved, in which case records shall be Dept until all a~~dit tasks are ca~npleted ar~d resolved. These books, records, documents and oth~t evidence shall be available, within i O business days of` written request. Further, the CONSULTANT shall also require all Subcontractors, material suppliers, and other payees to retain alI books, records, documents and other evidence pertaining to this agt~eement, and to allow the OwN~R similar access to those documents, All books and records will be made available within a So mile radius of the City of Denton. The cost of the audit will be borne by the OwN11R unless the audit reveals an overpayment of 1 % or greater, zf an overpayment of 1% or greater occ~.~rs, the reasonable cast of the audit, including any travel costs, must be borne by the CC~NSC~LTANT 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 QwNI~R' ~ sole discretion, grounds far termination thereof, Each of the terms "books", "records", "documments" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts ar electronic files are subsequently used to generate ar prepare a final printed document. Page 9 IN FITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTA T has executed t is Agreement through its duly authorized undersigned officer on this the day of Zap o. CITY Ole DENTON, TEAS GEO G C, CAMPBELL, ITY MANAGER ATTEST: JENNIFER SALTERS, CITY SECRETARY EY; APPR E~D A O LEGAL FORM: ANZTA BURGESS, CITY ATTORNEY e BY; CONSULTANT FITNESS: ~Y: ~~T~ ~~I~~A~E R~~IJ~~~~~~T ~~L~ ~.~'A~'1~~~'RA~T~~ ~'he Dfferor's/~idder's atterrtiorr is directed to the insurance requirements below, ,It is Highly recontnrended that afferars~aidders cad ter with their respective i~rsur~!nce carriers ar brokers to determine in advance a, f its proposal nr did sr~~~is~~ta~i the avaiZahility a, f xnsurarrce certipcates ~~td endarsexr~ents as prescribed and pr;ovided l~erer'n, .~f an offeror/appare~tt row bidder fails to conrply strictly with the insr~rance requirements, that a, fferu~~~irdder ~rxay he disqualiped fra~n award of the contract. span award, all insurance regcriret~retrts shall became contractual obligations, wlrich the successful offerarlbidder shall have a duty to maintain throughout the course of this contract, ~T~~DA~tI~ ~'~~~ZS~O~~ Y~ithout limiting any of tie athe~r abli~ations or liabilities of tl~e Cans~rltant/C'antractor, the G'o~nsultantlCantractar shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, ~}ner, the minimum insurance coverage as indicated hereinafter, ~s soon us practicable after nvti nation of award, Con~sultantlCvntractor shall ale with the ~'urchusing Depurt~tent satisfactory certi rcates of insurance, containing the praposul/bid number and title of the protect. Cansrrltant/C.~ontr~actar rrtay, upon written rcgilest to the Purchasing Department, ask ~ far cluri tc°atzan o f any f nsurance requirements ut any t~trne; however, Cansultants~Contractars are strongly advised to make such requests prior to proposallbid opening, since the insurance regr~irements may not be rnod f ied ar ~vazved after praposullbid opening unless a written exception has been subr~~itted with the prapasullbid~ Consulta'ntl~'antractar shall not carnrne~tce airy wank ar deliver+ any ~tc~terial until he ur she receives natitlcution that the contract hr~s been accepted, approved, and ,signed by the City of Denton, .ill insurance policies proposed yr obtained in satin, faction of these requirements shall comply with the fallowing general speci rcatians, and shad be tr~aintcrined in compliance with these general spec~catians throughout the duration of the