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7448 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 Not Applicable 7448RFP AMI--AMR FEASIBILITY STUDY Crystal Westbrook December 17, 2020 N/A 20-2508 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 18 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7448 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Jacobs Engineering Group Inc. , with its corporate office at 1999 Bryan Street, Dallas, TX 75201, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, AMI-AMR Feasibility Study, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFP 7448-AMI-AMR Feasibility Study, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 12/17/2020 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 18 B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. D. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit B. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 18 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $79,720. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 18 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 18 ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL THIRD PARTY LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 18 C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Jacobs Engineering Group Inc. City of Denton Phil Yerby, P.E. Principal Purchasing Manager –File 7448 1999 Bryan Street 901B Texas Street Dallas, TX 75201 Denton, Texas 76209 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 18 negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 18 and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFP 7448-AMI-AMR Feasibility Study for the City of Denton (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Compensation Rate Sheet and Project Schedule Exhibit C – Consultant’s Insurance Requirements What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Tommy McClung. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 18 as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 18 ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 18 The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CITY OF DENTON, TEXAS “OWNER” __________________________________ TODD HILEMAN, CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ JACOBS ENGINEERING GROUP, INC., A DELWARE CORPORATION “CONSULTANT” __________________________________ BY: PHIL YERBY ITS: VICE PRESIDENT/PRINCIPLE __________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: ____________________________ DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 Operations Leader N/A Sindhu Avalokita Water/Wastewater Utilties Interim Director Water/Wastewater Terrance Naulty 12/17/2020 AMI/AMR Feasibility Study City of Denton, Texas August 31, 2020 RFP#7448-AMI-AMR FEASIBILITY STUDY AMI/AMR Feasbility Study EXHIBIT BDocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 August 31, 2020 Crystal Westbrook 901-B Texas Street Denton, TX 76209 USA Subject: AMI/AMR Feasibility Study RFP# 7448 Dear Ms. Westbrook: Jacobs is excited about the opportunity to assist the City of Denton to develop a city-wide metering strategy that is cost effective and sustainable while delivering significant benefits through targeted operational and customer service improvements. Jacobs recognizes the importance of water metering within the utility enterprise, not only as the “cash register” but also as an important tool to measure customer behavior and effectively deliver water service. Our holistic approach that begins with the end in mind ensures that the City will develop a successful long-term strategy. Our team of smart metering experts has current knowledge of the latest AMI and AMR systems and extensive hands on experience implementing these systems, particularly for utilities similar in size to Denton. This will enable the City to fully understand the technology landscape as well as the corre- sponding market pricing for each component of the system. As an engineering consulting firm that also runs and operates water utilities, we have specific firsthand knowledge of the value drivers of smart metering. This knowledge will be key in identifying and quantifying the tangible and soft benefits for the City of Denton. It is the depth and breadth of Jacobs capabilities that will enhance our Team’s ability to identify for Denton more ways to leverage AMI data. Initiatives such as reducing apparent and real water loss, identifying customer leaks earlier, and improved capital planning are some of the smart metering program initiatives identified in our feasibility project methodology. Finally, our local leadership, customer focus, and specific water domain expertise will ensure that this project is delivered successfully and on-schedule, as we did for the City of Highland Village. Jacobs will provide the City with a clear roadmap and defensible cost-benefit analysis to inform your smart metering journey. Further, as your Project Manager, I will bring direct experience in evaluating the technical and financial efficacy of integrated water and electric smart metering systems at Commonwealth Edison and at San Antonio Water System with CPS Energy. We are 100 percent committed to this project and available to start immediately. We look forward to partnering with you and answering any questions you may have. Very truly yours, Jacobs Engineering Group Inc. Tommy McClung Phil Yerby, PE Project Manager Principal in Charge 832-331-2142 214-802-1206 DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 Table of Contents 1. Background & Experience .............................................................................................................................................. 1 1.1 Minimum Qualifications .................................................................................................................................................................. 1 1.2 Company Background...................................................................................................................................................................... 1 1.3 Qualifications of the Jacobs Team .............................................................................................................................................. 2 1.4 Jacobs’s Experience and Project References .......................................................................................................................... 2 1.5 References ............................................................................................................................................................................................ 3 2. Scope of Services ............................................................................................................................................................. 5 2.1 Task 1: Project Management ......................................................................................................................................................... 5 2.2 Task 2A: Assessment of Existing Metering System .............................................................................................................. 6 2.3 Task 2B: Compatibility Assessment of Existing Billing System ....................................................................................... 8 2.4 Task 3: Evaluation of Advanced Metering Infrastructure System Technologies ...................................................... 9 2.5 Task 4: Financial Analysis ............................................................................................................................................................ 11 2.6 Task 5: Business Case Recommendations............................................................................................................................. 14 2.7 Task 6: AMR/AMI Implementation Plan ................................................................................................................................ 15 3. Team Bios and Resumes ............................................................................................................................................. 16 4. Pricing ............................................................................................................................................................................. 24 DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 1 1. Background & Experience 1.1 Minimum Qualifications The smart metering team at Jacobs is exclusively focused on water automatic meter reading (AMR) and advanced metering infrastructure (AMI) projects and exceeds the minimum requirements as stated in the RFP. We have been continually in the business of providing AMI/AMR consulting and program management for more than 10 years, as demonstrated by our successful completion of the Cleveland Water program that started in 2008. During that time, we were also involved and oversaw 17 large AMI projects, each with over 50,000 service meters. This requirement is demonstrated by our three referenced accounts: Forsyth County, Columbia, and Aurora. 