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7804-010 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Christa Christian Utility Network Cloud Management Services PSA Not Applicable 7804-010 AUGUST 1, 2023 AUGUST 1, 2026 23-1414 Contract # 7804-010 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND 1898 & Co., a division of BURNS & MCDONNELL ENGINEERING COMPANY, INC (CONTRACT 7804-010) THIS CONTRACT is made and entered into this date ______________________, by and between 1898 & Co., a division of Burns & McDonnell Engineering Company, Inc., a Missouri corporation, whose address is 9400 Ward Parkway, Kansas City, Missouri 64114, hereinafter referred to as "Engineer," 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 Engineer shall provide products and/or services in accordance with the Master Services and Solutions Agreement (“MSSA”), a copy of which is attached hereto and incorporated herein for all purposes as Exhibit “B”. 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) 1898 Burns & McDonnell Master Services and Solutions Agreement “MSSA” (Exhibit “B”); (c) Certificate of Interested Parties Electronic Filing (Exhibit "C"); (d) Form CIQ – Conflict of Interest Questionnaire (Exhibit "D"); 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 Engineer 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, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (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. DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 08/01/2023 Contract # 7804-010 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, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer, 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. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Engineer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (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 Engineer 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, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (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. 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 Engineer 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 DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Contract # 7804-010 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. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. 1898 & Co., a division of BURNS & McDONNELL ENGINEERING COMPANY, INC. BY: ______________________________ AUTHORIZED SIGNATURE Date: _______________________________ Printed Name: Chris Underwood Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS __2023-_____________________________ APPROVED AS TO LEGAL FORM: TEXAS ETHICS COMMISSION MACK REINWAND, CITY ATTORNEY CERTIFICATE NUMBER BY: __________________________________ CITY OF DENTON, TEXAS ATTEST: JESUS SALAZAR, INTERIM CITY SECRETARY BY: ______________________ SARA HENSLEY BY: _________________________________ CITY MANAGER Date: 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: 831F8937-CC97-4003-AD0C-A0DD154D5569 chris.underwood@1898andco.com 6/29/2023 Vice President Chris.Underwood@1898andco.com 913.486.6858 Electric Antonio Puente DME General Manager 1042378 08/01/2023 Contract # 7804-010 Exhibit A 1. The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $892,320.00 in the manner and in accordance with the fee schedule as set forth in Exhibit B. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Exhibit B. 2. Unless otherwise terminated pursuant to MSSA Section 5 herein, this AGREEMENT shall be for a contract term of three (3) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. 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 as set forth in Exhibit B. DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Contract # 7804-010 Exhibit B 1898 Burns & McDonnell Master Services and Solutions Agreement “MSSA” DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Exhibit B MSSA 1898&Co & Denton Municipal Electric 04-14-2023 Page 1 MASTER SERVICES AND SOLUTIONS AGREEMENT This Master Services and Solutions Agreement (“MSSA”) is made by and between City of Denton (“Client”) and 1898 & Co., a division of Burns & McDonnell Engineering Company, Inc., a Missouri Corporation (“1898”) this ________ day of ______________________ 2023 (“Effective Date”). Client from time to time requires professional services and/or technology solutions in connection with Client’s business. Therefore, Client and 1898, in consideration of their mutual covenants, agree as follows: SECTION 1 – GENERAL TERMS 1.1 1898 shall serve as Client's professional consultant as detailed in subsequent Task Orders to which this MSSA applies, and shall give consultation and advice to Client during the performance of 1898’s services (“Services”). 1.2 Services on any assignment shall be undertaken only upon written authorization of Client and agreement of 1898. The Parties shall use the form of Task Order attached hereto as Exhibit 1. 1.3 1898’s Services will be performed solely for the benefit of Client and are not intended for the benefit of any other persons or entities. 