C`ontruct, or longer, ~sv nvted,~ Each policy shall be issued by ~ company authorized to do business in the State of Texas with an ~.11~, Eest Company rating of ~t just A,ny deductibles or selfwinsured retentions shall be declared in the proposal qr bid, if requested by the City, the insurer shall reduce or eliminate such deductibles or self insured retentions Frith respect to the City, its officials, agents, employees and volunteers; or, the ConsultantlContractornhall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses, l:~iabiiity policies shall be endorsed to provide the following; Page I l ~ Name as additional insured the City oI' l~entan, its Officials, Agents, h~mployees 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. ~ G`ancellatian: City rewires day written notice sh~nld any of the,~aizciel~ descried on the ce~ti reate ~e cancelled or mate~~ialiy changed be, fore t~~e ~piration Fate, ~ Should any of the rewired insurance be provided under a clai~ns~made form, ConsultantlContractar shall maintain such coverage continuo~rsly throughout the tet•m of this contract and, without lapse, fox a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after e~piratian of the contract shall 6e covered, ~ Should any of the required insurance be provided under a farm of coverage That includes a general annual aggregate limit providing for claims investigation or legal defense Costs to be included in the general annual aggregate limit, the Cons~~ItantlContl•acta~• shall either double the occurrence limits ar obtain Owners and Contractors protective Liability Insurance, Should any required insurance lapse during the contract term, requests far payments originating aver such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the Lapse date, If insurance is not reinstated, City tray, at its sole option, tert~inate this agreement effective an the date of the lapse. Page l2 S~LC~~`~C AD~~~'~4NAL ~NSU~.ANCE ~EC~U~~tEl1~ENT5~ Ali i~s~rarrce policies proposed or obtained in satisfaction o~f this Ca~tract sha~~ additionally comply wi[h the f olrowin,~ tnar~red sped Icutivns, c~r~d shu~l be marn~ained in co~npZiance wi[h these additional sped tcc~tio~s thr~o~cgho~[ [he durc~tioa~ of tie Con[~•act, ar ~o~rger, Aso Noted: X~ A. ~enerai Lrabilihy insurance. general Liability insurance with combined single lily its of not less than ~~40,440.4Ushal l be provided and maintained by the Contractor. The policy sha[ [ be written o~~ an occurrence basis either its a single policy or in a combination of underlying and umbrella or e~.cess policies, if the Can~mercial general Liability form ISO Farm CG 4001 current edition} is used: a Coverage A. shall include premises, operations, products, and completed operations, independent col~tractors, contractual liability covering this contract and broad form property damage coverage. ~ Coverage B shall include personal injury, Coverage C, medical payments, is riot required. if the Comprehensive Creneral Liability form X154 Form GL 4442 Current Edition and 1SU Form ~L ~4t~4} is used, it shall include at least: ~ Bodily injury and Property Damage Liability far premises operations products and completed operations, independent contractors and property damage resulting from explosion, collapse or undergro~tt~d ~~CC~} exposures. ~ Broad form contractual liability preferably by endarsen~ent}covering this contract, pex•sanal injury liability and broad form property damage liability, Aut4m4bile Liahili~y ~~surance: Contractor shall provide Commercial Automobile Liability insurancewith Combined Single Limits ~CSL} of not