7817 - Contract Executed - Schneider
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
7817RFP
No
Christa Christian
Workflow Design System - Designer
DECEMBER 13, 2027
DECEMBER 13, 2022
22-2475
Contract # 7817
Internal
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND SCHNEIDER ELECTRIC SMART GRID
SOLUTIONS, LLC (CONTRACT 7817)
THIS CONTRACT is made and entered into this date ______________________, by
and between a Delaware Limited Liability Company, SCHNEIDER ELECTRIC SMART
GRID SOLUTIONS, LLC, whose address is 2620 E. Prospect Rd., Suite 130, Fort Collins, CO
80526
hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule
municipal corporation, hereinafter referred to as "City," to be effective upon approval of the
Denton City Council and subsequent execution of this Contract by the Denton City Manager or
his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the mutually agreed
upon Statement of Work. The Contract consists of this written agreement and the following items
which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton Standard Terms and Conditions (Exhibit “B”);
(c) Insurance Requirements (Exhibit “C”);
(d) Certificate of Interested Parties Electronic Filing (Exhibit "D");
(e) Contractor’s Scope of Work (Exhibit "E");
(f) Contractor’s Milestone Acceptance Form (Exhibit “F”);
(g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (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.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
12/13/2022
Contract # 7817
Internal
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Contractor certifies that Contractor’s signature provides written verification to
the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the agreement. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade
Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this
agreement, Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract
against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Contractor certifies that Contractor’s signature provides written verification to the City that Contractor,
pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become
ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign
terrorist organization. Failure to meet or maintain the requirements under this provision will be considered
a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated
country.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
SCHNEIDER ELECTRIC SMART GRID
SOLUTIONS, LLC
BY:______________________________
AUTHORIZED SIGNATURE
Printed Name:_____________________
Title:____________________________
__________________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
____2022-_______________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _____________________________
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Global Operations Director
957088
drew.ditter@se.com
Drew Ditter
9702231888
Electric
Antonio Puente, Jr.
DME General Manager
Contract # 7817
Internal
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $683,277 for configuration and implementation of
Arc FM Designer XI (DXI). Pricing shall be per Exhibit E attached.
2. The Quantities
The quantities indicated on Exhibit E are estimates based upon the best available information. The
City reserves the right to increase or decrease the quantities to meet its actual needs without any
adjustments in the bid price. Individual purchase orders will be issued on an as needed basis.
3. Contract Terms
The contract term will be one (1) year, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department. The City and Supplier shall have the
option to renew this contract for an additional (4) one-year periods, in a total of five (5) years. At
the sole option of the City of Denton, the Contract may be further extended as needed, not to
exceed a total of six (6) months.
4. Reserved.
5. Reserved.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
Exhibit B
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and the
Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Scope of Work in strict accordance with the terms, covenants, and
conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. Reserved.
4. Reserved.
5. Reserved.
6. Reserved.
7. Reserved.
8. Reserved.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City’s service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor’s obligations under the contract. The Contractor
agrees not to seek any liability or claim for damages from City of any kind or nature if the actual
site or service conditions differ from expected conditions.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all third-party claims, demands, suits,
actions, judgments, fines, penalties and liability of every kind arising from the breach of the
Contractor’s obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. The Contractor’s name, remittance address
and, if applicable, the tax identification number on the invoice must exactly match the information
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may
rely on the remittance address specified on the Contractor’s invoice.
C. For Time and Materials work, invoices for labor shall include a copy of all time-sheets with
trade labor rate and deliverables order number clearly identified. Invoices shall also include a
tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed
for labor shall be limited to hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon execution of contract. The price excludes
all present or future sales taxes, excise taxes, value-added taxes, import and export duties and any
other taxes, surcharges or duties now existing or hereafter imposed by Government authorities
upon Services provided by the Contractor. The City shall be responsible for all such taxes and
duties resulting from this Agreement. The Contractor is required to impose taxes on orders and
shall invoice the City for such taxes and/or fees according to state and local statute, unless the City
furnishes the Contractor at the time of execution of the contract with a properly completed
exemption certificate(s) acceptable to the authorities imposing the tax or fees.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. The City shall be obligated to only pay undisputed amounts.
D. Reserved.
E. Reserved.
F. Payment will be made by check unless the parties mutually agree to payment by electronic
transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or
penalties to the City for payments made by electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
H. Fixed Fee for Tasks; Milestone Payments: The City shall pay Contractor the fixed fee for each
task performed as outlined in the applicable Task Order/SOW. If changes in the schedule are made
by consent of both Parties that affect the completion of tasks or change the order of the tasks that
affect milestone acceptance, Contractor has the right to invoice based on a partial milestone
completion percentage. In the event any work task is not 100 percent complete, and for which
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
Contractor is requesting payment, Contractor will submit sufficient documentation to assure the
City that Contractor has satisfactorily performed such tasks. This preliminary acceptance for
payment in no way abrogates Contractor's responsibility to correct any errors in compensated work
tasks. The maximum amount that Contractor may be paid for each task, unless otherwise provided
by written authorization from The City, shall be as specified in the Task Order/SOW.
Each Milestone payment amount includes the labor plus any out-of-pocket expenses. The
Contractor will submit an invoice and Milestone Acceptance Form (Exhibit F) attached hereto and
made a part hereof), identifying the Milestone delivered, and the expected amount associated with
each Milestone. The City will have 30 days to approve or reject the Milestone Acceptance form,
the signature of which constitutes acceptance of the deliverables within the Milestone. Failure on
the part of the City to reject the Milestone within 30 days will constitute acceptance.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, for Time and Materials work, the contractor shall bill and the City shall
reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in
the connection with the performance of duties hereunder. Notwithstanding the foregoing,
expenses for the time spent by the contractor in traveling to and from City facilities shall not be
reimbursed, unless otherwise negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: Reserved.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to 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 ten (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 the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
cost of the audit will be borne by the City 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 (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’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.
18. SUBCONTRACTORS:
A. Reserved.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting by Subcontractor, that the Subcontractor post a
payment bond in form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City being
a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. Reserved.
19. WARRANTY-PRICE:
A. Reserved.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. Reserved.
20. Reserved.
21. Reserved.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations.
A. Reserved.
B. Unless otherwise specified in the Contract, the warranty period shall be at least (90) days from
the Acceptance Date (the “Warranty Period’). If during the warranty period, one or more of the
above warranties are breached, the Contractor shall promptly upon receipt of demand perform the
services again in accordance with above standard at no additional cost to the City. All costs
incidental to such additional performance shall be borne by the Contractor. The City shall endeavor
to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of
discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights
under this section, although notice must be given within the Warranty Period.
C. Reserved.
D. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN A
SPECIFIC TASK ORDER, CONTRACTOR MAKES NO EXPRESS OR IMPLIED
WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES
ALLEGED TO ARISE AS A RESULT OF CUSTOM AND USAGE, OR WARRANTIES OF
TITLE AND AGAINST INFRINGEMENT.
IN ADDITION TO AND WITHOUT LIMITING THE PRECEDING PARAGRAPH,
CONTRACTOR DOES NOT WARRANT IN ANY WAY THE MAP DATA, WHETHER
SUPPLIED BY CONTRACTOR, OR ITS VENDORS. IF SUPPLIED BY CONTRACTOR OR
ITS VENDORS, CONTRACTOR BELIEVES SUCH MAP DATA IS RELIABLE, BUT IT MAY
NOT BE FREE OF NONCONFORMITIES, DEFECTS, ERRORS, OR OMISSIONS; BE
AVAILABLE WITHOUT INTERRUPTION; BE CORRECTED IF ERRORS ARE
DISCOVERED; OR MEET CITY'S NEEDS OR EXPECTATIONS. CITY IS RESPONSIBLE
FOR THE QUALITY OF DATA AND VERIFYING THE ACTUAL DATA FROM
DOCUMENTS OF RECORD, FIELD MEASUREMENT, OR OBSERVATION.
23. ACCEPTANCE:
a. Deliverable Review. All deliverables as defined in each SOW (“Deliverable(s)”) shall be
submitted to the City for review and categorization as detailed in Article 23(c) below. The
City shall have fourteen (14) days to categorize the Deliverables and Contractor shall be
notified in writing of any delays in the review period. Should the City fail to notify
Contractor in writing within fourteen (14) days, the Deliverables shall be deemed accepted.
b. Compliance. All reviews will be performed on the basis of work correctness and
compliance with the Agreement. The City reserves the right to return for correction within
the review period any Deliverables that are in error or have not been prepared within the
specifications set forth in the applicable SOW.
c. Classification of Deliverables. After review, Deliverables shall be classified as follows:
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
(i) DELIVERABLE ACCEPTED, shall be defined as a Deliverable conforming to the
SOW or meeting the specifications, with no more than minor and/or isolated exceptions
or nonconformities. In such case the City will take responsibility for any necessary
corrections.