1.4 1898 and Client shall execute additional documents (“Ordering Documents”) to detail obligations and rights as between the Parties relating to software licenses, hardware, or services obtained from 1898 (“Solutions”). Such Solutions may be obtained from third-party providers (“Third-Party Solutions”) or developed by 1898 (“1898 Solutions”) and such Ordering Documents will be subject to the terms and conditions of this MSSA. Each capitalized term used in the MSSA has the meaning set forth herein. 1.5 If either Party desires to modify this MSSA, such modification shall be communicated in writing to the parties below. No modifications to this MSSA will be valid unless an amendment reflecting agreed to modifications is signed by both Parties. SECTION 2 – SERVICES AND SOLUTIONS 2.1 Services. 1898 agrees to provide the Services and Solutions set forth in each Task Order. Unless otherwise agreed to in the Task Order, payments will be made on a time and materials basis. If applicable, 1898 shall quote all compensation for labor at the per hour rates specified in Appendix A to any associated Task Order. 2.2 Modifications. If Client desires to modify the Services or include additional services at any time during the term of an associated Task Order, Client shall describe the additional services or deliverables to 1898 in writing (“Change Notice”). Within fourteen (14) calendar days of such Change Notice, 1898 shall submit a proposal (“Change Order”) which includes a statement of any additional compensation and, if the Change Notice is provided prior an initial acceptance of a deliverable, any additional time or other adjustments to the schedule resulting from the proposed Change Order. Upon Client's approval of a Change Order, 1898 shall issue a Change Order substantially in the format of Exhibit 2. Any additional deliverables or changes to the scope described in the Change Order shall be subject to acceptance testing as described in the associated Task Order. 2.3 Data Security. 1898 utilizes third-party hosting providers that have implemented industry standard security measures, systems, and procedures designed to protect against normally anticipated threats or hazards to the security or integrity of Client's Confidential Information. Upon request by Client, 1898 will provide a copy of the most recent service auditor's report for such third-party hosting providers. 2.4 Ownership of 1898 Solutions. If any 1898 proprietary software is part of the 1898 Solution or contained in the Ordering Documents, 1898 grants to Client a non-exclusive, non-transferable license to use the software, subject to the terms of this MSSA and the applicable Ordering Document. Client DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 1ST AUGUST Exhibit B MSSA 1898&Co & Denton Municipal Electric 04-14-2023 Page 2 represents that it has the authority to bind each User to the use restrictions set forth in this MSSA or, as applicable, in the Ordering Documents. The 1898 Solution is proprietary to 1898, is based upon and contains trade secrets and other Confidential Information provided however this Section is subject to the Texas Public Information Act. No right to use, print, copy, modify, create derivative works of, adapt, translate, distribute, disclose, decompile or reverse engineer the 1898 Solution is granted, except as expressly set forth in this MSSA or applicable Ordering Documents. 1898 reserves all right, title, and interest to the 1898 Solution, and the 1898 intellectual property contained therein licensed to Client pursuant to this MSSA and all rights not expressly granted hereunder. All license grants herein are conditioned upon receipt of payment pursuant to Section 4. 2.5 Ownership of Third-Party Solutions. Client’s use rights and license limitations to any Third-Party Solution (a) shall be enumerated in the Ordering Documents; (b) such license is solely between the third-party and Client; (c) such license takes precedence if it conflicts with this MSSA; and (d) such third-party license may not be expanded by this MSSA. All right, title and interest to any third-party software, hardware, or service that is embedded or part of a Solution, including any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client, shall remain the property of such third-party provider. All license grants herein are conditioned upon receipt of payment pursuant to Section 4. 2.6 Ownership of Deliverables. Unless specifically identified in a Task Order, all right, title, and interest to any deliverable associated with the Services and Solutions will be solely owned by 1898 or its third-party provider. If Client acquires any rights, title, or interests in a deliverable delivered as part of the Services, Client will grant 1898 an exclusive, unlimited, irrevocable, fully paid, royalty-free, worldwide perpetual right to use, publicly display, create derivative works, modify, distribute, and reproduce such deliverable. Except as expressly set forth pursuant to this Agreement, 1898 or the Third-Party Solution provider (and its licensors, where applicable) will retain all intellectual property rights relating to the Solution or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client relating to the Solution, which are hereby assigned to 1898 or the Third-Party Solution provider. 