less than $5~~,0~4.00 either in a single policy or in a combination of basic and umbrella ar excess policies, The policy gill include bodily injury and property damage liability arising out of the operation, maintenance and use ol~ all automobiles and Mobile equipment used in conjunction with this contract, Satisfaction of the above requirement shall be in the farm of a policy endorsement fox: ~ any auto, or ~ all owned. hired and non~owned autos, ~warkers Compe~asation Z~~surance Contractor shall purchase and maintain worke~•'s Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insr~rance, has Bmployer's Liability limits of at least $104,000 far each accident, $ l 00,x00 per each enr~playee, and a X500,000 policy limit far accupatianal disease, The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its afficialss agents, employees and volunteers for any work performed for the City by the Named Insured. l~'or building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §~OG.09~ of the Texas .labor Code and rule ZSTAC 110,110 of the Texas worker's Compensation Commission ~TwCC). [ J C~w~er's and Contractor's Protective Liability Insurance The Contractor shall obtains pay for and maintain at all tirr~es during the prosecution of the work under this contract, an owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurances Policy limits will be at [east combined bodily injury and property damage per accurre~~ce with a aggregate. ~ ~'irc T~~mage Legal Liability ~nsuraucc Coverage is required if Broad form General Liability is not provided ar is unavailable to the contractor or if a contractor (eases or rents a portion of a City building. Limits of not less than each occurrence are required, ~'ro~`essianal Liability insurance Professional liability insurance with limits ~~ot less than ~~,0o0~00a annual aggregate with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. Builders` Risk ~nsurauce Builders' Risk Insurance, an an All~Risk farm fa~~ 1 QO% of the completed value shall be provided, Such policy shall include as "Named Insured" the City of Denton and ail subcontractors as their interests may appear. Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery insidelautside the premises, burglary of the premises, and employee fidelity, The employee fidelity portion of this coverage should be written on a "blanket" basis to cave~• all employees, including new hires. This type insurance should be required if the contractor has access to City funds, Limits a~`not less than each occurrence are required. Page 1 ~ ~ Addi~iona~ ~nsurancc Other insurance rna~ be required on an individual bans far extra hazardous contracts aid specific service agreements. ~f such additional insurance is required far a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications, page i S ~C~NFI~I~T ~F INTEREST Q~JESTI~NNAIRE FQR~I ~Y For vendor or other erson loin business with local overnmental emit This questionnaire reflects changes made td the law by N.B.149~, ~Dth Leg., Regular Session. pFF ICE USE UNLY This questionnaire is being fled in accordance with chapter X76 of the Local Government Code by a c~r~ ~eceivea person who has a business relationship as defined by Section ~76,Og~ ~Twa} with a local governmental entity and the person meets requirements under Section ~?6.006~a}, ~y law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section ~ 7~,~D~, Local Government Code. A person commits en offense if the person knowingly violates Section X76,006, Local Government Code. An offense under this section is a Glass C misdemeanor, ~ Name of person who has business relationship with Iocal governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority nak later than the 7~' business day after the date the originally filed questionnaire becomes incomplete or inaccurate.