(ii) DELIVERABLE ACCEPTED WITH REWORK, shall be defined as a Deliverable
essentially conforming to its specification, but having a significant number of isolated
exceptions, and is accepted pending re-editing and correction by Contractor.
Contractor shall re-edit the work for the indicated errors and resubmit within 30 days.
The City will rerun its acceptance checks for the classes of errors detected in the initial
check and will reclassify the Deliverable(s) as either ACCEPTED or REJECTED.
(iii)DELIVERABLE REJECTED, shall be defined as a Deliverable failing to conform to
the SOW or to meet specification in ways that indicate that major improvements in
procedure are needed to avoid recurrence. Contractor shall rework the Deliverable and
resubmit to the City within 30 days, at which time the City will rerun its acceptance
check and reclassify the work.
d. City Delays. The City must exercise due diligence and shall ensure that factors beyond the
control of Contractor, such as City delays and failure to fulfill City responsibilities, will
not interfere with Contractor’s ability to complete the Services. The City shall notify
Contractor of any such factors that may cause delays in the completion of tasks or changes
to the SOW, and both Parties will mutually determine required modifications to this
Agreement.
e. Final Acceptance and Certification. At the conclusion of project acceptance, Contractor
will request that the City sign a final acceptance certificate and City shall have fourteen
(14) days to sign off on the final acceptance certificate. Should the City fail to notify
Contractor of their acceptance in writing within fourteen (14) days of receiving the final
acceptance certificate, all of the Deliverables shall be deemed accepted. In addition, should
the City use any of the Deliverables in a Production Environment prior to receipt of an
acceptance certificate, such use shall constitute deemed acceptance on part of the City. A
“Production Environment” is defined as a computer system consisting of hardware that is
executing the Software in an environment that is accessed by end users and is part of
Licensee’s system of record database system for live business operations.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: The Parties shall have the right to terminate the Contract
for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the
date of such notice, unless the other party, within such ten (10) day period, cures such default, or
provides evidence sufficient to prove to the terminating party’s reasonable satisfaction that such
default does not, in fact, exist. In addition to any other remedy available under law or in equity,
the terminating party shall be entitled to recover all actual damages, costs, losses and expenses,
incurred by the terminating party as a result of the other party’s default, including, without
limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. In such case, Contractor shall be paid on a pro rata basis for
work completed under this Agreement through the effective date of suspension or delay, including
any associated wind-down expenses incurred by Contractor, and all return travel and subsistence
expenses associated with returning Contractor employees and/or subcontractors to their permanent
duty locations. If such delay causes an increase in the cost of the work under the Contract, the City
and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in
the Contract price and execute an amendment to the Contract. The Contractor must assert its right
to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay.
Failure to agree on any adjusted price shall be handled under the Dispute Resolution process
specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from
delaying the delivery as notified. Suspension or delay of work will not terminate this agreement. All
other terms and conditions of this Agreement shall remain in force until such time as work is resumed or
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
terminated as provided in this Article, such period of time not to extend beyond ninety (90) days from the
issuance of the suspension without the mutual consent of both Parties.
B. Reserved
31. IP INDEMNITY:
A. IP INDEMNIFICATIONContractor will indemnify, at its expense, any action or
proceeding brought against City by a third Party to the extent that it is based on a claim
that any part of the Deliverables provided, or their use under this Agreement, infringes any
copyrights, trademarks, patents or other intellectual property right in Canada or United
States (“Claim”). City shall promptly notify Contractor in writing of any infringement
action or proceeding that has been brought or threatened of which it is aware. Contractor
will settle or defend the action and pay the costs and damages awarded in any action or
proceeding, provided that Contractor has control of the defense of any action and all
negotiations for settlement or compromise in connection therewith. In the event that a final
injunction is obtained against City’s use of any part of the Deliverables by reason of
infringement of a foregoing proprietary right, or if in Contractor’s opinion the Deliverables
is likely to become the subject of a claim for such infringement, Contractor shall at its
option and expense, either:
(i) procure for City the right to continue using such portion of the Deliverables; or
(ii) replace such portion of the Deliverables with a non-infringing and non-
misappropriating functional equivalent satisfactory to City or
(iii)modify such portion of the Deliverables in a way satisfactory to City so that it becomes
non-infringing and non-misappropriating.
Contractor will have no indemnification obligations under this section with regard to any
Claim that is based upon (a) a modification of the Deliverables made by City (other than
at Contractor’s written direction); (b) use of the Deliverables in combination with products,
data or business methods not provided by Contractor, if the infringement or
misappropriation would not have occurred without the combined use; (c) use of any release
of the Deliverables if, as of the date of a Claim or threatened Claim, the infringement or
misappropriation would not have occurred through use of a more recent release of the
Deliverables; (d) any use of the Deliverables by City other than for City’s internal use; (e)
use by City after notice by Contractor to discontinue use of all or a portion of the
Deliverables.
B. General Indemnity. Subject to the laws of the State of Texas and without waiving any
applicable immunity, each Party (the “Indemnifying Party”) agrees to indemnify the other Party
(the “Indemnified Party”), its officers, directors and employees from and against any and all third
Party claims, damages, costs, expenses (including, but not limited to, reasonable attorneys' fees
and costs) or liabilities to the extent resulting from the Indemnifying Party’s gross negligence or
willful misconduct arising from or related to the performance of the work pursuant to this
Agreement. It is the intent of this Agreement that each Party to this contract shall bear the risk of
and liability for its own actions arising from or related to the performance of the work pursuant to
this Agreement. City shall continue to have any other remedies available at law, subject to the
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
limits of liability set out herein.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts listed. The insurance shall be
written by a company licensed to do business in the State of Texas and which is rated at least A-:VIII
by A.M. Best Company.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. The Contractor
must also forward a Certificate of Insurance to the City whenever a previously identified
policy period has expired, or an extension option or hold over period is exercised, as
verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VIII or better. The City
will accept workers’ compensation coverage written by the Texas Workers’ Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. Reserved.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor. City will inform Contractor of any
changes in the insurance requirements and Contractor shall have thirty (30) days to either
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
acquire the additional insurance or terminate the Contract for convenience.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
xiv. Reserved.
B. Specific Coverage Requirements: Specific insurance requirements are contained in Exhibit D.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims.
37. MUTUAL CONFIDENTIALITY: In order to provide the deliverables to the City, both
parties may require access to certain of the other party’s confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
information, and other information which either party considers confidential) (collectively,
“Confidential Information”). Both parties acknowledge and agree that the Confidential
Information is the valuable property and any unauthorized use, disclosure, dissemination, or other
release of the Confidential Information will substantially injure the City, its licensors, and/or the
Contractor. Both parties (including its employees, subcontractors, agents, or representatives) agree
that they will maintain the Confidential Information in strict confidence and shall not disclose,
disseminate, copy, divulge, or recreate the Confidential Information without the prior written
consent of the disclosing party or in a manner not expressly permitted under this Agreement, unless
the Confidential Information is required to be disclosed by law or an order of any court or other
governmental authority with proper jurisdiction, provided the receiving party promptly notifies the
disclosing party before disclosing such information so as to permit the disclosing party reasonable
time to seek an appropriate protective order. Both parties agree to use protective measures no less
stringent than each uses within their own business to protect its own most valuable information,
which protective measures shall under all circumstances be at least reasonable measures to ensure
the continued confidentiality of the Confidential Information. Contractor acknowledges that the
City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas
Government Code in responding to any request for public information related to this Agreement
and that this Article 37 is subject to such Public Information Act and other applicable public
disclosure laws. This obligation supersedes any conflicting provisions of this Agreement. Any
portions of such material claimed by Contractor to be proprietary must be clearly marked as such.
Determination of the public nature of the material is subject to the Texas Public Information Act,
chapter 552, and Texas Government Code.
b. Exclusions. Confidential Information will not include information:
(i) which was in Receiving Party’s possession without any obligation of confidentiality
prior to the disclosure thereof by Disclosing Party to Receiving Party and was not
acquired by Receiving Party directly or indirectly from Disclosing Party;
(ii) which is or later becomes a matter of public knowledge without any fault or negligence
on the part of Receiving Party;
(iii) which Receiving Party receives without any obligation of confidentiality from a third
Party who is rightfully in possession of such information;
(iv) which is developed by Receiving Party independently and without reference to any of
the Confidential Information of Disclosing Party; or
(v) which Receiving Party is required by law to disclose.