2.7 Warranty – If any third-party goods or products are included as part of the 1898 Solution, the third- party supplier warranty will be provided in the Ordering Documents, the warranty shall be directly assigned to Client, and the warranty obligation and any remedies so provided shall be solely and exclusively as to between Client and third-party supplier. 1898 makes no warranty, express or implied, to Client with regards to Third-Party Solutions. Such warranty is conditioned upon receipt of full and final payment to 1898 by Client, for the Third-Party Solution under the applicable Task Order. SECTION 3 – CLIENT RESPONSIBILITIES 3.1 Usage. Client will not, and will use reasonable efforts to ensure that its employees, agents, contractors, or contingent workers that have access to any 1898 Solutions (“Users”) do not: (a) sell, resell, lease, lend, or otherwise make available the 1898 Solutions in whole or in part to a third party; (b) modify, adapt, translate, reverse engineer or make derivative works of the 1898 Solutions; (c) knowingly transmit any viruses or programming routines intended to damage, surreptitiously intercept, or expropriate any system, data, or personal information; or (d) sublicense or operate the 1898 Solutions for timesharing, rental, outsourcing, or service bureau operations, or to train persons other than its Users. Client will manage and maintain communications, connections, and devices for its Users at all locations. If Client acquires a Third-Party Solution pursuant to this MSSA, Client warrants it shall abide by the terms of any associated licensing or use rights agreements included in the Ordering Documents or attached hereto. 3.2 Credentials. Client will (a) credential all Users and determine the correct privileges for each User, (b) use reasonable efforts to ensure that all Users use the 1898 Solutions or Third-Party Solutions in DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Exhibit B MSSA 1898&Co & Denton Municipal Electric 04-14-2023 Page 3 accordance with the Ordering Documents and for no other purpose, and (c) be responsible for any activities that occur under the Client’s or Users’ accounts or passwords. 3.3 Unauthorized Use. Client will use reasonable efforts to prevent unauthorized use of the 1898 Solutions or Third-Party Solutions, and to terminate any unauthorized use. Client will promptly notify 1898 of any unauthorized use of, or access to, the 1898 Solutions or Third-Party Solutions of which it becomes aware. Client agrees to provide information requested by 1898 to verify Client’s compliance with this MSSA. Client is also responsible for (a) its security and privacy compliance, including obtaining consents and authorizations where necessary; (b) implementing reasonable security capabilities and policies and procedures to minimize or prevent unlawful access by Client or its Users, and access by unauthorized persons; and (c) any unlawful or unauthorized use by authorized persons. 3.4 Audit Rights. Not more than once per year, 1898 may, at its expense, audit Client’s compliance with this Agreement or any underlying Task Orders or Ordering Documents. Any such audit will be conducted during Client’s business hours and will not unreasonably interfere with Client’s business activities. Client shall provide 1898 with all reasonable assistance and information required to enable it to determine whether Client is compliant this Agreement. If the audit reveals that Client has underpaid amounts due under this Agreement, Client shall pay such amounts within thirty (30) days after receiving notice, plus interest at the rate set forth in Section 4.3. If the audit reveals that Client has underpaid amounts totaling five percent (5%) or more of the amounts due in any year, Client shall reimburse 1898 for all reasonable costs, fees, and expenses associated with such audit within thirty (30) days after receiving notice. 3.5 Notification of Delays or Errors. Client shall provide timely notice to 1898 of any anticipated delays to the planned Services or Solutions caused by, or otherwise attributable to Client. Client shall also promptly notify 1898 of any errors, inconsistencies, or omissions Client discovers in the Services or Solutions. Unless promptly notified, 1898 shall not be responsible for any costs incurred by Client which would have been avoided if prompt notification had been given as required. 1898 shall be entitled to an equitable adjustment in schedule and compensation and will provide a Change Notice to Client to reflect time and cost impacts to the planned and efficient execution of the Services and Solutions. SECTION 4 – COMPENSATION 4.1 Compensation. Client shall pay 1898 for services rendered and reimbursable expenses as stated in the Task Order and pursuant to this Section 4. 