} Name of local gavernmenk officer with wham filer has an employment or business relationship. Name of Officer This section, (ikem 3 including subparts A, B, C ~ D}, must be completed for each of'~cer with wham the filer has an employment or other business relat~vnship as defined by Section ~7~,op~ (~-a}, t.acal Oavemment Code. Attach additional pages to this Form CIO as necessary, A, is the local government officer named in this section receiving ar likely to receive taxable income, other khan investment income, from the tEler of the questionnaire? Yes ❑ Na B, is the Viler of the queskionnaire receiving or likely to receive #axable income, other than investment income, from ar at the direction of khe local government officer Warned in this section AND the taxable income is not received from the local governmental enkity? ❑ Yes ❑ No C. Is the filet of this questionnaire employed by a corporation or other business entity with respect to which the local governrner~t officer serves as an officer ar direcknr, ar holds are ownership of 1 Q percent yr more'l' Yes ~ Na D, describe each affiliation or business relationship. 4 Signature of person doing business with the governmental entity pate Ada~led 4fin91~~07' Page ~ ~ 3>35, ~ i~ ~ ~ 5, i t ~ ~t , ~ ~ a~, \\t dpi\M \ 5 q Yr~~~ ~ry~E ~ro 5 t ~~~~~5 ~ ~ ~c"" F ~A•~ ~^~L I ty h! 7. {ik1 Ynv ~1f'~ F ~ f ~n ~ a ~ /5 <;,l 'k- T.;'. f \ - . ~y~y~~V !j ~ ' ~ ; 4 rY ~ i Rd~ ~ ~ r ri ~F err 5~ ~ r hnY ! ) C.: . ,,y d ~ Y~ r ~~"y ' vx 3~ ~l~d ~r~ h A J 7~~5~ r!O 4d(YS~1'.1 ~?4 ~YU ~l~~~~n 6 ~ J,~..- ~va y i S i rf~NC a Frfa~ N~~ ~ ~ T 5, ~ ~~n .~~K~ '11r7~ .$SS 5 r1 'i PF .f f A ~41G'+4~ N 5~, C ^ ~~ff~ Wilt i~ < ~ ~ ~ A iSSf ~ ..~~rr a a. ~ 3j Y / S ~f a 1 T J M y ril ~ r .ay , C H~ i~ l,,a~r v , ~ a~~ ~ I f ~ ~~r ^r~, ~S ~L ~ ~bL,Y 5 ~ k < ~l fi y 5 k ' ~ ion)`` ~ ~ G~ > # r ~~1! - ~ GY V Jtx'#9 ~ ~ Y ~Y rr Y e r~ ~ i - t~ ~ ,.~5 w b1l ;~ru~ ~F ~ . b5~ ~ t t ~z ~ ~r4~ ~ 3 ~ y~ - ~~5;' r~(r i ;c#' ~ c u r n l r n <?CSC' p ~ a, ~t , wu Yi fir, s~ ~ ti ~ i,u~" d %~0 +rf k; r~ r~ o r ~f t ~ ,f~ ~ i~ 5 frl~~Fnt '4~'~ R ! 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Y A N i ■ It y / • ~ / N 1 ~ • ~ r r ■ e Y y N ~ r i ~ N i y i X111 ~ K { ~ r i Y R r r ~ • R r r i ~ r r ~ A i • • / ~w/ 11 x ~ R t y / M + ~ t r y ~ ~ f N ~ r ~ ~ R ■~l ~ ~ • R ■ • { r • r ~ y i ~ ~ r I 3 NR~1111r1~ A 1 • R i r r • ■ N ~ R • r r ~ N / ~ A y { R t r y fr N ~ A ~ ~ R i ~ i / ! i ■ • ~ 1 R r ~ N R - + t i ~ R y y 4 ~ ~ ylf R~1/ R i ~ ~ ~ i t ! r r { r ~ 1 i y i ~ r % / R ~ 1 i r 1 i ~ R ■ ■ { r ~ r 1 t • R x k' ~ r r / R r r r ~ I ] 1 S R i A N r tiirtiti r ■ ~ i ° i ~ • y r y / { Vw/ 1 r ~ i / ~ ~ r 1 i1R~ / 1 ~ R R ~ i ~ 1 R • ~ R r R N ~ y / i i r r ! + e ar 1~R i • k ■ r r 1 A y { R y r ■ N N r [ / ~ ■ ~ • { M r ~ t r t • ~ / i y r 1 N { r } • r • / i ~ ~ r M ~ r ~ j ~ r • l i ~ t 1 r r ■ r F f ~ _ ~ 1 1 ~ t ~ ~ i A.r 1 1~ , t N { A • 1 i R y~~~ r ~ ► ■ • f R ii R i y ~A i • wwN ■ ~ • ~ • ~ ~ i ! i ,~A ~ 1 ~ ~ + ` ~ i + • pVw) / i N t r i r y ■ • l'~ R ■ • x ~ r A r e ■ R ~ N r r ~ • ~ { r N R / ' ' r A • r R • ■ r 1' ■ R r { f r • r ! ♦ r ~ • R r t t y r r r r R ► r ; r i R ■ ■ R • y r R A i iy ■ r M i R ~f 1111 rillt Axlxr►/1'r yilrlrrr+ ~ rxx ■fff~ rrNrN■tIf ~'Y Y'n Q V . ~ ~ ~ T ~ ~ 4 ~1 ~ ~ ` ~ ~ ~ ~ ~ ~ momm" 0 ~ ~ ~ ~ ~ ~ ~ ■ wow ~ ~ ~ ~ ~ k c~ ~ ~ ~ ~ ~ ~ r ~ ~ ~ ~ I X13 ~ ~ ~ C~ ~ ~ ~ ~ 4~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~~I ~I ~ ~ ~ ~ ~ /w'N ~ ~ ~ ~ ~ ~ . l l ~1 ■ V j t llrl ~ ~ ~ yi'!