Both parties acknowledge and agree that the Disclosing Party may be irreparably harmed by
any violation of this Article 37, and that the use of the Confidential Information for any purpose
other than that stated herein may, among other things, enable the Receiving Party or other
third parties receiving such Confidential Information to compete unfairly with the Disclosing
Party. Therefore, in the event of a breach or threatened breach, the Disclosing Party shall be
entitled, in addition to all other rights and remedies available at law or in equity, to seek (a) an
injunction restraining such breach; or (b) a decree for specific performance of the applicable
provision of this Agreement. The Parties hereby agree that any disclosures required by the
Texas Public Information Act or other public information law is not a breach of this Article 37.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
38. OWNERSHIP AND USE OF DELIVERABLES:
a. Use of Proprietary Skills, Tools, and Data. Each Party reserves the right to use, for any
purpose, any programming tools, skills, and techniques previously acquired, developed or
used in the performance of the Services described herein. Nothing in this Agreement shall
be construed as restraining either Party, their employees, or agents in the use of the
techniques and skills of computer programming and design which may be utilized or
acquired in the course of performance of this Agreement.
b. License To Use. Contractor grants to City, subject to the terms of this Agreement, a
personal, nontransferable, nonexclusive license to use and copy the Deliverables solely for
City’s internal business purposes. City shall include Contractor’s copyright notice and any
other legend of ownership on all copies of the Deliverables as such notice appears on the
originals. The Services and Deliverables delivered hereunder are not “work for hire”. With
the exception of the portions of Deliverables that contain data (either spatial or non-spatial)
relating to the land, facilities and customers of City, Contractor shall own all right, title,
and interest to such Services and Deliverables.
c. Excluded Uses. City shall not make, sell, translate, export, license, sublicense, localize,
use with any time-sharing or for service bureau arrangements, or transmit to any person
outside of City’s internal business organization the Deliverables.
d. Provision Against Derivation of Source Code. City shall not reverse engineer, decompile,
disassemble or apply any process, technique, or procedure or make any attempt to ascertain
or derive the source code of the core product used in conjunction with the Deliverables.
e. Retention of Patentable Rights. Any patentable or unpatentable discoveries, ideas,
including methods, techniques, know-how, concepts, or products (“Invention”); or any
works fixed in any medium of expression, including copyright and mask work rights
(“Works of Authorship”); or any other intellectual property created by Contractor during
the course of the Services and provision of Deliverables shall be the sole and exclusive
property of Contractor. With respect to any Inventions of City relating to Contractor’s
software, City hereby grants and agrees to grant Contactor an irrevocable, royalty-free,
nonexclusive, worldwide right and license, with right to sublicense, use, make, sell, offer
to sell, or import such Inventions for any purpose, whether or not patented in the country
of such past or intended use. City agrees to disclose promptly to Contractor (i) each
Invention relating to the Contractor software and made or conceived by City’s Inventors
during the term of this Agreement and (ii) of any decision to file a patent application with
respect to such Invention and the country or countries in which such application will be
filed.
f. Ownership. Except as set forth in Section a. above, no direct or indirect ownership interest
or license rights in Inventions, Works of Authorship or other intellectual property including
software or patents are granted or created by implication in this Agreement.
g. Performance of Similar Service. Contractor may perform the same or similar Services for
others, including providing the same or similar conclusions and recommendations,
provided that City’s Confidential Information is not disclosed.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined
in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will have the right to
proceed directly to legal actions.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
Martin Luther King, Jr. Day
Memorial Day
Juneteenth
Independence Day
Labor Day
Veterans Day
Thanksgiving
Friday After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any onsite activities pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
68. LIMITATION OF LIABILITY: CONTRACTOR’S LIABILITY, INCLUDING THE
LIABILITY OF ANY SUBCONTRACTORS OR AFFILIATES, TO CITY IN CONTRACT
TORT, STRICT LIABILITY OR OTHERWISE REGARDING THE SERVICES OR
DELIVERABLES PROVIDED UNDER THIS AGREEMENT, IS LIMITED TO THE TOTAL
AMOUNT OF CONTRACT WHICH IS THE BASIS FOR THE LIABILITY. IN NO EVENT
WILL CONTRACTOR, OR ANY SUBCONTRACTOR OR AFFILIATE, BE LIABLE FOR
ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE
PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY HAVE ENTERED
INTO THIS AGREEMENT, INCLUDING THE PRICES HEREIN, IN RELIANCE UPON THE
LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE THE RISK
BETWEEN CONTRACTOR AND CITY. IF ANY REMEDY HEREUNDER IS DETERMINED
TO HAVE FAILED IN ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY,
DISCLAIMERS AND EXCLUSIONS OF WARRANTY AND DAMAGES SET FORTH IN
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
THIS AGREEMENT SHALL REMAIN IN EFFECT. THE LIMITATION OF LIABILITY
STATED IN THIS ARTICLE SHALL NOT APPLY TO DAMAGES RESULTING FROM
PERSONAL INJURY, DEATH OR PROPERTY DAMAGE TO TANGIBLE PHYSICAL
PROPERTY WHICH RESULTS FROM CONTRACTOR'S OR ANY SUBCONTRACTOR’S
OR AFFILIATE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
69. CHANGE ORDERS. City may at any time request additions, modifications or deletions to the
SOW. If such changes cause an increase or decrease in the cost of, or time required for,
performance of the Services, an equitable adjustment shall be made in the fixed fee, or in the
absence of agreement to the amount of any fixed fee adjustment, on a time and materials basis
using labor, material and travel rates established by the parties, and the Task Order/SOW shall be
modified in writing accordingly, using the form provided in Attachment _<to be provided by
Vendor>; provided, however, any such change orders shall not exceed a cumulative twenty-five
percent (25%) of the contract price set forth in Exhibit F. Project members may discuss or make
arrangements for changes in the SOW, but any verbal or written communication between or among
City and Contractor project personnel shall not be construed as a modification to the conditions of
the Agreement unless a formal modification is executed using the scope change order form
provided.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
Exhibit C
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor 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.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract 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, 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 as modified and mutually agreed upon,
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-:VIII or better.
• Any deductibles or self-insured retentions shall be declared in the proposal and shall be
the responsibility of Contractor.
• General Liability and Automobile Liability shall provide the following:
▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
▪ That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
• Cancellation: City requires 30 day written notice from the Contractor should any of
the policies described on the certificate be cancelled or materially reduced 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,
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
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:
• 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
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
Limits (CSL) of not less than $500,000 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 Workers’ 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, agents, employees and volunteers 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 Workers’ Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution 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 $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[X] Cyber Liability
Cyber Liability coverage provided protection for business liability for a data breach,
cyber extortion, business interruption due to malicious cyber attacks or malware
infections. A Cyber Liability policy will be required anytime a system interfaces with
the City of Denton’s servers or houses sensitive information such as customer or
employee data. Limits of not less than $5,000,000 are required unless other limits
are individually approved by the City.
[ ] 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: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 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/filinginfo/1295/
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)
The City 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.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Contract # 7817
Internal
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Internal
Scope of Work
Designer XI and SPIDAcalc
Implementation
Prepared for:
Denton Municipal Electric
Proposal Date: 6/29/2022
2620 E. Prospect Rd., Suite 130
Fort Collins, CO 80525
Contact: Lisa Clark
Phone: (970) 237‐5576
www.se.com
lisa.clark@se.com
EXHIBIT E - CONTRACTOR'S PROPOSAL
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Internal
Schneider Electric Smart Grid Solutions, LLC is a wholly‐owned direct subsidiary of Schneider Electric Holdings, Inc.
Schneider Electric Smart Grid Solutions, LLC maintains its headquarters at 2620 E. Prospect Rd., Suite 130; Fort
Collins, CO 80525
DISCLAIMER: The Customer acknowledges that the products or part thereof are produced in, or otherwise sourced
from, or will be installed areas already affected by, or that may be affected in the future by, the prevailing COVID‐
19 epidemics/pandemic and that the situation may trigger stoppage, hindrance or delays in Vendor’s (or its
subcontractors) capacity to produce, deliver, install or service the products, irrespective of whether such stoppage,
hindrance or delays are due to measures imposed by authorities or deliberately implemented by the Vendor (or its
subcontractors) as preventive or curative measures to avoid harmful contamination exposure of Vendor’s (or its
subcontractors’) employees. The Customer therefore recognizes that such circumstances shall be considered as a
cause for excusable delay not exposing the Vendor to contractual sanctions including without limitation delay
penalties, liquidated or other damages or termination for default.