4.2 Invoices. Unless otherwise agreed to in a specific Task Order, monthly invoices will be submitted by 1898 to Client for progress on Services performed in the previous month. Separate invoices will be issued upon delivery, or as further indicated in specific Task Orders or Ordering Documents, for 1898 Solutions or Third-Party Solutions. 4.3 Payments. Invoices are payable within 30 days of receipt of invoice. A late payment charge of one and a half percent (1.5%) per month or any partial month or the maximum amount allowed by law (whichever is less) will be added to amounts not received within thirty (30) days of the invoice date. Time is of the essence in payments of invoices, and timely payment is a material part of the consideration of this MSSA. Costs, including reasonable attorney's fees, incurred by 1898 in collecting any delinquent amount shall be reimbursed by Client. If a portion of 1898’s invoice is disputed by Client, the undisputed portion shall be paid by Client by the due date. Client shall advise 1898 in writing of the basis for any disputed portion of any invoice. 4.4 Reserved. 4.5 Additional Services or Modified Services. For additional or modified Services, or reduced or changed or impacted scope of Services, the schedule, and compensation and amount of payment for the DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Exhibit B MSSA 1898&Co & Denton Municipal Electric 04-14-2023 Page 4 applicable Task Order shall be adjusted by Change Order on a mutually agreeable basis. Labor shall be on an hourly rate schedule (found in Appendix A), or as otherwise agreed to by the Parties. 4.6 Expenses. Reimbursable expenses for such items as airfare, rental car, lodging, meals, postage, and shipping, and other such costs shall be billed to Client at 1898’s direct cost. SECTION 5 – TERM & TERMINATION 5.1 Term. This MSSA shall remain effective until the later of (a) 90 days after the expiration of all Task Orders in accordance with this MSSA; (b) expiration of any Ordering Document, as and if applicable; or (c) termination of this MSSA as defined below. The term of each Task Order or other Ordering Document is set forth in the applicable Task Order or other Ordering Document. Third-Party Solutions may include a term different than stated herein and such term will be specific to such Third-Party Solution. 5.2 For Cause. Either Party may terminate this MSSA or any specific Task Order upon thirty (30) days' written notice in the event of substantial failure to perform a material requirement by the other party, including, but not limited to and by way of example, (a) payment by Client is a material requirement and breach by failure to timely pay undisputed amounts would be substantial failure; or (b) the confidentiality or license grant sections are material requirements, and breach of those sections shall be deemed a substantial failure to perform. 5.3 For Convenience. Either Party may terminate this MSSA upon ninety (90) days' written notice if all associated and applicable Task Orders and Ordering Documents have expired prior to such termination. In the event the Contract spans multiple fiscal years, the City’s continuing performance under the Contract is contingent upon the appropriation of funds to fulfill the requirements of the Contract by the City Council of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to Contractor that City may terminate the Contract without penalty, further duty, or obligation. 5.4 1898 Compensation. If the MSSA or any Task Order or Ordering Document is terminated in part or in whole for reasons other than the fault of 1898, 1898 shall be compensated for all undisputed amounts related to Services performed and expenses incurred prior to the date of termination in accordance with the provisions of Section 4 above. 5.5 1898 Liability. 1898 shall have no liability to Client or third parties for Services or Solutions (a) completed or modified by Client or others provided however 1898 will retain liability for any Services or Solutions provided prior to completion or modification; or (b) that are incomplete due to an early termination by either Party prior to final completion of 1898’s Services under the Task Order; or (c) Third-Party Solutions provided however 1898 will retain liability for any Third Party Solutions for which Client does not execute a separate license agreement, including any errors or omissions or warranty obligations, if any of the same are applicable. 