1.2 Company Background Founded in 1947, Jacobs has $13 billion in revenue, a talent force of more than 55,000 and is the largest engineering consulting firm in The Metroplex, with nearly 2,900 staff. Our Dallas-based global headquarters and large Fort Worth Design Center provides a full spectrum of professional services including consulting, technical, scientific and project delivery. With our proposed project manager located in Houston, your AMI project will be led by local resources. We employ a comprehensive client-centric approach to the development of AMI/AMR programs based on leading industry knowledge and insight. Through our experience representing utilities, we maintain our industry-leading position and up-to-date technical knowledge regarding communication networks, system functionality, and device-specific capabilities. This knowledge is invaluable as we work with the City to develop specific functional objectives for AMI/AMR, and determine which technical solutions are feasible. Functional objectives such as improved metering accuracy and earlier identification of customer leaks are outputs to our tailored approach to AMI/AMR programs. Our approach emphasizes matching the right technology with your specific needs to confirm that the selected AMI/AMR system serves the long-term goals and objectives of providing residents with outstanding quality, service, and value. We understand that the City is ultimately focused on delivering water service, not just a technology project, so we take a holistic approach to deliver proven AMI solutions that improve not just meter-to-cash, but overall utility operations. Selecting Jacobs as your AMI/AMR Feasibility Consultant will assist Denton in identifying critical program initiatives such as: • Enhanced Water loss control programs such as where we implemented in Cleveland Water • Defining how to leverage AMI data in creating District Metering Areas and developing an analytic dashboard that supported early leak detection as we did in Gwinnett County • Active pressure and transient mitigation to reduce bursts and background leakage as we did at South East Water. “Jacobs helped us manage complexity, move forward with confidence, and enhance customer service.” – Jason Shaw Project Manager Columbia, SC DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 2 1.3 Qualifications of the Jacobs Team Providing senior leadership for the project will be Jacobs’ Global Technology Leader and senior director, Jaason Englesmith. With over 20 years of experience, Jaason is a globally recognized AMI expert and will serve as the strategy lead and senior reviewer. Jaason currently serves on the Big Data Advisory Board for San Francisco State University and is a member of the AWWA Customer Metering Practices Committee, as well as the Meter Data Analytics and AMI Systems Technology subcommittees. Our team will be managed by our local project manager, Tommy McClung who has more than 15 years of experience in smart metering, technical integration, and data analytics. Joy Swenson, our global transformation lead, and Steve Sauder, our global business intelligence lead, are also part of the core team, which together has been instrumental in the success of dozens of AMI/AMR projects, helping clients unlock the value of smart metering. 1.4 Jacobs’s Experience Jacobs has delivered over 30 water-specific AMI projects, representing 6.3 million meters and $1.6 billion in capital investment. We firmly believe that an in-depth understanding of water utility operations is critical to these projects and that gas or electric utility experience doesn’t provide the full understanding necessary to effectively manage risks to a water utility undergoing an AMI implementation. Our clients benefit from our insight of key differentiators specific to the water industry such as understanding the inaccuracies in water metering and the impact on non-revenue water; residential water metering technologies (i.e., positive displacement, ultrasonic, and magnetic); cross-connection protection of potable water systems; and devices that support remote valve operation and other advanced on-the-edge technologies. From utility managers who have managed AMI/AMR system upgrades, to hands-on staff who have changed out meters, to specialists who manage customer service and billing activities, our folks have “been there and done that.” Jacobs can provide these resources for lessons learned discussions and ongoing dialogue with Denton city staff throughout the project, so you can be sure your expectations are clearly defined, met, and even exceeded. Our team’s domain expertise and relevant experience in the water sector sets us apart from our peers, providing our clients with tools to manage risks such as vendor hyperbole and over promising around issues like network coverage and excessive device failures. Our industry-leading position and knowledge of existing and emerging technologies enable us to act as a trusted advisor. 1.5 Past Projects A summary of our recent relevant experience is provided in Figure 1. We have only included recent water-specific projects that would be relevant for the City to consider in reference to this particular scope of services. The three projects with more than 50,000 service meters, which demonstrate that we meet (and exceed) the minimum qualifications are also provided as our referenced accounts in Section 1.6, and these past projects are in bold and also identified by an asterisks (*) in Figure 1. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 3 Client Customers Business Case Procurement Pilot Implementation Other PUB (Singapore) 1,500,000 ◼ ◼ ◼ ◼ PRASA (PR) 1,200,000 ◼ South East Water (UK) 900,000 ◼ ◼ Cleveland, OH 425,000 ◼ ◼ ◼ Louisville, KY 325,000 ◼ ◼ ◼ Charlotte, NC 260,000 ◼ Gwinnett County, GA 250,000 ◼ Cincinnati, OH 240,000 ◼ Hunter Water (AU) 185,000 ◼ * Columbia, SC 150,000 ◼ ◼ ◼ The Villages, FL 110,000 ◼ Fort Wayne, IN 105,000 ◼ ◼ Montgomery, AL 90,000 ◼ Cocoa, FL 90,000 ◼ * Aurora, CO 85,000 ◼ ◼ ◼ * Forsyth County, GA 62,000 ◼ ◼ ◼ St Lucia 60,000 ◼ Toowoomba (AU) 60,000 ◼ ◼ ◼ Pembroke Pines, FL 43,000 ◼ Fayetteville, AR 43,000 ◼ Bellevue, WA 40,000 ◼ Okaloosa, FL 35,000 ◼ Santa Cruz, CA 28,000 ◼ ◼ ◼ Delaware, OH 12,000 ◼ ◼ Jordan Valley, UT 10,000 ◼ ◼ Highland Village, TX 5,000 ◼ Figure 1: Jacobs Relevant Water-Specific AMI/AMR Experience (*) Indicates a Referenced Account 1.6 References Past performance is the best indicator of future success. Therefore, client references offer a valuable assessment of a firm’s capabilities, commitment, and reliability. Jacobs is uniquely qualified provide the City with consulting services to manage the feasibility study. Columbia Water Water AMI Feasibility Jason Shaw, Project Manager 803-528-7677 jashaw@columbiasc.net 1339 Main Street, Columbia, SC 29201 Jacobs has supported the City of Columbia throughout their smart metering journey and is now providing full program management oversight for the implementation of 150,000 meters after the business case and procurement phases. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 4 City of Aurora Water AMI Feasibility Sarah Young, Deputy Director 303-908-8945 syoung@auroragov.org 15151 E. Alameda Parkway Aurora, CO 80012 Jacobs has been a trusted partner for the City of Aurora for many years during their smart metering journey. We performed a feasibility study and procurement for 85,000 meters and provided support for a proof of concept during their “controlled launch” for full implementation. Forsyth County Water AMI Feasibility Tim Perkins, Director 770-886-2796 TMPerkins@ForsythCo.com 110 East Main Street Cumming, GA 30040 Facing growing issues with outdated infrastructure, we partnered with the County to develop a smart metering roadmap including quantifying target benefits for their 62,000 customers. Following the business case, we are now supporting their RFP development to acquire a full AMI solution. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 5 2. Scope of Services Jacobs is excited about the opportunity to assist the City of Denton in performing a feasibility study to support your smart metering project. Our knowledge will enable us to develop an accurate technology assessment and evaluation that is based on actual performance rather than on potentially unwarranted vendor claims. 