This offer is subject to the approval and/or issuance of any required licenses, authorization or approvals by any
relevant government authority. If any required licenses, authorization or approval are not obtained, whether
arising from inaction by any relevant government authority or otherwise, or if any such license authorization or
approvals are denied or revoked, or if the applicable export control laws and/or regulations would prohibit Seller
from fulfilling any order, or would in Seller’s judgment otherwise expose Seller to a risk of liability under the
applicable export control laws and/or regulations if it fulfilled the offer, Seller shall be excused from all obligation/s
under this offer.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page ii
INTRODUCTION ............................................................................................................................................... 3
ASSUMPTIONS ................................................................................................................................................ 3
PROJECT MANAGEMENT ................................................................................................................................. 4
PROPOSED SERVICES ....................................................................................................................................... 6
1 DESIGNER XI IMPLEMENTATION .............................................................................................................. 6
1.1 PROJECT INITIATION .............................................................................................................................. 6
1.1.1 PROJECT KICK‐OFF ............................................................................................................................... 6
1.1.2 DESIGNER XI CORE TEAM TRAINING .......................................................................................................... 7
1.2 ANALYSIS & DESIGN .............................................................................................................................. 7
1.2.1 SYSTEM ARCHITECTURE REVIEW ............................................................................................................... 7
1.2.2 INTEGRATION DESIGN ............................................................................................................................ 9
1.2.3 INTEGRATION DESIGN ............................................................................................................................ 9
1.2.4 BUSINESS PROCESS & DESIGN LIFECYCLE REVIEW ......................................................................................... 10
1.2.5 COMPATIBLE UNIT LIBRARY & SPECIFICATION ID MAPPING ............................................................................ 11
1.3 BUILD ‐ DEVELOPMENT ........................................................................................................................ 12
1.3.1 PREPARE SCHNEIDER ELECTRIC DEVELOPMENT ENVIRONMENT ......................................................................... 12
1.3.2 INTEGRATIONS BUILD .......................................................................................................................... 13
1.4 TEST AND ACCEPTANCE PLANNING .......................................................................................................... 13
1.5 INSTALLATION AND CONFIGURATION OF THE DME TEST ENVIRONMENT ............................................................ 14
1.6 TESTING .......................................................................................................................................... 15
1.6.1 FACTORY ACCEPTANCE TESTING (FAT) ..................................................................................................... 15
1.6.2 SYSTEM ACCEPTANCE TESTING (SAT) ....................................................................................................... 15
1.7 TRAINING ........................................................................................................................................ 17
1.7.1 WORKING WITH DESIGNER XI ................................................................................................................ 17
1.8 GO‐LIVE .......................................................................................................................................... 18
2 SPIDACALC IMPLEMENTATION ............................................................................................................... 19
2.1 DESIGN SESSIONS ............................................................................................................................... 19
2.2 SPIDACALC CLIENT FILE CONFIGURATION ................................................................................................. 20
2.3 SPIDA CONSULTING SERVICES ............................................................................................................... 21
2.4 SPIDACALC ONSITE TRAINING ............................................................................................................... 21
3 ARCFM MOBILE INSTALLATION AND CONFIGURATION ................. ERROR! BOOKMARK NOT DEFINED.
3.1 ANALYSIS AND DESIGN ......................................................................... ERROR! BOOKMARK NOT DEFINED.
3.2 INSTALLATION AND CONFIGURATION – DME TEST ENVIRONMENT ................... ERROR! BOOKMARK NOT DEFINED.
3.3 TESTING .......................................................................................... ERROR! BOOKMARK NOT DEFINED.
3.4 TRAINING ........................................................................................ ERROR! BOOKMARK NOT DEFINED.
3.5 GO‐LIVE .......................................................................................... ERROR! BOOKMARK NOT DEFINED.
PROJECT SCHEDULE ....................................................................................................................................... 23
DESIGNER XI ARCHITECTURE ............................................................... ERROR! BOOKMARK NOT DEFINED.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 3
Introduction
Schneider Electric is submitting this Statement of Work (SOW) for Denton Municipal
Electric (DME) for the implementation of Designer XI. This document outlines the tasks
and services required for the implementation of Schneider Electric’s Designer XI, and
SPIDAcalc.
Assumptions
This scope of work is for the implementation of the OOTB (out‐of‐the‐box) Designer
XI (with integration to WMS and SPIDACalc) and SPIDAcalc.
DME will make use of off‐the‐shelf components, where possible. This may require
adopting new approaches to the way some functions are accomplished. The
advantages of off‐the‐shelf components are that they are commercially available,
used at many sites, reflect the input of that user community, and supported under
the software maintenance agreement.
DME will leverage a common data model and symbology for all commodities.
The services provided in this scope will be completed through a combination of on‐
site and remote tasks.
DME shall provide all required facilities and equipment for on‐site meetings and is
to ensure participation of proper representatives for scheduled project meetings
and/or events.
DME will have all necessary hardware, network equipment, and 3rd party software
installed prior to the initiation of the project.
DME and Schneider Electric each will provide a core team for the duration of this
SOW. Each team also provides a project manager as the main point of contact and
coordination for the respective team. Project flow of control, schedule and
logistical planning will be made through each team's project manager. DME and
Schneider Electric team members shall answer questions; provide information,
decisions and deliverables promptly following agreed‐to schedules and timelines.
Schneider Electric will provide an OOTB Test Plan that will be used during Factory
Acceptance Testing (FAT) and Acceptance Testing (Acceptance Testing). The plan
will define the OOTB test scripts and steps to be performed during formal testing of
the ArcFM solution suite.
DME will provide Schneider Electric remote access to the system to assist in the
implementation and troubleshooting of issues should they arise during
implementation.
Customization of the Schneider Electric Designer XI product, beyond the
development of an integration to WMS and SPIDACalc, is not in Schneider Electric’s
scope.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 4
Internal
This scope of work is for DME’s electric network only.
The client does not require SPIDA to research specific values either in, or missing
from, the client file.
SPIDA is not required to flag values or settings that deviate from industry norms, but
SPIDA may communicate to the client any items or attributes that are a concern to
SPIDA.
Schneider Team shall employ their reasonable judgement and due diligence when
reviewing materials furnished by the client, but the potential exists that SPIDA may
overlook or suggest values that do
Following the client’s receipt of the specific SPIDA Deliverables, the City has a 10‐
business day period (the “Acceptance Period”) to review the Client File. During the
Acceptance Period, the client shall provide a written statement as to the
deficiencies identified, if any. Schneider Team shall provide corrections or
clarification to the reported deficiencies within 10‐business days following
notification by the client. If an updated Deliverable is supplied by SPIDA to the
client, another Acceptance Period shall also be provided to the client. After
Acceptance of the Deliverable by the client, or the Acceptance Period expires
without comment from the client, the project will be closed, and further review of
the Deliverable is considered out of scope.
Project Management
During the project, the Schneider Electric Project Manager will report to the DME
Project Manager. Schneider Electric project management includes, where required:
Manage the Schneider Electric portion of the project on a day‐to‐day basis
Define and manage project constraints and schedule with DME’s project manager
Identify and manage the resolution of project issues, including the communication
of Schneider Electric‐identified issues to DME’s project manager
Identify and manage all change management related issues or items with the DME’s
project manager
Conduct bi‐weekly project conference calls or on‐site meetings with DME to
identify, assign responsibility, and resolve issues that may arise during the project.
The conference call will also provide a mechanism for reviewing the overall status of
the project. Meeting minutes will be distributed by Schneider Electric.
Weekly summary report detailing the week’s activities and upcoming tasks.
Preparing monthly‐weekly project reports that include:
o A summary of the overall status of the project, percent complete,
milestone list, etc.
o A schedule update, and Schneider Electric’s expectations for on‐time
project completion
o A summary of completed tasks, percent completed per the schedule
o A summary of tasks currently underway and a description of their status
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 5
Internal
o Upcoming near‐term tasks that need to “hit the radar screen”
o Issues requiring attention
o Open items not resolved from previous meeting
o Potential risks to the project and recommendations for resolution
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 6
Internal
Proposed Services
1 Designer XI Implementation
1.1 Project Initiation
1.1.1 Project Kick‐Off
Schneider Electric and DME will initiate the project with an on‐site Project Kickoff
meeting. During the meeting, the Schneider Electric and DME teams will review the
drivers & goals of the project to confirm the objectives and ensure that both teams are
working toward them together. Schneider Electric will review the scope of work and the
project plan and discuss the requirements, tasks, deliverables, timeline, and DME
responsibilities. The team will then cover the administrative framework for managing
the project. Project controls such as communication protocols, business processes, and
change control processes will also be defined during this task.
DME will assign key personnel to support the project as described in the assumptions
and will ensure each is available and can provide necessary support at the required
times over the course of the project. DME will ensure the individuals assigned possess
the appropriate skills and are authorized to participate in decisions made over the
course of the project.
The agenda for this meeting shall be as follows:
Introduce Schneider Electric and DME team members
Review the Scope of Work, project plan, and project activities
Review deliverables
Confirm the work schedule and project delivery approach (parallel tasks vs.
serialized execution)
Discuss and define all DME and Schneider Electric responsibilities required to
complete the project
Review change control, communication, and escalation protocols
Identify project status reporting procedures and frequency
Identify project risks and issues, and plan mitigation where appropriate.
Schneider Electric Deliverable(s):
Lead the on‐site Kick‐Off Meeting
DME Responsibilities:
Attendees are invited in advance and are present during the meeting
Attendance of the DME Project Core Team
Be prepared to assign project roles as noted above
Task Assumptions:
This task will be completed on‐site.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 7
Internal
1.1.2 Designer XI Core Team Training
This two (2)‐business day course designed for the “Core Team” incorporates core
concepts and functionality as they relate to the core team and their users. The "Core
Team" consists of the utility staff members who will guide the Designer XI
implementation project from the planning stages, through testing, to system rollout and
beyond. This course introduces these decision‐makers and GIS administrators to the
concepts and capabilities of Designer XI including tools necessary to create construction
sketches; sketching new features, marking features for removal, network trace tools,
working with compatible units, generating construction maps, and advancing the design
state. It is designed to launch critical discussions regarding which out‐of‐the‐box
functions and settings will best suit the utility.