5.6 Survival. Sections 5.5, 7, 8, and 9 shall survive any termination of this MSSA or of a Task Order by any party. SECTION 6 – INSURANCE 6.1 1898 Insurance. During the course of performance of its Services, 1898 shall maintain the following insurance (all amounts stated are in U.S. Dollars): General Liability Insurance, with a combined single limit of $1,000,000 for each occurrence and $1,000,000 in the aggregate. Automobile Liability Insurance, with a combined single limit of $1,000,000 for each accident. Workers' Compensation Insurance in accordance with statutory requirements and Employers' Liability Insurance, with a limit of $500,000 for each accident. DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Exhibit B MSSA 1898&Co & Denton Municipal Electric 04-14-2023 Page 5 6.2 Client’s Insurance. During the course of performance of its Services, Client shall maintain the following insurance (all amounts stated are in U.S. Dollars): General Liability Insurance, with a combined single limit of $1,000,000 for each occurrence and $1,000,000 in the aggregate. Automobile Liability Insurance, with a combined single limit of $1,000,000 for each accident. Workers' Compensation Insurance in accordance with statutory requirements and Employers' Liability Insurance, with a limit of $500,000 for each accident. Umbrella/Excess Liability Insurance coverage on a follow form basis and sitting excess of the Commercial General Liability, Automobile Liability, and Employers Liability Insurance required herein, with limits not less than $3,000,000 per occurrence and general aggregate on a per project/location aggregate basis. All Risk Property Insurance including coverage for Client’s property, tools and equipment used and necessary in the performance of Services under this contract. Cyber Liability Insurance including coverage for Network Security and Privacy Liability with a minimum limit of $250,000 per claim and annual aggregate covering all network security and privacy injury liability risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure of information, network interruption, data restoration, media liability, cyber extortion, as well as notification costs and regulatory defense, in the performance of Services and Solutions under this contract. 6.2.1 Prior to commencing any services hereunder, Client shall provide 1898 with certificates evidencing that (a) all insurance obligations required by the Task Orders and Ordering Documents (as applicable) are in full force and in effect and will remain in effect for the duration required by such and (b) no insurance coverage will be canceled or renewal refused unless at least thirty (30) days’ prior written notice is given to 1898. 6.2.2 Except for Workers Compensation and Employers Liability, the insurance policies required herein shall list 1898 as an additional insured. Client shall also require its other contractors to name 1898, along with Client as an indemnitee, the beneficiary of any waiver of subrogation, and with respect the other contractor’s automobile, general liability, and excess liability policies of insurance as an additional insured. 6.3 Waiver of Subrogation. Client and 1898 waive against each other and their respective consultants, subcontractors, sub-subcontractors, agents and employees of each and all of them, all rights of recovery, and their insurer’s rights of subrogation, for damages covered by property, automobile, or general liability insurance provided herein. Client and 1898 shall, where appropriate, require similar waivers of subrogation from consultants and subcontractors and shall require each of them to include similar waivers in their contracts. SECTION 7 – CONFIDENTIALITY 7.1 Confidential Information. The Parties hereby acknowledge that all non-public information provided by or relating to another Party (“Confidential Information”) pursuant to this MSSA constitutes trade secrets and confidential information of the disclosing Party. Confidential Information includes, without limitation, (a) pre-existing works, (b) Client materials and data, (c) 1898's methods and designs, (d) either Party’s client information, and (e) either Party’s trade secrets or other intellectual property. No Party shall sell, transfer, disclose, display or otherwise make available any of another Party's Confidential Information or copies or portions thereof to any other entity or third party (other than employees and contractors on a need-to-know basis who are bound in writing by confidentiality obligations, which are no less protective than those contained herein and survive any termination or expiration of the employee's employment or contractor's agreement with the receiving Party), or DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Exhibit B MSSA 1898&Co & Denton Municipal Electric 04-14-2023 Page 6 otherwise use another Party's Confidential Information, except as expressly permitted under, and in compliance with, this MSSA. The Parties agree to secure and protect the other Parties' Confidential Information so as to maintain the proprietary and confidentiality rights of the disclosing Party therein, including appropriate instructions to and agreements with its employees and contractors. Without limiting the foregoing, each of the Parties shall use at least the same procedures and degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this MSSA, but in no event less than reasonable care. 7.2 Limitations. The provisions of this section do not apply to information: (a) generally available to, or known by, the public prior to the time of disclosure by the disclosing Party; (b) that becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (c) which can be documented as previously known by the receiving Party prior to disclosure thereof by the disclosing Party; (d) disclosed to the receiving Party by a third party having no confidentiality obligations with respect to such information; (e) required by law to be disclosed by the receiving Party, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure; or (f) to the extent that the receiving Party has obtained written consent of the disclosing Party, but only to the extent expressly authorized in such written consent.1898 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. This obligation supersedes any conflicting provisions of this Agreement. All written material submitted by 1898 to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by 1898 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. 