^L-^• ~rw k rr~ ~ Y 1 ~ ~ ~ ~ tl Mw~W ~ w~r~ ~ ~ ~ ~ Lt.l ~ ~ ~ W ~ ~ ~ ~ ~ ~ ~ ~ ~ 4~ ~ ~7 Q~ ~ . Q ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Q~ ~ ~ ~ ~ ~ ~ ~ ~ ~ q ~ ~ ~ ~ ~ ~ ~ L ~ C~ 43 ~ ~ ~ ~ ~ ~ a ~ ~ ~ ~ ~ ~ ~ ~y ~ 1! ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ s ~ ~ ~ C~ a~ ~ ~ ~ ~ ~ ~ a ~ ~ ~ ~ ~ ~ « ~ ~ ~ ~ ~ C~ s rte' ~ f I~ ~ ~ ~ _l_ 1 ~ y~~ ■ ~11WA ~ C ~ ~ ~ a ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ L ~ (n ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ yy~ an'r'y ~ ~ ~ a ~y ~wr 4u ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ M t~ M ~r Q~ ~ ~ ~ ~ ~ ~ ~ ~ q ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Q~ ~ ~ ~ ~ ~ ~ ~ Y ■tNMll ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ r ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ . ~ 0 ® ~ o o ~ ~ o ~ rnrn~ VI r ~ W ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ r~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ q) ~ ~ ~ ~ ~ ~ t~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ..r..,, ~ ~ ~ ~ ~ 4~ q} ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ f ~ ~ ~ ~ ~ ~ ~ +r ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~~a a~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ c~ ~ ~ ~ ~ ~ ~ ~ ~ U ~ ~ ~ ~ ~ Q ~ ~ ~ ~ ~ ~~~~~~+~~~~~L ~ ~ L ~ 1~~...~..~1 ~R~ ~ ~ ~ ~ C~ ® ~ ~ o ~ r ~ w V y,~, ~ ~ ~ -W-- ~ ~ ~ ~ . ~ Cl) ~ ~ ~ x ~ s..r ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~S CCU ~ ~ ~ ~ ~ S~ ~ ,CU ~ ~ ~ ~ ~ ~ ! M~11~ ~ fir{ • MNINYY ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ C~ ~ ~ ~ ~ ~ ~ ~ C~ O ~ ~ ~ ~ ~ ~ ~ ~ 4~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~IIIIIAI~~ ~ ~ ~ ~ ~ ■ A MIMYM ~ ~ R ~a ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ M ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Q ~ ~ i- ~ t~ C~ ~ c~ ~ ~ ~ ~ ~ ~ ~ La ~ ~ . ~ ~ ~ 4~ ~ N e ~ e ~ ~ ~ s Q 0 tl3 ~ ~ Ga ~ ! ~ ~ ~ ~ c 0 ~ ~ 0 ~ ~ ~ ~ Ctl V ~C ~ ~ ~ .~~~U~~t~,~ d~la~~a~i~~v ~ 0 ~ ~ ~ N ~1 t~ o 0 4 ~ ~ ~ ~ C ~ ~ ~ ~ ~~,~Q ® ~a~ ~ ~ c 0 ~ ~ ~ ~zr~ ~ U v C v Q} p ~ q~ ~ 4} ~yy1 ~ .w ~w err _ i; ~ • r r M i • rrWwr ~ N C O ~ ~ ~ ~ ~ N ~ O ~ ~ ~ ~ v ~ ~ o ~ Q ~ _ ~ ~ ~ ~ II'~r~U ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~~CU~~ CA. 5~7~~ ~ C7 ~ ~ ~ ~ ~ N Q3 C3 N ~ Q} W 4 r... ~ ~ * ~ ~ ~ tU t~ p y s e~ C ~ ~ ~ G ~ II,~ ~ Q [ Q ~ D7 ~ ~ C~ ~ ~t~~ ~ ~ ~ e~ ~ c~ o ~ ti~ ~ ~~~,N ~~ti ~ `QIlF-t,~p.G~ ~i1vLl.u~~4~n ~ • • • • M 1 i • • • • s r.iry ~~j} N G ~ ~ .C U i:. ~ ~ ~ ~ Q ~ ~ ~ cU ~~L~~ Q~ ~ ~ ~ ~ ~ ~ 0 ~ ~ ~ ~ q3 ~Q Q ~~,~,C ~p~ ~ C? 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R3 ~ ~ ~ ~ ~ # v [a ~ N iU N N N ~ ~ ~ ~ a • • ~ • • • ~ • r~ rtf1 ~ W ~ r N w G 4j3 b ~ o t ro ~ ~ ~ C d~7 ~f ~ ~ ~ ~ C ~ p = c o~~~ ~ ~ 0 -R ~ C ~ ~ ~ ~ N ~~~~od~~' vct~~~gpjr~~=~t~ n A • ♦ ~ ~ ~ ~ R • ~ f • • ♦ • G ~ ro ~ ~ ~ ~ ~ ~ n. 1 ~ _ ~ ~ p ~ LL Q ~ 41 ~ O ~ ~ ~ ~ N ~ ~ ~ ~ ~ 0 ~ a ~ C p ~ .N ~ ~ N ~ ~ U~ # ♦ ♦ # R i # * 4 i • # i • ~ s~Mrrr~ e'1 ~~y ~ ~ ° ~ p ~ ~ ~ ~ ~~ro c~~ ~a ~~~~au ~ ~ N ~ ~ ~ c ~ ~F~ ~ ~ ~ ~ ~ ~ r~nu~.~NO~ ,~~~c~ n »C N ~ ~ ~ ~ ' ~ ~ ~ Q~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ v ~ ~ ~ ~ ~ N O C) C ~ ° ~ ~ q ~ rr 1~ili1~N:~P~ r ~ ~ ~ ~ ~ o ~ ~ ~ N ~ ~a ~ ~ ~ ~ ~ ~ ~ ~ a ..............~..~v.,,...,,,,._„m _ .x..,..w-.,.~a~.a..........,.v, .F~r...,,~.... ~ . ~ ~..rFR.sa ~ 7 L3 ® ~ ~ ~ c~ ~ ~ ~ .~..~._~__.~__.._~.m .~_...__._...._.w._......_._......._......~_....___.~~_...~ ~ m~.e.~..mW~.d.a...~. .,w ~ ~ ~ ~ ~ ~ o w ~ ~ ~m ~ «m.