Key Topics
Forward Planning for the core team
Designer XI Navigation
Sketching Tools
Removal Process
Load Analysis
CU Management
Organizing with Work Locations
Producing Construction Maps
Data Modeling
Schneider Electric Deliverable(s):
List of required software for core team training classes
Hard‐copy training manuals, sample data, and exercises
On‐site Designer XI Core Team training course for up to ten (10) members of the DME core
team
DME Responsibilities:
Ensure the appropriate participation from DME resources
Provide the hardware and meeting space required for the workshop including training
machines and overhead projector
Task Assumptions:
The appropriate DME users responsible for configuring the software and participating in the
Design Phase of the project will be present during this training
1.2 Analysis & Design
1.2.1 System Architecture Review
The Schneider Electric will Develop a system architecture design at DME by providing a
System Architecture Design Workshop and Design Document.
Schneider Electric will travel to DME offices for up to three (3)‐business days to validate
requirements, lead discussions, and evaluate design alternatives for the ArcFM XI
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 8
Internal
System Implementation. The purpose of the engagement is to determine a system
architecture specific to DME's needs and business drivers identified during this activity.
A system architecture design consultant will lead the on‐site sessions with active
participation by appropriate DME GIS, IT, operations, and business representatives. To
help prepare for and facilitate the activity, the Schneider Electric team will provide
preparatory materials prior to arriving on‐site.
The Schneider Electric team envisions that the following topics will be covered during
the on‐site engagement:
Architecture Vision
Client and server platforms for DXI
Data Storage & Capacity
Network capacity, and constituent domains
System Integration Considerations for DXI
Deployment Strategies for DXI
High availability
Failover
Supported Development platforms
Deployment Environment Details
Anticipated user and system loads for DXI
Disaster Recovery
Discussions will assist Schneider Electric in identifying system architecture and
configuration opportunities, while considering technical inputs including non‐functional
requirements, constraints, standards, and policies. Upon completion of the System
Architecture Review Session, Schneider Electric will prepare a draft system architecture
design report and deliver it to DME for review. This task will be conducted remotely
from Schneider Electric offices. DME will review and approve the document with five
(5)‐business days.
Schneider Electric Deliverable(s):
System Architecture Design Workshop Agenda
Conduct the on‐site System Architecture Review Workshop at DME facilities
Draft and Final System Architecture Design Document
Final System Architecture Design Document
DME Responsibilities:
Identify and schedule the appropriate DME staff to attend the workshop
Have appropriate DME staff review the System Architecture Design wiki available at the
following URL in preparation for the design review: http://www.esri.com/systemdesign
Provide a conference room equipped with a projector. This conference room should be large
enough to host the meeting activities
Provide a designated point of contact on the DME project team to address follow‐up
questions as required by Schneider Electric
Review the Draft System Architecture Document and provide Schneider Electric with
reviewed, approved, consolidated written comments within five (5)‐business days of receipt
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 9
Internal
Task Assumptions:
Schneider Electric anticipates DME would require workshop participation from key‐decision
makers from the DME IT organization responsible for maintaining and implementing the
solution.
1.2.2 Integration Design
Schneider Electric will lead remote WMS Integration Design sessions with DME. During
the design sessions, Schneider Electric will work with DME to review the requirements
for interfaces between Designer and Maximo.
Schneider Electric will define the design behavior, data exchange patterns and
integration mechanisms. DME will support the requirements gathering for the interface
and to define what and how information can be provided or received between the two
systems. The workshop session will be used to define the conceptual design of the
agreed upon system interface and to finalize the respective parties' system interface
development and testing schedules. DME is responsible for providing the required
technical representation for the integration defined above.
Following the integration design session, Schneider Electric will draft the Designer
System Integration requirements in the form of an Integration Requirements
Specification Document. This document will cover the integration requirements,
expected behaviors, workflows, and components necessary for the implementation of
the Designer XI System.
A draft version of the specification will be provided to DME for review. DME will have up
to five (5)‐business days to review and approve the document.
Schneider Electric Deliverable(s):
Lead the remote Integration Design Sessions
Draft and final Integration Requirements Specification
Lead conference call reviewing DME comments on the draft document
DME Responsibilities:
Ensure the appropriate DME and integration technical personnel are present during the
onsite sessions
Review and comment on the draft document within five (5)‐business days.
Ensure that the appropriate DME and integration technical personnel are invited and attend
the document comment review conference call.
1.2.3 Integration Design
Schneider Electric will lead remote SPIDACalc Integration Design sessions with DME.
During the design sessions, Schneider Electric will work with DME to review the
requirements for interfaces between Designer XI and SPIDACalc.
Schneider Electric will define the design behavior, data exchange patterns and
integration mechanisms. DME will support the requirements gathering for the interface
and to define what and how information can be provided or received between the two
systems. The workshop session will be used to define the conceptual design of the
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 10
Internal
agreed upon system interface and to finalize the respective parties' system interface
development and testing schedules. DME is responsible for providing the required
technical representation for the integration defined above.
Following the integration design session, Schneider Electric will draft the Designer
System Integration requirements in the form of an Integration Requirements
Specification Document. This document will cover the integration requirements,
expected behaviors, workflows, and components necessary for the implementation of
the Designer XI System.
A draft version of the specification will be provided to DME for review. DME will have up
to five (5)‐business days to review and approve the document.
Schneider Electric Deliverable(s):
Lead the remote Integration Design Session
Draft and final Integration Requirements Specification
Lead conference call reviewing DME comments on the draft document
DME Responsibilities:
Ensure the appropriate DME and integration technical personnel are present during the
onsite sessions
Review and comment on the draft document within five (5)‐business days.
Ensure that the appropriate DME and integration technical personnel are invited and attend
the document comment review conference call.
1.2.4 Business Process & Design Lifecycle Review
Schneider Electric will host a series of on‐site workshops over a two‐week period to
define the DME Business Process and Design Lifecycle requirements. The following
workshops will be completed during this task:
Week 1 ‐ DME Electric Business Process & Design Lifecycle Review
Week 2 ‐ Configuration Analysis Workshop
The following workshop will be completed during the same onsite visit.
Business Process & Design Lifecycle Review: Schneider Electric will lead a four (4)‐
business day on‐site workshops to define the DME Electric Business Process and Design
Lifecycles. The workshops topics and discussions will ensure that all parties understand
the workflow proposed and how it will meet the business needs of DME.
The following items will be defined during the workshops:
Options and best practices, resulting in a proposed design workflow.
DME processes and practices.
Fitting Designer XI into an adjusted process.
DME Job Types
At what point, or points, in the design life‐cycle the Designer features are moved
from the design feature classes to the as‐built feature classes
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 11
Internal
What processes are run to indicate that a portion of a job has been constructed and
should be completed, while other sections of the job are still under construction or
in a planned state
What approval steps are required and how people are notified that they have jobs
in their queue awaiting approval.
DME Configuration Analysis: Schneider Electric will lead on‐site workshop for up to four
(4)‐business days that will focus on the configuration of the Schneider Electric Designer
XI solution software. The workshop will focus on the DME enterprise level configuration
requirements and how to define and configure the tools, along with core ArcFM
configuration requirements.
Once the workshops are completed, Schneider Electric will create a Workflow Definition
and Configuration Design Document that summarizes the results of the workshops,
details the work performed in each step of the business process, and defines the
workflow that will be configured to include the Roles, States, Transitions, and subtasks
associated with each task and nodes. The document will also outline the steps
necessary to upgrade Geodatabase to support Designer.
Schneider Electric will provide it to DME for review. DME will have up to five (5)‐
business days to review and provide written comments back to Schneider Electric.
Schneider Electric will lead a conference call to discuss DME comments, and based upon
the results of the call, will update the document with mutually agreed upon comments.
A final version will be delivered to DME for final acceptance.
Schneider Electric Deliverable(s):
Lead the defined workshops
Draft Designer XI Workflow Definition & Configuration Design Document
Lead conference call reviewing DME comments on the draft document
Final Workflow Definition & Configuration Design Document that incorporated mutually
agreed upon changes.
DME Responsibilities:
Review and comment on the draft document with five (5)‐business days
Ensure that the appropriate DME personnel are invited and attend the document comment
review conference call.
Formal approval of the Workflow Definition and Configuration Design Document
1.2.5 Compatible Unit Library & Specification ID Mapping
Schneider Electric will lead an up to five (5)‐business day on‐site workshop to discuss the
end‐to‐end considerations for building the CU Libraries and defining the Specification ID
Mapping necessary for the implementation of the Designer XI system for electric.