2.1 Task 1: Project Management Clear and concise client communication is the foundation of our management approach, which has resulted in delivery efficiencies on other AMI/AMR projects. Key components include understanding and incorporating your project-specific priorities and success factors resulting in the reliable outcome you expect. In our experience, frequent and regular team meetings are a vital contributor to the success of AMI/AMR programs. To that end, we propose to hold regular team meetings as described below. We will use Microsoft Project for initial schedule development and monitoring. We will recommend key staff from the City to be involved in the project team and establish a steering group of senior managers to keep engaged on the status of the program and provide key decision points where necessary. Team Meetings – Beginning at Notice to Proceed, the project manager will schedule progress meetings to be held with the City’s Project Manager and other core City staff to review program progress. Executive Review Meetings – Meetings will be held with the City to communicate the overall status of each task or activity to executive staff and key stakeholders in other departments. The project manager will attend, along with any technical team members needed to address specific schedule items. Detailed task elements and schedules will be identified in consultation with City staff at the program’s outset. Our project manager will review the schedule to confirm that work elements are proceeding as planned. A schedule status report will be provided to the City as part of monthly reporting, reflecting the status of budget and resources allocated, used, and remaining. Jacobs anticipates completing this project within 6 months of notice to proceed. Figure 2 shows the proposed project schedule by task and subtask. To mitigate any potential schedule delays, Jacobs will maintain an early and often communication philosophy with the project team and steering group. Assumptions: • Executive review meetings will be scheduled to coincide with staff project meetings. Deliverables: • Project instructions, meeting/workshop agenda and minutes • Monthly status reports with invoices “The best money we ever spent was hiring Jacobs.” – Scott Kriston Public Works Director Highland Village, TX DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 6 Figure 2: Proposed Projected Schedule 2.2 Task 2A: Assessment of Existing Metering System Understanding the existing metering infrastructure as well as the City’s objectives for an AMI/AMR upgrade is essential to defining the project and associated technology. Within ten working days from commencement of the contract, our Jacobs subject matter experts will schedule a kickoff meeting to introduce the team and provide a broad overview of the scope of work and objectives of the project. In preparation for these discussions, we request an existing meter inventory as well as any prior studies, water audits, meter test results, and organizational information that we can review. The Request for Information (RFI) also includes a request for at least 12 months of field work order activities. Task Subtask 09-20 10-20 11-20 12-20 01-21 02-21 03-21 Months AMI/AMR Feasibility Study Task 1: Project Management Monthly meetings Recommended City team Assess City staff capacity Task 2A: Assessment of Existing Metering System Kickoff and Interviews Identify functional objectives Document findings - Review Meeting Task 2B: Compatibility Assessment of Existing Billing System Assessment of NorthStar with AMI Transition plan for billing system - Review Meeting Task 3: Evaluation of Advanced Metering Infrastructure System Technologies AMR, AMI, and Hybrid Risks and mitigations DME collaboration Document findings - Review Meeting Task 4: Financial Analysis Develop Cost Estimates Populate Model, including base case Funding options Rate impacts Document findings - Review Meeting Task 5: Business Case Recommendations Compile Draft Feasibility Report Organizational impact - Review Meeting Task 6: AMR/AMI Implementation Plan Phasing and deployment Communications plan - Review Meeting DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 7 We will work with staff to determine which assets should be replaced and/or migrated to the new system based on age, condition, and compatibility, with an interest in developing uniformity across the meter inventory. Replacement of existing meters, boxes, and lids is one of the largest cost elements of AMI/AMR projects, so retrofitting or upgrading existing assets can result in significant cost savings. Figure 3 presents an example of meter age distribution. The age of meters and meter test data will be used to estimate the benefits of improved registration (increased revenue) through the replacement of “slowing” older meters with new more accurate meters. Jacobs will also identify field activities that could be reduced or eliminated such as re-checks (high/low reads) and transfers (move-in/outs), etc. Figure 3: Residential Meter Age Distribution In our experience, to leverage the investment in AMI technology, and harness the value drivers, it is very important to understand current and future utility operations, not only meter reading and billing. A key differentiator in our approach is we perform both an operational assessment to determine functional objectives as well as an organizational assessment to confirm the operational changes required to analyze and leverage the interval data. Our team will conduct a series of interviews with each utility department or functional area, including Denton Municipal Electric, to discuss objectives and organizational impacts. AMI technology can have an impact on the entire enterprise (IT, operations, engineering, field service, maintenance, customer service, meter reading, finance, etc.) and we want to make sure everyone has a voice in the definition of the program. To maximize the value provided by a new system deployment, 0 5,000 10,000 15,000 20,000 25,000 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28Number of MetersYears Since Install Residential Meter Age Distribution DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 8 each employee needs to understand the benefits associated with interval data. We will work with City staff to evaluate each benefit and rate them Low, Medium, or High based on level of interest and applicability to City goals. The ratings will be used to drive the conversation related to functional objectives. Some of the common topic areas that we will cover include leak detection, abnormal usage, safety concerns, remote shut-off, theft and tamper detection, backflow detection, customer portal, and water loss control. AMI/AMR is not a “one size fits all” technology, so a carefully tailored assessment is critical, so the City pursues the right technology resulting in added value to its specific operational culture and customers. Engaging stakeholders early in the process encourages buy-in from across the utility and leads to higher probabilities for successful delivery. This enables our team to begin with the end in mind. Assumptions: • Data provided in response to requests is assumed to be complete and timely (within 5 business days). • Our team will conduct a series of interviews following the kick-off to include meetings with each utility department or functional area. Deliverables: • Request for Information (RFI) • Meter change-over strategy • Documented functional objectives for AMI 2.3 Task 2B: Compatibility Assessment of Existing Billing System One of the critical enablers of AMI benefits is the integration of the AMI system (Head End and/or MDMS) with the City’s other systems. The NorthStar customer information and billing system is one particularly important integration which enables practical functionality such as final reads, consumption analysis to research high bill complaints, and monitoring customers whose service has been terminated to make sure it stays off. Our team has the technical expertise necessary to provide an assessment of the compatibility of the City’s existing billing system. The team also has the technical expertise to support the integration efforts between AMI software applications and NorthStar. While NorthStar is compatible with all reputable AMI systems, our assessment will confirm the City does not have any customizations that negatively affect the integration. A comprehensive integration provides a great deal of value during the meter change‐out. When meters are replaced during the implementation phase, a daily file is received from the AMI vendor including the new meter details. An interface uses that file to automatically update the meter properties at the upgraded account. This process can include a series of quality control checks to avoid duplicate serial numbers or mis‐keyed information from hardware not in the system of record. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 9 Our team brings technical expertise in AMI/AMR software, customer service and billing applications such as Banner, GIS systems such as ESRI’s Arc products, web technology, and a variety of other software products resulting in the full-service capabilities you’re looking for to effectively deliver this project. Every interface must be managed, maintained, and upgraded (almost every time there is a version change in one of the software applications). Unless data sets have unique “homes,” multiple databases need to be synchronized. For example, data from an MIU change‐out work order needs to update the AMI system database and perhaps the CIS. We have learned from our other AMI projects that it is essential to be explicit about the costs and responsibilities for these interfaces, and to engage the software vendor or application developer early to provide time to scope, develop, test, document and train utility staff. If we find any customizations during our assessment that will require additional or unique work, we will document the required information in our assessment report and transition plan. Assumptions: • Staff discussions necessary to perform this assessment will be conducted in coordination with the series of interviews that take place in Task 2A. Deliverables: • Assessment of AMI compatibility with existing billing system 2.4 Task 3: Evaluation of Advanced Metering Infrastructure System Technologies Our team will work with the City to discuss and compare current and alternative AMR and AMI meter reading technologies to identify viable solutions, including hybrid deployments, that support the identified goals of the City. Discussions will address the City’s vision for future communication architecture (such as Smart Cities) and explore fixed and mobile network technologies (RF, Cellular, LoRa, IPv6) as well as one-way, two-way, licensed, mesh, star, etc. that meet the functional requirements that are identified. We will also explore the possible coordination with Denton Municipal Electric (DME) to share their AMI Network. Jacobs has performed this service for several other utilities to determine if the synergies and potential savings exceed the risks and other costs. We are helping Singapore PUB look at possible collaboration with Singapore Power’s network that uses an Itron Gen 5 network. We also conducted a multi-utility network assessment for the City of Columbia, Commonwealth Edison, and San Antonio Water System. We have also proposed to support similar discussions between the City of Tampa water utility and the Tampa Electric Company (TECO). DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 10 We will ensure that the identified technologies meet the City’s current needs with the ability to accommodate its future vision. This will be accomplished by investigating alternatives that include standards-based networks that could allow for third-party devices beyond meter reading to be ‘heard’ over the AMI network. We will not try to eliminate specific vendors but, rather, we will work to identify platform technologies that best fit the requirements of the City. Figure 4 illustrates the evolution of meter reading over the past 10-15 years. Figure 4: Evolution of Meter Reading An assessment of the staffing impacts will be performed, including the number of fulltime equivalent positions (FTEs) required for meter reading, field service, etc. in the future state, assuming that identified process improvements are successfully implemented. Finally, our team will define potential business risks and mitigation strategies through meetings with internal stakeholders. We will utilize a tool developed and enhanced by working with many utility clients over the last several years to document risks, assign a risk score, and prioritize the risks. When we have completed the risk assessment, our team will lead a discussion to agree on a comprehensive risk mitigation strategy. From that point, the risks can be identified by their likelihood and severity, which provides a sense of how many risks are above or below a set threshold. Assumptions: • Staff discussions necessary to perform this assessment will be conducted in coordination with the series of interviews that take place in Task 2A. Deliverables: • Comparison and recommendation of meter reading technologies • Staffing impacts • Risk assessment and mitigations DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 11 2.5 Task 4: Financial Analysis Our team will make our existing probabilistic business case model available for the City to accelerate this work and deliver added value without having to start from scratch. This model will be tailored for the City and used to articulate target benefits and costs, and to explore the return on investment based on a range of values rather than specific targets. This model enables us to provide a confidence range for inputs and assumptions and an understanding of relative sensitivities to each of the business case drivers. Not only does this provide greater insight into the realities of potential savings, it also enables us to improve risk management during implementation to confirm that highly sensitive value drivers are carefully managed to succeed. The analysis and findings from previous tasks serve as inputs to the model, which inform both the budgetary cost and the target benefits. We layer onto the dashboard various toggles and sliders to help explore project alternatives such duration of implementation, age of meters to replace, the use of static meters, and the implementation of remote disconnect devices as illustrated in Figure 5. This ‘scenario gaming’ provides the City with further confidence in their smart metering journey and enables data- driven decisions to inform the implementation strategy. Figure 5: Sample AMI Business Case Dashboard DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 12 The meter changeout program defines what assets need to be replaced or retained which, along with the selected technology options, are used for the budgetary cost estimate(s). Our team includes the initial capital cost for equipment such as meters, radios, collectors, installation, project management, IT system integration, and contingency as well as the ongoing operations and maintenance costs for services such as software, licenses, hosting, backhaul, and collector maintenance, among others. Our team also quantifies target benefits based on reduced meter reading costs, improved registration savings, reduction in field work orders, and organization impacts, among others. We identify potential benefits the organization may receive from interval data, which will be available as a result of the new technology, and how the City could leverage that information to improve customer service, billing, and system operation based on findings from Task 2. Additional efficiency improvements in business processes can be had but tend to be the second or third most important business case element behind labor reductions and revenue improvement opportunities. Understanding existing business processes and anticipated improvements or changes to those processes is essential to successful deployment. Our team will work with process owners and subject matter experts to understand how the various process improvements will affect the business case, timing, and dependencies. The City will likely identify immediate, near term, and long-term process improvements relative to the adaptability of advanced analytics as illustrated in Figure 6. Figure 6: AMI Benefit Maturity Chart DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 13 For example, process changes such as eliminating truck rolls for customer inquiries can be implemented immediately following training of customer service representatives. Other changes such as actively managing storage levels to minimize pumping volumes and potential nitrification will require advanced analytics and likely a longer-term implementation horizon. Below are examples of target benefits and key drivers that our team has identified with other utilities, and we explore these and others with the City to determine all the associated benefits of AMI. Direct (tangible) Benefits: 1. Demand management (capital deferral), leak reduction, and timely feedback for conservation 2. Reduced apparent losses (improved registration, greater low flow accuracy) and mass balance 3. Reduced meter reading and field service labor and vehicles 4. Avoided cost of base-case meter/radio replacement Indirect (soft) Benefits: 1. Improved maintenance scheduling and route management for meters 2. Reduced estimated bills and customer adjustments 3. Improved water accountability 4. Improved morale, increased safety, and reduced emissions 5. Enforcement of restrictions through data management A lifecycle cost analysis is performed, and a net present value (NPV) is calculated so we can compare the cost-benefit for various system types over 20 years of ownership. We provide a cashflow for each scenario, showing the annual requirements as well as the years to payback, internal rate of return, and potential impact the rates so the City can effectively compare the cost-benefit results of each scenario. Scenarios are included for the Base Case (status quo), full AMI, along with hybrid options, and other alternatives. Also included in this task will be a facilitated discussion about potential funding mechanisms as well as available grants to help subsidize the cost of AMI. Our team has an awareness of both local and international funding options and will work with the City to identify likely candidates. A recent example was the award in August 2020 of a USD$20 million loan with an interest rate of 0.57% for our client in Forsyth County, Georgia to fully fund their AMI program. Assumptions: • A Cost-Benefit Model workshop and follow-up discussions will be led by our strategy lead, to confirm assumptions, inputs, and scenario definition. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 14 Deliverables: • Business case outputs including budgetary cost and target benefits • Annual cashflow report and payback metrics for selected scenarios 2.6 Task 5: Business Case Recommendations The results of the above tasks are incorporated into a single document that summarizes the findings of the first phase of the project. This document not only serves as a record of the work that was accomplished, but also as a consensus builder among stakeholders and a launching point for the next phase of the project. The contents of the report will include chapters from each of the above tasks highlighting the key recommendations in each, including: • Optimal AMI system to be implemented • Technology options with advantages and disadvantages • Meter change-over strategy • Summary financial analysis • Schedule for installation • Organizational impact Our team will also provide a high-level communications plan addressing internal stakeholders and setting the right foundation to support change management and develop an interest in new ways of working. We have found that such internal communications are critical to supporting a successful external rollout. All staff need to be equipped with accurate information and a sense of ownership based on fact rather than rumor. The plan will be tailored to different types of staff and will include tools, such as an intranet site, fact sheets, and a FAQ, that will help educate staff, as well as methods for reaching out to them. These methods will include briefings at staff meetings, drop-in open houses, and field visits for staff to learn hands-on about advanced meters. Assumptions: • One set of consolidated review comments will be provided by the City. Deliverables: • Communication plan • Draft and final System Evaluation Report DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 15 2.7 Task 6: AMR/AMI Implementation Plan We provide a high-level, multifaceted implementation plan outlining the recommended roadmap for completion of the AMI project based on the above assessment tasks. We believe thorough development of such a plan and active engagement of key staff in its creation is critically important to program success. Planning for meter and network deployment is a critical first step in undertaking a large water meter upgrade project. Without careful planning and consideration, meters reads can be estimated, increased calls can pour into the utility’s customer service center, and the utility will quickly lose credibility with its customers. On big implementation projects like Cleveland and Columbia, careful planning occurred exactly for these purposes to prevent the project from derailing before it could get off the ground. The implementation plan will include a preliminary deployment timeline that will consider budget constraints, meter deployment strategy (including a phased approach), opportunistic installations, and other considerations. The timeline will be used to develop milestone requirements that will be included in the tender specification for the AMI vendor. Assumptions: • One feasible scenario will be selected by the City to include in the implementation plan. Deliverables: • Draft and final AMI Implementation Plan. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 16 3. Team Bios and Resumes Team Member Skills and Experience KEY PERSONNEL Tommy McClung Project Manager Education: M.A., Public Administration, University of Houston; B.S., Math, Education, The University of Texas Tommy McClung is our local project manager. Tommy has more than 15 years of experience with advanced metering, meter data management and analytics applications and data integration. Tommy was the AMI system owner for the City of Houston’s AMI project, so he brings first-hand MDMS and billing system expertise to our team. Jaason Englesmith Strategy Lead Education: Pursuing a master’s degree in Management Science and Engineering, Stanford University; BS, Mathematics, Economics, Occidental College Jaason is the global technology leader and head of advisory services for smart metering at Jacobs. With over 20 years of experience, he is a globally recognized AMI expert and helps utilities unlock the value of technology through digital and organizational transformation. Joy Swenson Transformation Lead Education: MS, International Communications, Pepperdine University; BA, Mass Communications and Political Science, Denver University Joy is the global SME for transformation in the smart metering practice at Jacobs. She has 30 years of experience creating and implementing effective business strategies to strengthen the operational performance, employee commitment, and customer focus for water utilities. She has also led major process improvement projects during AMI implementation for clients such as Louisville Water Company, City of Columbia, and City of Fort Wayne. Steve Sauder Business Intelligence Lead Education: MsC., Integrated Water Resource Management, McGill University; M.A., Disaster and Emergency Management, York University; B.A. International Development and Geographic Information Systems, McGill University Steve is the global SME for business intelligence in the smart metering practice at Jacobs. He has seven years of experience as a water professional. He focuses on generating actionable insight with project data. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 17 Education M.A., Public Administration, University of Houston B.S., Math, Education, The University of Texas Memberships American Water Works Association (AWWA) Member Texas Water Conservation Advisory Council Key Qualifications Blogs/publications: What's Next for Water AMI; Water Utility Workforce of the Future; Advanced Metering Infrastructure Underpins a Smart Water Utility (July OpFlow Article); Whitehouse Water Summit: Recaps and Insights; Author of data analytic research paper titled: State of Advanced Metering Infrastructure (AMS) and Data Analytics Adoption Seminar Facilitations: American Water Works Association, Illinois Chapter workshop on Getting Beyond AMI: http://www.isawwa.org/event/02- 23-16; Texas Water Resources Institute (TWRI) AMI Workshop in Fort Worth; EUCI Smart Water Summit Selected conference panelist and national speaker on smart water and water utility transformation Relevant Experience Mr. McClung is our local project manager. Mr. McClung has more than 15 years of experience with advanced metering, meter data management and analytics applications and data integration. Mr. McClung was the AMI system owner for the City of Houston’s AMI project, so he brings first-hand MDMS and billing system expertise to our team Tommy McClung | Project Manager Representative Projects Director of Utility Billing and Collection City of Houston, Houston, Texas Mr. McClung directed a staff of approximately 350 people in the execution of utility billing and collection services. As part of his purview, a metering program for more than 465,000 accounts was operated. His efforts included correcting a failing AMR system, migrating accounts from AMR to AMI, and developing customer experience programs to leverage the AMI data. Metering and customer enhancement programs utilized both operational and capital planning to make sustainable the ongoing needs of the city’s metering and customer programs. Funding of the programs involved a heavy dose of business case justification and council interaction to