~_»._.r_......................,._.........u..__......_....._.........,......... ~ ~ . ~..._~J~lxak+~lN~Ih1UU4~ kRk~l_ ~ p U ~ ~ - ~ 'm ~ ~ ~ ~ ~ r ~ ~ ~ ~ ~ ~ o ~a - ~~c ~ ~~au ~o c~ ~ - ~ ~ ..__....~......__.~._..w...__... _.~.._._~....._~...r.~.._...._.____~, ~ ro 0.W i ~ ~ ~ ' ~ Q ❑ rrrrrrrrrrrr►arrrrrrwrrrrrrrrrrr~ C~ ~ F - ~ Q ~ ~ ~ ~ Q 0 V ~ ~ ~ ~ ~ ~ ~ ~ a ~ ~ ~ ~~r ~ w........_.. of w.... ~ ~,.M..._..M..,.. . w~lll~l MN~N ~{YNIt Ifrw11 M11NNrRN r/A111 t►rrrll~ ~ + ~ ~ ~ ~ ~ ~ a~'~~ _ _ r . . _ ~ ~ ~ ~ ~ _ ~ ~ t~ ~ ~ I ~ ~ ~ ~ + ~ ~ ~ ~ ~ Q ~ ~ ~ ~ ~ ~ ~ ~ m 4~ ~ Q ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ U ~ t~ ~ c~ ~ ~ f ~ ~ to ~ 2 CJ~ C~~ `~ti i ~ ~L 3 ~ ~ ~ 4 ~ ''d~'' ~ Gam, ~ € ~ C ~ ~ a~u~ ~ ~ ~ ~ ~ ~ ~ ~ ~ _ ~ ~ ~ ro ~ ~ ~ L ~ ~ ~ ~ ~ ~ p w ~ ~ ~ ~ D U ~ ~ ~ ~ ~ ~ ~ U ~ c ~ ~ ~ a~ ~ a~ ~ ' ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ a o 4 r.,..w 5 ar ,~6j f ~ ~ ~ 5 ~ o ~ ~ ~ ~ ~ I ~ ~ ~ ~ ~ a o ~ ~ tD tD cb ~~i~ iV~ h.` ? ~ fi: ,~;~cqq > ; A f to '.y~:~',C,!:36~~ v/ Sx :•'~H 9 i~fa, f'~YS~ sf '~rp a ~~t a~ ~ k~; r u o ~ ° :.~a a ~ ~ :k ~ =3 d w` ~ ~ 'u C ~ C ~ ~'3~"; ~ ~ ~ ..u;: ro v ❑ ~~~fM. ~ ~ ~ ~ a~ ~ ~ ; ~ ~ ~ U s ~ L ~ ~ v, ,zY ~ _ _ ACA44p.71 E ~ ~ ~C C~ ~ ~ (Cj ~ N ~ ~ ~ p A"'1 ~1"' ~ L~'~ C C Q1 N Q~ ~ ~ ©p ~ W ~ U a.a ~ ~ a ~ C C 'U C ,C C .C .C C .C D 5... 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Vf C W U a ~1 1A !n I^ ~I ~''l AA tt /~1 f~ ~l~ (Y~ ~1{ 1n ~y 9ti K'y.: illi► ~ W 1~.~ j„y ~ Vf ~+r ~ ~ ~ L1 /t V Vl ~ 4l wF W y~ ~ ¢qf rx IL1~J{ ~ J w~„~ ~ w w r r w ~r r w w■■ w r w r w w w M x■ w w r r w ~,<~.t,; ~~%c'% ;;±~AN~; y,~~r`, ~ly`Y;?~ ~~,,~e~Yrrs{t t Y+S~ 4l~fs }.~w s r""ti M~wS~~' ~ U V ~ ~ ~Fy? ~ ~ ~ ~ ~ ~ v ~ h W ~ ~ ~ a ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ V \J ~L{~ It ~ A ry i~F/) ~ "fi"r II•lYw M / `f• y ~ ter. ° ` ` ~ ~ L GL a ~ ~ ~ ~ ~ wr. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Q ~ ~ ~ = U ,L ~ ~Q ~ ~ ~ U ~ ~ C ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ G~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 'v ~ ~ ~ ~ e . ~ L, ~ ~ N ~ ~ U~ cn ° o ~ ~ ~ ~ ~ ~ ~ ~ ~ c~~ ~ ~ ~ ~ v ~ ~ ~ ~ a ~ ~ ~ ~ ~ ~ ~ ~ ~ ~o ~ ~ ~ ~ ~ ~ ~ v _ ~ ~ ~ ~ ~ ~ ~ ~ ,C w ~ ~ ~ ~ ~ ~ ~ ~ ~ U ~ G = ~ V ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ l ~ ~ ~ ~ ~ ~ ~ ~ G? ~ ~ ~ ~ ~ ~ ~ ~ Q ~ ~ ~ ~ a ~ ~ ~ ~ ~ a ~ ~ ~ Z3 ~ z3 ~ ~ ° ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ d~~~ ~ d~ ~ ` ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ d ~ ~ ~ ~ ~ Q ~C ~ 0 t'~ ~ ~ rn ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ C~ LZ~ ~ tl~ ~ ~ ~ r X33 N 4~ U5 ~ g~ Q ~ ~ ~ a M ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ _ ~ ~ ~ ~ ~ ~ ~ W ~ ~ c~ ~ ~ ~ ~ ,o ~ ~ C~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ m ~ ~ ~ .a o ~ ~ ~ ~ ~ ~ Z3 ~ ~ ~ ~ N ~ N ~ Q t~ ~ ~ N ~ ~ ~ U ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ o ~ ~ ~ C ~ ~ ~ ~ ~ ~ ~ L~.~ ~ i ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ t~ ~ ~ ~ ~ c ~ ~ ~ ~ ~ ~ ~ cn ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~U ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 0~ ~ ~ ~ ~ to ~ ~ ~ ~ ~ ~ C ~ ~ ~ ~ ~ ~ JCL N ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ C ~ ~ ~n Q ~ ~ ~ o~ ca ~ ~ o ~ ~ ~ ~ ~ 1 ~ ~ ~ ~ Q~ ~ ~ ~ ~ C~ ~ ~ ~ ~ ~ L ~ ~ ~L ~ („7 Q~ ~ ~ ~ ,fir ry ~ , Lid ~ ~ ~ v ~ ~ ~ ~ ~ ~ ~ a~ ~ ~ ~ V C /[~~~J ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 'Z3 ~ } U ~ 0 ~ 'r" C~ ~ ~ ao ~ Q ~ ~ W ~ ~ ~ (U ~ L` ~ ~ ~ Lam} L ~ ~ ~ ~ ~ ~ ~ Q ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ a ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ W ~ t~ cU ~ ~ ~ ~ C~ ~ ~ ~ ~ Q ~ ~ ~ ~ ~ ~ ~ C~ ~ ~ U ~ ~ ~ ❑ ~ ~ ~ L„ ~ 0 ~ C ~ ~ ~ ~ ~ ~ ~ ~ rrr d~ ~ ~ ~ ~ ~ ~ ~ o ~ ~ 0 U ~ N ~ ~ ~ ~ ~ ~ ~ ~ Q ~ ~ Z ~ ~ {~y o ~ (j ~ ~ ~ ~ ~ ~ ~ ~ ~ C~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ W ~ ~ ~ ~ ~ ~ L ~ ~ t~ Ca ~ C~ ~ ~ ~ a L + ~ O ~ ~ ~ ~ ~ C~ ~ ~ D ~ p ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 'o ~ ~ _ ~ ~ ~ o ~ ~a o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ono ~ ~ ECS ~ ~ ~ ~ ~ t~ ~ ~ ~ ~ ~ C~ t~~ ~ ~ ~ ~ ~ C~ s~ :w ~ ~ ~ ~ ~ ~ Q~ a ~ ~o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ o ~ R~~ ~ ~ ~ A1111a ~ ~ ~WY ~ ~ 4~ ~ ~ ~ ~ ~ ~ ~ C ~ ~ ~ ~ ~ ~ ~ ~ ~ 4~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ L ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ CL ~ s~ " 0 ~ ~ ~ ~ ~ ~ ~ ~ .~..R ,~„a ~ ,..,r ~~a ~ ~ ~ ~ ~ ~ ~ ~ . ~ . ~ ~ W ~ ~ ~ ~ ~ o ~ ~ ~ ~ ~•~C~. ~ ~ ~ ~ ~ ~ ~ Qv ~ ~ ~ ~ ~ ~ ~ •~.w ~+rr ~ ~ ~ (U ~ ~ ~~h ~ r~ err ~ ~ ~ ~ ~ ~ .S~ ~ k~ L~. ~ ~ _ ~ ~ ACS ~ ~ yew , ~ ~ .w.,w ~ ~ ` ►..rt i,,,•i ~ ~ ffL"~~ ~ ~ ~ L rah ~ ~ t~ ~ ~ ~ ~ . ~ ~~R~"~~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ . . ~ ~ ~ t~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ z~ ~ ~ _ ~ ~ ~ ~ ~ ~ m ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~~C~'~~~ t~S ~ ~ ' CCU ; ~ ~ ~ ~ ~ r ~ ~ ~ ~ ~ ~a~°~~cn~. ♦ f1w wNw y rrr . are ~ ~ ~ i «.r : 1i ~I y ; . M/ MwrK a ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ V U ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ o Q ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~rr ~ ~ «~.+R a ~r ~ ~ L ~ ~ ~ ~ ~ A y~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ . ~ ~ ~ ~ R may/ ~ i ~ ~ f ~~1] ;F~ ~ '1 f it ~ R ~ ~ M~4! ~w■ ~ ~ ~ ~ ~ ~ ~ F'ro'ect Arran ements and Billin Schedule MarketSphere's fees for the activities described in this agreement will be billed on a time and materials basis, plus actual out-of-packet expenses. ~ut~ofWpocket expenses including transportation, hotels, meals, etc.} will be billed at the actual amounts incurred not~to-exceed X22, 940, MarketSphere will bill in accordancewith the following billing schedule: ~i~~ir~g ~~ori~~ie~ ~i~1~ng ~+~~ai~s ~ilt~n~ date March Billing Actual hours incurred, plus expenses March 30, 241 ~ April Billing Actual hours incurred, plus expenses April 3D, 2a14 May Billing Actual hours incurred, plus expenses May 2010 June billing Actual hours incurred, plus expenses June 30, 2x14 July Billing Actual hours incurred, plus expenses July ~1, 2010 August Billing Actual hours incurred, plus expenses August 31, 2410 September Billing Actual hours incurred, plus expenses September 30, 201 Q October Billing Actual hours incurred, plus expenses ~3ctober ~1, 2010 Chan e order l'racess ~7uring the project either pa~Y may request, in writing in a form substantially similar to MarketSphere's standard farm of change order see form attached hereto, additions, deletions, or modifications to the scope or nature of the Services described in this Statement of 11~ork fall referred to hereinafter as "Changes"], MarketSphere shall have no obligation to commence work in connection with any Change until the fee andlor schedule impact of the Changers agreed upon in a written change order signed by bath MarketSphere and Client Upon a request far a Change, MarketSphere shall submit a proposal to Client on Market5phere's standard change aver form for in a form substantially similar to MarketSphere's standard change order form attached hereto describing the Changes, including, as applicable, the impact of such Changes an schedule and fees and expenses. Within 