This discussion must consider the numerous details of the CUs themselves (beyond the
basic CU‐to‐Stock Items list), the job “metadata” (indicating ‘rocky soil’ at a Work
Location, for instance), and the interpretation of Work Functions (e.g., Install, Remove)
by Designer for the cost/inventory estimation process. The purpose is to set DME firmly
on the path to building the CU Libraries, with some Schneider Electric assistance.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 12
Internal
Upon completion of the workshop, Schneider Electric will draft a CU & Specification ID
Mapping Design Document. Schneider Electric will provide it to DME for review. DME
will have up to five (5)‐business days to review and provide written comments back to
Schneider Electric. Schneider Electric will lead a conference call to discuss DME
comments, and based upon the results of the call, will update the document with
mutually agreed upon comments. A final version will be delivered to DME for final
acceptance.
Schneider Electric Deliverable(s):
Lead the defined workshop
Draft CU & Specifications ID Design Document
Lead conference call reviewing DME comments on the draft document
Final Specifications ID Design Document that incorporated mutually agreed upon changes.
DME Responsibilities:
Review and comment on the draft document with five (5)‐business days
Ensure that the appropriate DME personnel are invited and attend the document comment
review conference call.
Formal approval of the CU & Specifications ID Design Document
Task Assumptions:
DME has an established or will provide a comprehensive CU library for use with Designer XI.
Schneider Electric anticipates DME would require workshop participation form key decision
makers familiar with the Design Engineering and processes for CU’s, design tasks, and
materials management.
1.3 Build ‐ Development
1.3.1 Prepare Schneider Electric Development Environment
Schneider Electric will establish a development environment in the Schneider Electric
Offices in Ft. Collins, CO. This environment will be used to implement the Designer XI
solution, Develop and test the data model, database schema, integrations and
components approved for this scope of work.
The following tasks will be completed during this process:
Create and Load Development Database
Configure Designer XI
Configure Server, Portal, Sync Services, and Auth0 (authentication mode 3rd
party)(print, map layout, annotations)
Implement Data Model Changes
Specification ID Population Script Development
Favorites Mapping (export of existing favorites)
Populate CU/Spec ID Library
Schneider Electric Deliverable(s):
Implement the Schneider Electric development environment as defined above
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 13
Internal
DME Responsibilities:
None
1.3.2 Integrations Build
The following integrations are included in this task:
WMS
SPIDACalc
Based on the approved Integration Requirements approved in Task 1.2.2, Schneider
Electric will document the design of each integration components in the form of a
component specification document. Schneider Electric will review the specification
internally to ensure it uses the best approach and that all portions of the design have
received adequate emphasis. This review will also ensure the design addresses all the
approved requirements.
DME will have up to five (5)‐business days to review and approve the component
specification document. Once both parties agree upon the functional requirements and
the component specifications, the code development effort will begin.
During this task, Schneider Electric will host a four (4) hour WebEx‐based Prototype
Review for each developed component to ensure that DME is satisfied with the design
and application of the approved requirements. Schneider Electric anticipates that no
major changes will be required because of the prototype review sessions.
Schneider Electric will then finalize integration development, unit test, and develop the
installation and configuration guides for the integration.
Schneider Electric Deliverable(s):
Draft and final copies of the Component Specification document
Hosted WebEx conference call prototype review for the integrations and components
Development and unit testing of the integration and components
Installation and configuration guides
DME Responsibilities:
Coordination of attendees for the Prototype Review to ensure required representation
Approve the component specifications and development prototypes
1.4 Test and Acceptance Planning
Schneider Electric will Develop a Test and Acceptance Plan (T&AP) with DME that
incorporates the OOTB functionality of the Designer XI solution. The T&AP will provide
an overall framework for Factory, Site and User Acceptance Testing detailing the testing
environments, the testing process, the required support for each phase of the testing,
test scenarios, and definition of how the acceptance criteria to move the system to the
next step in the testing process. The T&AP will be used to define acceptance of the
system.
Schneider Electric will Develop the out‐of‐the‐box initial draft of T&AP based on the
requirements & acceptance criteria specified in the solution design documentation
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 14
Internal
completed in this scope of work. The draft plan will be provided to DME for review and
comment.
DME is responsible for Developing the associated test cases/scripts that will be executed
as part of the Test and Acceptance Plan. DME will create Workflow‐based test scenarios
to perform acceptance testing that will be inserted into the test scenario placeholders. A
draft of the DME test scripts will be provided to Schneider Electric for review. Schneider
Electric will have five (5)‐business days to review the test scripts and provide feedback
to DME.
The DME team will perform a review and suggest changes to the Draft T&AP. The
Schneider Electric Team then will update the Draft T&AP based upon mutually agreed
upon comments and suggestions provided by the DME team. Both groups then approve
the final T&AP.
DME is responsible for providing written acceptance of the final Test and Acceptance
Plan document within three (3)‐business days or less of receipt. Test and Acceptance
Plan approval must occur ten (10) days prior to the start of the testing phase. Testing
cannot commence unless Schneider Electric, PE and DME have approved the plan
Schneider Electric Deliverable(s):
Create a draft version of the Test and Acceptance Plan that incorporates the Schneider
Electric standard baseline functionality testing plans for the Designer XI
Lead a review of DME comments on the document
Review DME test cases/scripts as defined
Apply mutually agreed upon changes to the final version of the document
DME Responsibilities:
Review and comment on the draft Test and Acceptance Plan document with five (5)‐business
days.
Ensure that the appropriate DME personnel are invited and attend the Test and Acceptance
Plan comment review conference call
Develop test scenarios/scripts as defined above
Final approval/sign‐off of the Test and Acceptance Plan
Task Assumptions:
The test and acceptance plan must be approved no later than ten (10)‐business days prior to
the start of Factory Acceptance Testing.
1.5 Installation and Configuration of the DME TEST Environment
This task will be completed remotely by a Schneider Electric technical resource.
Schneider Electric will implement the following applications with the DME TEST
Environment:
Configure Core Designer Electric Geodatabase
Configure Feature Services for Designer
Configure Designer Network and Design Storage Services
Install/Configure Portal for ArcGIS
Install/Configure ArcFM Sync Services
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 15
Internal
Install/Configure Designer
DME will provide all hardware required for the implementation of the TEST
environment. DME will ensure all necessary hardware and software are installed and
configured prior to the start of the Schneider Electric task. DME is responsible for
resolving all hardware and third‐party software related issues.
Schneider Electric Deliverables:
Remote installation and configuration of solutions defined above in a single TEST
environment
Validate and confirm the solution implementation and configuration tasks are complete
DME Responsibilities:
Provide the hardware required for the software installation with compatible OS and network
connectivity for the TEST systems
Provide the licensed media for the DME, server and Schneider Electric software
Provide all required VPN access to complete the installation and testing of the core
components
Provide necessary personnel to be on hand for the installation and migration tasks
1.6 Testing
1.6.1 Factory Acceptance Testing (FAT)
This is a Schneider Electric Task.
Schneider Electric will conduct a remote Factory Acceptance Testing (FAT). Testing will
include the implemented solutions. FAT will be completed based on the approved Test
Plan from Task 1.3.2. FAT will be completed based on the approved T&AP.
The Schneider Electric team will fix all Severity 1 (S1) and Severity 2 (S2) defects, as
required, and update the Designer XI solution software as necessary. If no issues are
identified based on compliance with the T&AP, FAT will be considered complete.
Schneider Electric Deliverables:
Remote Factory Acceptance Testing
FAT Defect report
Defect resolution report
DME Responsibilities:
TEST environment support as required (IT and/or business)
Ensure the appropriate integrations are available for testing
Remote availability for regression testing of resolved FAT defects
1.6.2 System Acceptance Testing (SAT)
DME shall perform System Acceptance Testing for the Designer XI Solution software
implemented in this project, using the approved T&AP from Task 1.3.2.
DME team members shall record any issues discovered during testing in the issue
tracking system. Schneider Electric will provide a resolution for all discrepancies and will
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 16
Internal
resolve all Critical or High issues before completion of user acceptance testing and
provide installers should the resolution require a new installer to be created.
When DME finds a discrepancy, they will first attempt to validate the discrepancy by
reproducing the discrepancy, where possible, before reporting it to Schneider Electric.
Schneider Electric will work to validate the discrepancy. If Schneider Electric can
validate the discrepancy, it will be recorded as a defect and classified as one of four
defect priority levels (reference the descriptions in the table below).
If Schneider Electric cannot validate the discrepancy, Schneider Electric will ask DME
testing team to either provide more information or to demonstrate how and where the
discrepancy occurs. Based on this information, Schneider Electric will work further to
identify the source of the discrepancy. Schneider Electric may determine that the
discrepancy is not a custom component or application problem but instead a problem
with non‐application software, the network, an operator’s use of the system, or a
misunderstanding about how the system’s business rules work.
If Schneider Electric cannot replicate a reported discrepancy, or if DME testing team
cannot demonstrate it, or if it is determined by Schneider Electric that the discrepancy
has another cause not related to the Schneider Electric scope of work, then Schneider
Electric will notify DME testing team that the problem is not a software defect and
identify the cause of the defect. If appropriate, Schneider Electric will recommend an
action to take, or an acceptable workaround.