ensure continued support. Time Spent on Project: 100%. Project Manager Austin Water, Austin, Texas Mr. McClung and his team were commissioned to provide overall program direction for the city’s smart metering program. The team was selected to conduct a full business process review, determining the market landscape for AMI systems, and designing the implementation program. The efforts lead to a cost benefit analysis, gap analysis, project design document, and RFP for the Austin Water’s AMI Program for 230,000 meters. Time Spent on Project: 75% Project Manager San Antonio Water Systems (SAWS), San Antonio, Texas Mr. McClung and his team were commissioned by SAWS to conduct a feasibility assessment of AMI for the utility. With nearly 500,000 meters covering more than 930 square miles, the assessment required a very deep dive into complexities SAWS would face with scale. Through multiple disciplinary workshops, the cost benefit was developed with recommendations across people, process, technology, and performance measurement delivered. Time Spent on Project: 75%. Program Manager Del-Co Water, Delaware, Ohio Mr. McClung and his team provided a high-level, directional business case that looked at several key areas of an AMI program. With a Badger Beacon system in place for their more rural areas, the utility had familiarity with AMI programs. The utility had also made an investment in Itron modules in the more densely populated areas of the service territory. Given their familiarity and ongoing investment in a drive by system, the business case was used to project financial implications of implementing fully either the Badger or Itron system. The effort did also include a presentation to the utility Board on the results of the study. Time Spent on Project: 30%. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 18 Subject Matter Specialist City of Winston Salem, Winston Salem, North Carolina Mr. McClung and his team conducted a multi-disciplinary feasibility assessment of AMI for the utility. The project included a business process review across all city departments that would be impacted by the implementation of AMI. Workshops were conducted as part of the BPR where each department worked with Mr. McClung’s team to define initiatives that would lead to optimization of the AMI system. Results of the feasibility assessment were presented to both the utility and the utility Commission. Time Spent on Project: 50%. Project Manager City of Jackson Water and Sewer Business Administration, Jackson, Mississippi Mr. McClung and his team assessed the meter to cash operational model which involved a deep dive into the design, build, and operation of a Mueller AMI system. The effort developed a roadmap for the city to overcome immediate obstacles while putting into place sustainable operations. Critical to success was understanding the features, functions, and integrations of one of the major vendors in the market. Time Spent on Project: 30%. Project Manager Village of Tinley Park, Tinley Park, Illinois Mr. McClung and his team took a deep dive into metering performance and its impact on billing. The assessment involved digging into functional and technical specifications of varying meter types and how performance across consumption profiles might impact customer bills. The effort was part of a very public outcry and lead to defensible understanding of what was right and what was wrong with the metering system of the utility. Time Spent on Project: 50%. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 19 Education Pursuing a master’s degree in Management Science and Engineering, Stanford University B.S., Mathematics, Economics, Occidental College Memberships Big Data Advisory Board Member San Francisco State University AWWA Customer Metering Practices Committee Member AWWA Meter Data Analytics Subcommittee Member AWWA AMI Systems Technology Subcommittee Member Key Qualifications In the last five years, Jaason has provided support for over 30 smart metering projects representing 6.3 million meters and $1.6 billion in capital investment. He has worked internationally in the countries and territories of Korea, Japan, Hong Kong, Singapore, Guam, Australia, New Zealand, Diego Garcia, Egypt, the United Kingdom, Brazil and St. Lucia. Relevant Experience Jaason is the Global Technology Leader and head of advisory services for Smart Metering at Jacobs. With over 20 years of experience, he is a globally recognized AMI expert and helps utilities unlock the value of technology through digital and organizational transformation. Jaason Englesmith | Strategy Lead Representative Projects Project Director AMI Business Case The Villages, FL Mr. Englesmith is currently supporting The Villages and their investigation of feasibility related to upgrading their approximately 100,000 touch read meters to AMI. This project is unique in that it is an aggregation of 6 separate utilities that each have a portion of the overall shared-services operational model, which would include an AMI network. The team performed an analysis of the districts operational and financial data, cross-functional department interviews, and development of a business case model customized to the district’s expected benefits and scenarios, and documented findings in a final report to the District. Project Manager AMI Business Case Cocoa, FL Mr. Englesmith and his team were selected to develop a business case evaluation for the City of Cocoa and their AMI program for 90,000 connections in Central Florida. Using the proven business case model and framework for the analysis, Mr. Englesmith lead the development of an asset management plan for the existing meters, a budgetary cost estimate for a new AMI system, and quantification of savings related to field activities that would no longer be needed with AMI. Combining these costs and benefits together with minimum, maximum, and expected values produced a strong and defensible justification for a system-wide AMI program. The City has subsequently requested a proposal for RFP development. Senior Advisor AMI Procurement Okaloosa County, Fort Walton Beach, FL Mr. Englesmith was the Senior Advisor for the County, while they began the process of migrating from manual meter reading to AMI. He helped the County understand the marginal cost of both AMR and AMI options. The County decided to implement an AMI network across the service area and Mr. Englesmith developed procurement documents to acquire installation services to install approximately 35,000 new meters and transmitters as part of their project. Program Director AMI Business Case, Procurement, and Implementation Louisville Water Company, Louisville, KY Mr. Englesmith is the program director for LWC’s AMI program. He performed a business case evaluation for LWC including 240,000 endpoints in Jefferson County. He worked with senior management to perform a functional assessment and needs assessment to understand the potential benefits related to process DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 20 improvements associated with interval data. Mr. Englesmith and his team are now leading the RFP development, procurement, and vendor evaluation phase of the program. Once a vendor is selected, they will oversee and manage the implementation. Program Director AMI Business Case, Procurement, and Implementation Columbia, SC Mr. Englesmith is the program director for the City of Columbia and their AMI program to upgrade 145,000 customers. Jacobs is providing the City with a full suite of meter automation services beginning with feasibility, leading through procurement, and resulting in full program management services during implementation. The initial scope included an assessment of the existing metering system, financial analysis related to the cost and benefits associated with AMR and AMI, business case recommendations based on specific functional requirements of the City staff, and finally a draft AMR/AMI implementation plan that will carry the City forward into the second phase. The team completed selection of an AMI vendor and is managing and overseeing implementation. Program Director AMI Procurement and Implementation Fort Wayne, IN Mr. Englesmith and his team were selected to support the City of Fort Wayne with their procurement and implementation of AMI for 105,000 accounts. Mr. Englesmith provided strategic guidance on the development of a performance-based RFP and evaluation criteria that resulted in better than expected industry participation. Using the proven evaluation methodology, the technical and cost proposals were short listed to three vendors that were invited for interviews and then requested best and final pricing. The preferred vendor was selected at a price that was significantly