5 days of receipt of the proposed change order, Client shall either indicate its acceptance ofthe proposed Changes by signing the changeorderoradvise MarketSphere nano perform the Changes, in which event MarketSphere shall proceed with tl~e original Services. The foregoing notwithstanding, if MarketSphere, at the request of ar with notice to Client, performs work that is not cpvered by this Statement of Work or that exceeds the scope ofi Services described in this Statement of Work, such work shall be deemed Services provided pursuant to this Statement of vlvork, for which Client shall compensate MarketSphere at the same rates as those described in this l=xhibit. ~ a~~~ ~ ~ ~ r jdate~ CClient contact name] ~camplete legal name of Ghent entity ~Cll~nt address dear Client contact name]: This Change order, including any appendices, schedules, andlar attachments, documents changes tv the Statement of vllork between ~larketSphere Consulting, LL.C ~t`MarketSphere"} and Client's complete legs( named ~"Client"}dated , ~gg„~,, including any prior Change Crder~s} or amendments thereto the "Statement of Work"}, This Change Order constitutes the entire understanding and agreement between Client and I~arketSphere wi#h respect to such changes, supersedes all prior oral and written communications with respect to such changes including, but not limited to, written change requests}, and maybe amended, modified or changed only in writing when signed by bath partiesr The sections} of the Statement of Work set forth below islare hereby amended, effective as of the date first written above, by adding at the conclusion of the respective sectian~s}the following text: Proj,~ct Scope and Qb1ectives, jdescribe any changes to this section here or, if there are Wane, delete this form field along with the section label immediately above 1t~arketS here Services and des ansibilities describe any changes to this section here or, if there are none, delete this farm field along with the section label immediately above] deliverables describe any changes to this section here ar, ifthere are none,. delete this form field along with the section label immediately abave~ ~cce~t~ance describe any changes to this section here or, if there are Wane, delete this form field along with the section label immediately above Client Responsibilities describe any changes to this section here ar, if there are none, delete this form field clang with the section label immediately above] Pra~ject Assumptions describe any changes to this sectian here ar, if there are Wane, delete this form field along with the section label immediately above Project Approach describe any changes to this section here, including the impact any other changes herein will have on schedule, ar, if there are none, delete this form field along with the section label immediately above St__ aff~ng describe any changes to this section here or, if there are Wane, delete this form field along with the section label immediately above] Fees & expenses [describe the impact that any changes above will have an fees and expenses or, if there is none, delete this farm field clang with the section label immediately above] Except as expressly modified herein, all other terms and conditions of the Statement of vllork and the Standard business Terms remain unchanged, Please indicate your agreement to these arrangements by signing and returning to MarketSphere the enclosed copy of this Change order. Very truly yours, MARK~TSPHERE C~NS~ILTIN~, LLC sy: Officer Acknavuledged and Accepted. [CLIENT'S C0~(PL~T~ LF~AL NAMFj Ey~ Title: Date;