Severity Description
S1
Critical
A Severity 1 defect means that the application or process does not work as
defined in the approved Design Document and the application or process is
stopped with no work around. The defect(s) may affect multiple users on
frequently used functions.
S2
High
A Severity 2 defect is less severe than a Severity 1 defect, but is the result
of a significant problem(s). The defect severely impairs the process and
reduces user productivity. No work around has been identified by
Schneider Electric. It could be a major problem, which affects a limited
number of users or affects functionality not needed daily.
S3
Medium
A Severity 3 defects means that the process has been impaired but has a
Schneider Electric recommended work around. The user can function near
the expected productivity level. Internal geodatabase structures are
accurate and maintain their integrity.
S4
Low
A Severity 4 defect does not have a significant impact on the process and
reflects a minor problem(s).
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 17
Internal
During SAT, Schneider Electric will fix all Severity 1 (S1) and Severity 2 (S2) defects as
required and issue new releases to DME. If no issues are identified based on compliance
with the accepted Test and Acceptance plan criteria, SAT will be considered complete
and DME will be responsible for providing written acceptance of the delivered
applications. SAT must be approved prior to Cut‐Over and Go‐Live activities.
Schneider Electric’s support during Site Acceptance Testing is as follows:
Travel onsite for one (1) five (5)‐business day round of DME SAT
Provide up to five (5)‐business days of remote issues resolution and regression
testing support for the Designer XI Core solution.
Schneider Electric Deliverable(s):
Provide SAT support as defined above
Provide issue resolution and regression testing support as defined
Resolve Severity 1 (S1) and Severity 2 (S2) defects
DME Responsibilities:
Perform SAT
If required, provide remote access to the testing environment for Schneider Electric
technical personnel
Provide final acceptance of the solution prior to Cut‐Over or Go‐Live activities
Task Assumptions:
Round 2 of SAT and the Issue Resolution and Regression Testing tasks are Optional and must
be approved in a change order to be included in project scope.
1.7 Training
1.7.1 Working with Designer XI
This two (2)‐business day onsite course incorporates core concepts and functionality as
they relate to our utility users. Designer XI training provides the foundation needed to
effectively use the utility‐based software. Class participants learn how to maintain and
review facility data and to use the software's full functionality.
Participants will be familiarized with the tools available to DME, and the course will
include a series of progressive lectures, demonstrations, hands‐on exercises, and
processed‐based work scenarios. By the end of the course, participants will understand
the basic functions of the application and how it can be used.
Included in this course:
Designer XI Navigation
Sketching Tools
Removal Process
Load Analysis
CU Management
Organizing with Work Locations
Producing Construction Maps
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 18
Internal
Data Modeling
Figuring it out: Theme‐specific exercises
It is expected that the training will take place in DME facilities and that all necessary
training equipment and software for the trainees will be provided by DME
Schneider Electric Deliverable(s):
Provide onsite Working with Designer XI training course for up to 10‐attendees
Provide hard and soft copies of training manuals
DME Responsibilities:
Provide the hardware and meeting space required for the training sessions including training
machines and overhead projector
Have appropriate software installed on training computers
Task Assumptions:
DME will host all training activities and provide all system administration to prepare the
training facilities
1.8 Go‐Live
This milestone task identifies when DME end‐users begin performing edits using the
Schneider Electric Designer XI solution in the DME Production Environment. Acceptance
Testing must be completed and approved prior to the start of this project phase and
production support activity.
1.8.1 Production Migration
Schneider Electric will provide up to five (5)‐business days of on‐site support for the
migration of the ArcFM solutions, integrations, and components from the DME TEST
Environment to the Production Environment. Schneider Electric’s on‐site support
includes validation that the implemented solutions configuration and migration has
been completed successfully.
DME will provide all hardware required for the setup of the PROD environment. DME
will ensure all necessary hardware and software are installed and configured prior to the
start of the Schneider Electric task. DME is responsible for resolving all hardware and
third‐party software related issues.
Schneider Electric Deliverables:
Provide up to five (5)‐business days of on‐site support for the migration of the Schneider
Electric solutions to a Production System at DME
DME Responsibilities:
Migrate the TEST environment applications to the DME PROD environment
Provide the hardware required for the software installation with compatible OS and network
connectivity
Provide the licensed media for the DME, server and Schneider Electric software
Provide all required access to complete the installation and testing of the core components
Provide necessary personnel to be on hand for the installations
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 19
Internal
1.8.2 Post Go‐Live Production Support
Schneider Electric will provide up to three (3)‐business days of on‐site support post roll‐
out of the DME PROD system. A Schneider Electric technical expert will be available to
support any questions or issues that arise regarding the configuration or use of the
Schneider Electric solution software, Developed integrations and components.
DME is responsible for resolving all hardware and third‐party software related issues.
Schneider Electric Deliverables:
Provide on‐site technical support for the Production Environment post roll‐out as defined
above
DME Responsibilities:
Provide necessary personnel to be on hand for configuration support or trouble‐shooting
Resolve all hardware and third‐party software related issues
Provide all required access to complete the installation and testing of the core components
Provide necessary personnel to be on hand for the installations
1.8.3 Remote Production Support
Schneider Electric will provide up to 20‐hours of remote technical support for the roll‐
out of the production system over a two (2)‐week period following PROD migration and
on‐site post roll‐out support. A Schneider Electric technical expert will be available to
support any questions or issues that arise regarding the configuration or use of the
Schneider Electric solutions, Developed integrations and components.
Upon completion of this task, DME will be transitioned to the Schneider Electric
Technical Support Team.
Schneider Electric Deliverables:
Provide remote technical support for the Production Environment up to 20‐hours over a two
(4)‐week period
DME Responsibilities:
Provide necessary personnel to be on hand for configuration support or trouble‐shooting
Resolve all hardware and third‐party software related issues
2 SPIDAcalc Implementation
2.1 Design Sessions
The Schneider Team will participate in two (2) days of onsite design sessions to ensure
all processes, workflows and systems integrate properly and efficiently with SPIDAcalc.
Upon completion of the Design Sessions, the Schneider Team will create and deliver
documentation as requested denoting expected business process and supported use
cases as it pertains to the configured SPIDAcalc implementation. Functionality or
requested behavior that cannot be satisfied with configuration shall be identified in
the documentation as out of scope. Design Sessions shall be scheduled later following
award of work.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 20
Internal
2.2 SpidaCALC Client File Configuration
SPIDAcalc Structure Analysis software utilizes user‐configured libraries of material and
engineering data to populate selection lists within the software application. This
library is referred to as a “client file” and is managed by the customer using the SPIDA
Client Editor.
All client file configurations shall begin with a welcome email from the SPIDA
Customer Care team member completing the Expert Service work. This email details
the client‐furnished materials needed to begin configuration.
The client shall provide SPIDA with requested materials within two weeks. Once these
materials have been received and reviewed, Schneider Team shall schedule a kick‐off
call within one week to review the provided documentation, ask and answer any
questions, and establish a delivery date.
The Schneider Team will configure a SPIDAcalc Client File utilizing customer‐furnished
specifications. This service does not include customization of SPIDAcalc software
features, functionality, and reporting. Specifically, SPIDA will configure and populate
the values contained in the following sections of the client file:
Structures: This section contains the material and their associated values for Poles,
Wires, Equipment, Anchors, Crossarms, Insulators, Sidewalk Struts, and Pole
Foundations.
Assemblies: This section contains utility Framings (pole‐head diagrams)
and Support (guying/anchoring) assemblies including Poles, Wires, Equipment,
Anchors, and Guys.
Analysis: SPIDA will configure and provide the initial set of Load Cases that are
required by the client including NESC, CSA, and/or GO95 load case types.
All material and analysis specifications shall be provided by the client. At the client’s
discretion and direction only, in the absence of available specifications, the Schneider
Team may suggest alternate attribution, if known, within expected industry
parameters.
As a guideline, client file configurations are estimated to take 8 to 10 weeks to
complete. All timeframes are dependent on client responsiveness.
Schneider Team shall review client‐furnished materials, including a digital overhead
specification book, a materials list for overhead assemblies, wire sag and tension
charts, and a list of company names that either share ownership with the client or
attach to client poles.
o Schneider Team shall review material provided by the client for thoroughness and
completeness.
o Schneider Team shall identify, document, and request from the client any
missing or incomplete information that is required for the client file
configuration. Client shall furnish all information within a reasonable
timeframe.
o Schneider Team shall identify, document, and furnish a list of questions to the
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 21
Internal
client for items that need clarification. Client shall furnish responses to all
questions within a reasonable timeframe.
o For missing items and/or items with incomplete data, under client instruction,
SPIDA will provide and document client file data obtained from an alternate
source.
o Schneider Team shall provide suggestions, as opportunity arises and where
possible, on best practices and common values used by others in the industry.