less than the budgetary cost the City had established. Mr. Englesmith and his team are currently providing program management and oversight of the meter installations to ensure successful outcomes for the City and its residents. Project Director AMI Business Case, Procurement, and Pilot Aurora, CO Mr. Englesmith is the program director for the City of Aurora and their AMI project to upgrade over 80,000 accounts. He initiated the study by assessing the City’s previous Badger Orion AMR system. The project scope included a technology assessment and recommendation for a new meter reading system, developing a financial assessment including cost/savings, and creating a project implementation plan. Mr. Englesmith and his team lead the procurement efforts for the City and have recently selected an AMI vendor. The team is overseeing a pilot implementation that began in 2019. Time Spent on Project: 10%. Project Director AMI Business Case, Procurement, and Pilot Forsyth County, Cumming, GA Mr. Englesmith and his team were selected to develop a business case evaluation for Forsyth County and their AMI program for 60,000 connections North of Atlanta. Mr. Englesmith and his team performed a functional and organizational assessment of the water department and related functions to establish the system requirements and staffing impacts of moving to AMI. He also developed a budgetary cost estimate for the new AMI system as well as a cost-benefit analysis of using static meters (avoiding reduced revenue from under registration over 20 years) over mechanical meters. Mr. Englesmith and his team are now leading the procurement effort to select an AMI solution for the next 20 years. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 21 Education M.S., International Communications, Pepperdine University B.A., Mass Communications and Political Science, Denver University Council Key Qualifications Completed a comprehensive and global review of communication and engagement practices for ensuring the immediate and sustained benefit of smarter metering technology Developed a framework for preventing public resistance to technologies, including issues with EMF and data privacy Adept at designing and employing both qualitative and quantitative methods for measuring public opinion Relevant Experience Ms. Swenson has 30 years of international experience designing and implementing interventions to increase employee and operational performance, community reputation, public policy support, cross- functional collaboration, innovation, and commitment to set objectives. She has managed major strategic planning efforts, community outreach programs, and process improvement projects for public agencies, government entities, and utility service providers. Ms. Swenson's work frequently involves developing major stakeholder management campaigns, using quantitative and qualitative methods to measure public opinion, applying strategies that serve to align project objectives with current opinion, and devising interventions to positively engage stakeholders in proceedings and project results Joy Swenson | Project Manager Representative Projects Process Improvement Task Lead Fort Wayne, Fort Wayne Indiana Leads an employee team in identifying, mapping, and developing the initiatives necessary to improve meter-to-cash processes that will be affected by the integration of new metering technology. She is currently supporting the organization in mapping present processes and identifying tasks, policies, and organizational relationships that need to be adjusted in order to support desired benefits from AMI implementation. Next steps will be to re-map the processes in lieu of the new technology and develop a roll-out strategy that will ensure the city will capture, measure, and sustain desired benefits. Time Spent on Project: 10%. Communications Task Lead Louiville Water Company, Louisville, Kentucky Helped to devise a public opinion research strategy for ensuring that program messaging was aligned to current opinion and sensitivities to AMI. LWC used this input in its implementation of a customer focus group as well as the subsequent development of communication materials for their program. Time Spent on Project: 10%. Customer Requirements and Engagement Lead AMI Funcational Analysis Public Utilities Board, Singapore Analyzes methods for engaging Singaporean customers in using technologies associated with smart meters to better management their water consumption. As a result of a global analysis of best practices as well as local customer preferences and behaviors, developed recommendations for the program’s customer-facing AMI portal/app and a locally referenced communication program geared to bringing positive attention and heightening conservation impacts of the program rollout. Time Spent on Project: 15%. Stakeholder Engagement Program Lead Great Hall Completion Program, Denver International Airport, Denver, CO Responsible for the program initiation activities for the multimillion-dollar, five- year design and construction program responsible for the Denver Airport terminal upgrade. Duties include designing the integrated organizational team, consisting of DEN employees, prime contractors, and subcontractors and setting up the operational protocols that will guide the team through program completion. As a part of these duties, she is developing an engagement and communication strategy for aligning the interests of the program with internal and external stakeholders, including elected officials, airport tenants, federal agencies, DEN executives, and the passengers. Time Spent on Project: 20%. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 22 Stakeholder Engagement Consultant City of Columbia Water Department, Columbia, South Carolina The City of Columbia Water Department has initiated the installation of an AMI, as well as immediate process improvement efforts directed at correcting existing customer service and billing issues. Although the City’s process improvement and AMI strategy are well-intentioned and forward-thinking, they are being undertaken at a time when its customer service performance is being questioned in the public sphere. Ms. Swenson is assisting the City of Columbia by developing and guiding a multiyear communication campaign to address current issues and gain stakeholder confidence required to implement AMI with minimal resistance and full customer benefit. Time Spent on Project: 10%. Public Engagement Strategist Department of Watershed Management, Atlanta, GA Designed and advised the implementation of a public engagement plan to ensure the support of various constituencies in the formation of a stormwater utility to combat rainfall flooding, environmental and infrastructure damage, and water quality issues. Responsibilities included identifying key groups, and devising key messages and information disseminating strategies, by stakeholder group, intended to strengthen advocacy and inoculate resistance. Provided guidance to the development of a fee/pricing structure based upon willingness of various publics and minimization of resistance from powerful constituencies. Time Spent on Project: 15%. Community Facilitator City of Live Oak, Live Oak, Florida Designed and conducted the community engagement work for the City of Live Oak, working directly with city council members to identify and coalesce community interest in a series of downtown urban renewable projects, ultimately winning the support of the Community Redevelopment Council (CRC). Responsibilities included stimulating positive media attention and running a series of four Community Design Charettes, which then were channeled into a presentation of recommendations to the CRC. As a result of project efforts, the City designated $750K for downtown redevelopment, in line with Community design preferences. Due to the success of the effort, the City requested the team to return the following year and run a series of follow-up sessions for additional redevelopment projects. Time Spent on Project: 20%. Community Engagement Lead City of Merced Irrigation District, California Provided the Merced Irrigation District with stakeholder opinion research that she channeled into an outreach strategy to ensure that their water planning efforts remain aligned with community sensitivities and concerns. The resulting stakeholder engagement strategy drew positive awareness and ultimate acceptance for their WRMP across vastly different community, political, and customer perspectives and in times polarized by drought‐based rate increases, increased water demands from community growth, and increased pressure from environmentalist concerns. Time Spent on Project: 10% DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 