7.3 Injunctive Relief. The Parties agree and acknowledge that money damages may not be an adequate remedy for any breach of this section and that a Party may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for injunctive relief in order to prevent any such breach. SECTION 8 – SERVICES STANDARD OF CARE AND SOLUTION WARRANTY 8.1 1898 Solution Warranty. Unless otherwise stated in an Ordering Document, the 1898 Solution will be “as-is” without warranty, unless the applicable Task Order includes installation and User Acceptance Testing services (“UAT”) by 1898. Such UAT shall demonstrate that the 1898 Solution can function in the specified operating environment substantially in accordance with the documentation. After “go-live” or accepted as ready for production use, the software is thereafter provided “as-is” without warranty; provided, however, if Ordering Document includes an agreement for maintenance and support services, the coverage period under the Ordering Document shall apply from “go-live” or ready for production use date. 8.2 1898 Solution Warranty Remedy. In the event of a breach of the warranty in 8.1, 1898 will repair or replace the failing item so that it performs in accordance with such warranty. If, after repeated efforts (not to exceed six (6) months from the date 1898 receives written notice of the warranty breach), 1898 is unable to remediate such warranty claim, 1898 may refund that portion of any pre-paid fees from the date of the original warranty claim, as calculated in the Ordering Documents, as liquidated damages. 8.3 1898 Services. 1898 will perform the Services associated with the applicable Task Order consistent with the standards and practices of others providing similar services under similar circumstances at time of performance (“Standard of Care”). Client shall promptly notify 1898 in writing of any failure of 1898 to comply with this standard or any perceived deficiency in its Services. During performance of the Task Order, and for one year after completion of Services, should 1898 receive such notice, 1898 at its sole option, may (a) reperform the Services to bring the same into DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Exhibit B MSSA 1898&Co & Denton Municipal Electric 04-14-2023 Page 7 conformance with the requirements of the Task Order and the applicable Standard of Care, or (b) 1898 may liquidate damages to Client by paying to Client, as refund or otherwise, that portion of the compensation for that portion of the Services which are found to be deficient, or otherwise were not able to be corrected or bought into conformance with Task Order requirements by reperformance or replacement after commercially reasonable attempts by 1898 to do so. 8.4 Third-Party Solution. 1898 offers no warranty for Third-Party Solutions, or any third-party products or goods. Any warranty provided to Client will be through the third-party provider of such Third-Party Solution, products, or goods, and Client will be directed to where those warranties are contained or can be found in the Ordering Documents. 1898 makes no warranty or representation, express or implied, and assumes no obligation or liability with regards to Third-Party Solutions, products, goods, or warranties, and Client shall look solely to those third parties for remedies or relief. 8.5 THE OBLIGATIONS AND RIGHTS UNDER THIS SECTION CONSTITUTE THE PARTIES’ SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO ANY NON-CONFORMANCE OF SERVICE OR BREACH OF THIS WARRANTY. SECTION 9 – INDEMNIFICATION 9.1 General Indemnity. 1898 agrees to defend, indemnify, and hold Client harmless, and the other's officers, directors, and employees, from and against third party claims, liabilities, obligations, judgments, and causes of actions (“Third-Party Claims”) and all losses, damages, or expenses (including reasonable attorney’s fees) to the extent such losses, damages, and expenses are caused by the indemnitor’s own negligent acts, errors, or omissions. In the event losses, damages, or expenses are caused by the joint or concurrent negligence of Client and 1898, they shall be borne by each party in proportion to its own negligence. The Parties expressly agree that no provision of the MSSA is in any way intended to constitute a waiver by Client of any immunities from suit or from liability that Client may have by operation of law. 9.2 Intellectual Property Indemnity. 