Schneider Team shall configure the following using the furnished materials:
o On the SPIDA Client Editor Structures tab, Schneider Team shall add and populate
entries as needed on the Poles, Wires, Bundle Components, Equipment, Anchors,
Crossarms, Insulators, Sidewalk Braces, and Pole Foundations sub‐tabs.
o On the Assemblies sub‐tab, Schneider Team shall add and populate entries as
needed for Framing and Support assemblies.
o On the Analysis tab, Schneider Team shall add and configure Load and Strength
cases, including a designation of which cases shall be applied by default when
new SPIDAcalc projects are created by the client.
o On the Presets tab, Schneider Team shall add Utility and Communication facility
owners on the Owners subtab, including a designation which Owner to use by
default.
o All remaining tabs and subtabs (Forms, Reports, Presets, Rendering) shall not be
populated by SPIDA.
Schneider Team Deliverable:
A SPIDAcalc Client File containing the information furnished and/or accepted by the client.
Documentation as to SPIDA’s review of client materials and completion of the client file.
DME Responsibilities:
Provide review and acceptance of the delivered Client File
2.3 SPIDA Consulting Services
Schneider Team shall provide up to 20 hours of additional consulting services
remotely. Services may include additional calls, meetings, project management,
quality control and testing, and project post‐production stabilization.
Schneider Team Deliverable:
Up to 20 hours of additional remote consulting services
DME Responsibilities:
Provide necessary personnel to be on hand for configuration support or trouble‐shooting
Resolve all hardware and third‐party software related issues
2.4 SPIDAcalc Onsite Training
Schneider Team shall furnish three (3) days of onsite, instructor‐led training for the
Client at their facilities. While twelve (12) people per class is preferred, the client may
select up to a maximum of fifteen (15) individuals to participate in each training
session.
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 22
Internal
Each training session shall be one (1) day in duration for a total of three (3) training
sessions and shall be conducted within a one (1) week span. The date and location of
the training shall be determined at a future time and coordinated between the parties.
For each session, Schneider Team shall furnish an instructor and printed training
manuals for up to 15 participants, plus 2 additional manuals. The training sessions
shall be performed using standard SPIDAcalc training materials. Customized training
materials based on the Client’s SPIDAcalc client file and specific use cases can be
developed but is not included in this scope of work. A quote for custom training
materials can be provided upon request. All other training needs will be furnished by
the Client including training facilities, internet access, computers for each participant,
and the installation of SPIDAcalc on training computers.
Training sessions will provide the participants with a solid understanding of SPIDAcalc
structure analysis software. Additionally, the training class prepares participants to use
SPIDAcalc in their daily jobs through hands‐on exposure to the software and various
use case exercises.
The training curriculum is divided into a series of hands‐on training modules that guide
participants through the software. Each module focuses on a certain aspect or use
case associated with the software. Each module provides specific instruction and best
practices related to the module topic.
Schneider Electric Deliverable(s):
Provide onsite SPIDAcalc training course for up to 12‐attendees as described above
Provide hard and soft copies of training manuals
DME Responsibilities:
Provide the hardware and meeting space required for the training sessions including training
machines and overhead projector
Have appropriate software installed on training computers
Task Assumptions:
DME will host all training activities and provide all system administration to prepare the
training facilities
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION 6/29/2022 Proprietary and Confidential Page 23 Project Schedule Project timelines shown below are tentative. Detailed project schedule and dates will be determined following contract signing and will depend on resource availability. ID Task Name0Denton_DXI 2022062911 DXI Implementation21.1 Project Initiation31.1.1 Project Planning41.1.2 Project Kick‐Off Meeting51.1.3 Designer XI Core Team Training61.2 Analysis & Design71.2.1 System Architecture Review121.2.2 Maximo Integration Design171.2.3 SpidaCALC Integration Design221.2.4 Business Process & Design Lifecycle Review281.2.5 Data Prep/CU Library & Specification ID Mapping341.3 Development351.3.1 Prepare FTC Development Environment431.3.2 Build Integration441.3.2.1 Component Specifications481.3.2.2 Build Integration521.3.2.3 Installation & Configuration Guides531.4 Test and Acceptance Planning591.5 Installation & Configuration of Denton TEST ENV681.6 Testing691.6.1 Factory Acceptance Testing (FAT)731.6.2 System Acceptance Testing (SAT/UAT)771.7 Training791.8 Go‐Live ‐ Production Migration832 SPIDACalc842.1 Design Sessions852.2 Client File Configuration862.3 Onsite Training872.4 Optional ‐ ConsultingMonth 1Month 2Month 3Month 4Month 5Month 6Month 7Month 8Month 9Month 10Month 11Month 12Month 134th Quarter1st Quarter2nd Quarter3rd QuarterDocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
DESIGNER XI IMPLEMENTATION
6/29/2022 Proprietary and Confidential Page 24
Services Pricing
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Exhibit F
Contractor’s Milestone Acceptance Form
Milestone Acceptance Form (MAF)
Project Code – Agreement Date Milestone
Completed
Date MAF
Submitted
Milestone/Task Order Number, and Description
Value
Total Value:
Upon signature of this document Client hereby accepts the milestone set forth above. Schneider
Electric shall invoice Client for the total value of the above referenced milestone in accordance
with the terms and conditions of the Agreement.
Accepted and Agreed:
Schneider Electric Smart Grid Solutions, LLC: Customer Name:
Signature: Signature: ______________________
Printed Name: Printed Name: ___________________
Title: Project Manager Title: ___________________________
Date: ____________________________ Date: ___________________________
SE Smart Grid Solutions Use Only
DATE INVOICED INVOICE NUMBER
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
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) and by City of Denton
Ethics Code, Ordinance 18-757.
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after 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
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
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: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
SCHNEIDER ELECTRIC SMART GRID
SOLUTIONS, LLC
EXHIBIT G
X
11/18/2022
X
X
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
DocuSign Envelope ID: 30833DAC-B3CE-4F9C-9B0A-9A0C0443AB4C
Certificate Of Completion
Envelope Id: 30833DACB3CE4F9C9B0A9A0C0443AB4C Status: Completed
Subject: Please DocuSign: City Council Contract 7817 - Workflow Design System - Designer
Source Envelope:
Document Pages: 59 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Christa Christian
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
11/14/2022 1:31:13 PM
Holder: Christa Christian
Christa.Christian@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Christa Christian
christa.christian@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 11/17/2022 4:58:35 PM
Viewed: 11/17/2022 4:58:46 PM
Signed: 11/17/2022 4:58:51 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: 11/17/2022 4:58:55 PM
Viewed: 11/18/2022 7:40:16 AM
Signed: 11/18/2022 7:41:03 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: 198.49.140.10
Sent: 11/18/2022 7:41:10 AM
Viewed: 11/18/2022 4:12:08 PM
Signed: 11/18/2022 4:15:39 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Drew Ditter
drew.ditter@se.com
Global Operations Director
Schneider Electric Smart Grid Solutions, LLC.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 165.225.10.81
Sent: 11/18/2022 4:15:44 PM
Viewed: 11/18/2022 5:01:21 PM
Signed: 11/18/2022 5:07:05 PM
Electronic Record and Signature Disclosure:
Accepted: 11/18/2022 5:01:21 PM
ID: e143adc2-4827-46d2-9e02-0a304f26f7e5
Signer Events Signature Timestamp
Antonio Puente, Jr.
Antonio.Puente@cityofdenton.com
DME General Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.197.70.109
Signed using mobile
Sent: 11/18/2022 5:07:11 PM
Viewed: 11/18/2022 6:01:53 PM
Signed: 11/18/2022 6:02:35 PM
Electronic Record and Signature Disclosure:
Accepted: 11/18/2022 6:01:53 PM
ID: 6918f275-54ba-4ecc-85e7-5473dd2d2f8b
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 11/18/2022 6:02:41 PM
Viewed: 12/14/2022 8:53:24 AM
Signed: 12/14/2022 8:53:48 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.47.120
Signed using mobile
Sent: 12/14/2022 8:53:54 AM
Viewed: 12/14/2022 8:54:13 AM
Signed: 12/14/2022 8:54:25 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/14/2022 8:54:31 AM
Viewed: 12/14/2022 10:46:08 AM
Signed: 12/14/2022 10:46:35 AM
Electronic Record and Signature Disclosure:
Accepted: 12/14/2022 10:46:08 AM
ID: f5e0bb45-ef54-4cbe-adf6-647efd87bec0
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
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 11/17/2022 4:58:55 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 11/18/2022 6:02:41 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 12/14/2022 10:46:40 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Randall A. Key
randy.key@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 12/14/2022 10:46:43 AM
Electronic Record and Signature Disclosure:
Accepted: 11/30/2022 8:18:23 AM
ID: f211f47a-6fcf-45a6-a49c-7655bf8f2eba
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 11/17/2022 4:58:36 PM
Certified Delivered Security Checked 12/14/2022 10:46:08 AM
Signing Complete Security Checked 12/14/2022 10:46:35 AM
Completed Security Checked 12/14/2022 10:46:43 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. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Drew Ditter, Antonio Puente, Jr., Rosa Rios, Randall A. Key
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..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.