23 Education M.S., Integrated Water Resource Management, McGill University, 2012 M.A., Disaster and Emergency Management, York University, 2011 B.A., International Development and GIS, McGill University, 2008 Key Qualifications Currently serves as Jacobs’ AMI Business Intelligence Lead Focus on emerging technology and data to provide entry points into the smart resilient economy Excellent project management skills managing complex cross- continental, multi-disciplinary and diverse stakeholder projects. Extensive procurement and vendor experience with custom manufacturers and multi-national corporations. Having the ability to oversee large budgets while ensuring, appropriate cost, high quality, and on-time delivery. Tactful engagement of stakeholders across the public and private sectors. Facilitation of research and development cycles synthesizing data, methods, and personnel. Steve Sauder | Analysis & Reporting Relevant Experience Steve has more than 7 years’ experience as a water professional. He has built a career looking beyond the surface, providing focus and clarity into complex challenges in water resource management, wastewater, disaster and emergency preparedness, and solid waste management. Steve has also worked in government as a disaster and emergency management professional providing resilient policies for people, property and the environment. Prior to joining Jacobs in April 2019, he served as a project manager at the University of Toronto. He oversaw the development of an innovative domestic wastewater treatment plant as part of a $50 million investment by the Bill and Melinda Gates Foundation to reinvent the toilet. The project spanned three continents, more than 40 staff and had a cumulative budget of over $10 million. Representative Projects Business Case Analyst The Villages, Florida The Villages, consisting of about 100k touch read meters across multiple utilities, employed Jacobs to consider the impact to the community if AMI were implemented. Steve worked to review the three districts and six utilities operational and financial data, to development of a business case model customized to the district’s expected benefits and scenarios. Highlighting Time Spent on Project: 25%. Business Case Analyst City of Fayetteville, Fayetteville, Arkansas The City of Fayetteville contracted with Jacobs to develop a strategy to implement AMI for the City’s 45k accounts. Steve worked to develop a business case model to establish a baseline for financial expectations of the cost and benefit impacts of making the decision to implement AMI. Steve developed additional unique toggles within the model at the City’s request to ensure the results are defensible and realistic. Time Spent on Project: 10%. Reporting and Analysis City of Columbia, Columbia, South Carolina The City of Columbia kicked off their 3-year AMI Implementation project in March of 2019. The City is installing approximately 150,000 meters with AMI endpoints throughout their service area. Steve has provided support in developing a tool to track various project metrics as installations and field surveys commence over time. These metrics are used to track timelines and predict challenges. Time Spent on Project: 10%. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 AMI/AMR Feasbility Study 24 4. Pricing Jacobs proposes a fixed lumpsum fee inclusive of all services described in our approach and scope of services. The project will be billed monthly on a percent complete basis. The total proposed fee is $ 79,720.00. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 18 Exhibit C Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:  Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better.  Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.  Liability policies, with the exception of Professional Liability Insurance policies shall be endorsed to provide the following: DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 18  Name as additional insured the City of Denton, its Officials and Employees.  That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability.  Provide a Waiver of Subrogation in favor of the City of Denton, its officials and employees, for all policies for which the City of Denton is an additional insured.  Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date.  Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.  Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.  Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 14 of 18  Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage.  Coverage B shall include personal injury.  Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least:  Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures.  Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for:  any auto, or  all owned, hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials and employees for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 15 of 18 [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. All Standard Provisions specified in this Exhibit C shall apply with the exception of the requirement to name City of Denton as additional insured and the provision of a waiver of subrogation. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 16 of 18 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC- 81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 17 of 18 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 City of Denton, Texas Contract 7448 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 18 of 18 materially affects the provision of coverage of any person providing services on the project; and 7) Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local 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 not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: F28E6DC9-13D6-4C81-BB41-ED189F3BD910 JACOBS ENGINEERING GROUP INC. CIQ X 12/8/2020 X N/A X N/A Certificate Of Completion Envelope Id: F28E6DC913D64C81BB41ED189F3BD910 Status: Completed Subject: Please DocuSign: City Council Contract 7448--AMI-AMR Feasibility Study Source Envelope: Document Pages: 47 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 12/2/2020 8:55:42 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 12/2/2020 8:57:42 PM Viewed: 12/2/2020 8:58:18 PM Signed: 12/2/2020 8:59:00 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/2/2020 8:59:03 PM Viewed: 12/3/2020 8:09:11 AM Signed: 12/3/2020 8:09:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 12/3/2020 8:09:46 AM Viewed: 12/3/2020 12:23:52 PM Signed: 12/3/2020 12:38:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sindhu Avalokita sindhu.avalokita@jacobs.com Operations Leader Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.187.175.50 Sent: 12/3/2020 12:38:22 PM Resent: 12/8/2020 4:02:08 PM Viewed: 12/4/2020 6:45:25 PM Signed: 12/8/2020 4:27:53 PM Electronic Record and Signature Disclosure: Accepted: 12/4/2020 6:45:25 PM ID: ab3586df-1edf-4840-a3e4-308e4a78ec12 Signer Events Signature Timestamp Terrance Naulty terrance.naulty@cityofdenton.com Interim Director Water/Wastewater City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/8/2020 4:27:56 PM Viewed: 12/8/2020 4:49:20 PM Signed: 12/8/2020 4:49:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 12/8/2020 4:49:48 PM Viewed: 12/18/2020 8:22:30 AM Signed: 12/18/2020 8:22:51 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 12/18/2020 8:22:54 AM Viewed: 12/18/2020 9:58:08 AM Signed: 12/18/2020 9:58:16 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/18/2020 9:58:18 AM Viewed: 12/21/2020 11:23:51 AM Signed: 12/21/2020 11:24:14 AM Electronic Record and Signature Disclosure: Accepted: 12/21/2020 11:23:51 AM ID: 5d94664c-d516-492c-b8e9-387b0d80cff0 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/2/2020 8:59:03 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/8/2020 4:49:47 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 12/8/2020 4:49:47 PM Viewed: 12/8/2020 4:50:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/21/2020 11:24:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kent Conkle kent.conkle@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/21/2020 11:24:17 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/2/2020 8:57:42 PM Certified Delivered Security Checked 12/21/2020 11:23:51 AM Signing Complete Security Checked 12/21/2020 11:24:14 AM Completed Security Checked 12/21/2020 11:24:17 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 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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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Sindhu Avalokita, Todd Hileman, Rosa Rios How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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