1898 will defend, indemnify, and hold Client and its officers, directors, employees, and agents harmless from and against Third-Party Claims and associated costs and expenses (including reasonable attorneys' fees) to the extent arising out of an allegation that the 1898 Solution infringes a third party’s U.S. patent, trademark, or copyright. 1898's indemnification obligation will not apply to the extent that the Third-Party Claim is based upon: (a) the use of any item in the 1898 Solution in combination with any other product if such combination is the proximate cause of the infringement; or (b) the use of the 1898 Solution in violation of this MSSA; (c) the use of the 1898 Solution not updated to the latest version offered by 1898 if such latest version incorporates modifications that would have avoided the infringement claim; (d) third party content supplied or transmitted by Client or Users; or (e) Third-Party Solutions. If there is a Third-Party Claim relating to Client's use of the 1898 Solution due to an infringement, or if, in 1898's opinion, any of the 1898 Solution is likely to become the subject of a Third-Party Claim of infringement, 1898 will at its option and expense, and as Client’s sole and exclusive remedy, use reasonable efforts to procure the right for Client to use the 1898 Solution that is the subject of the infringement Third-Party Claim, replace or modify the 1898 Solution so that it becomes non-infringing, or terminate the 1898 Solution and provide Client with a refund of the item's license fee (calculated on a 5-year straight line depreciated basis) and any prepaid amounts for Services not yet performed. 9.3 Indemnification Process. To be indemnified, the party seeking indemnification must: (a) give the other party timely written notice of the Third Party Claim (unless the other party already has notice of the Third-Party Claim); (b) give the indemnifying party authority, information, and assistance for the Third- Party Claim’s defense and settlement; and (c) not materially prejudice the indemnifying party’s ability to satisfactorily defend or settle the Third-Party Claim. The indemnifying party has the right, at its option, to defend the Third-Party Claim at its own expense and with its own counsel. The indemnifying party has the right to settle the claim without the indemnified party’s consent so long as the settlement does not require the indemnified party to pay any money or admit fault. The DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Exhibit B MSSA 1898&Co & Denton Municipal Electric 04-14-2023 Page 8 indemnified party will have the right, at its option, to participate in the defense of the Third-Party Claim, with its own counsel and at its own expense, but the indemnifying party will retain control of the Third-Party Claim’s defense. 9.4 Third-Party Solutions. As used in this Section 9, “Third-Party Claims”, shall not include claims made by a Third-Party Solutions provider against a Party, or made by a Party against a Third-Party Solutions Provider, and indemnification obligations of one Party to the other in that case shall not apply. SECTION 10 - LIMITATION OF REMEDIES Except with regards to Client’s breach of Section 3 (Client Responsibilities), Section 4 (Compensation), Section 7 (Confidentiality), or with regards to Third-Party Claims under Section 9 (Indemnification), the following limitations of remedies as to between the parties shall apply: 10.1 Mutual Waiver of Consequential Damages. Neither party is liable for any special, indirect, incidental, punitive, or consequential damages to the other. The excluded damages include, but are not limited to, by way of example, loss of profits; loss of savings or revenue; loss of use of the equipment, sublicensed software, licensed software, services, or data; cost of capital; cover costs, or cost of any substitute performance or replacement of equipment, facilities or services; third party consequential damages; and damage or loss property. 10.2 1898 Not Responsible for Third-Party Solutions. Subject to Section 5.5,1898 is not liable for any damages of any kind or nature related to or arising from a Third-Party Solution or any third party product or services. Any liability limitations set forth in the Ordering Documents state the maximum liability of the applicable Third-Party Solution including any representations, warranties, indemnification obligations, limitations of remedies, release or waiver of damages, and any other rights, duties, responsibilities, or obligations between Client and Third Party with respect to that Third-Party Solution. 1898 shall be considered an agent of Client with regards to the procurement of Third-Party Solutions, and otherwise all rights and remedies against Third-Party Solutions provider found under the applicable Order Documents; Client accepts such assignment, and Client waives and releases 1898 from any and all damages or liabilities arising out of Third-Party-Solutions, and Client shall look solely to Third-Party Solutions provider for any enforcement or remedy. 10.3 1898 Limitation of Liability. Notwithstanding any other provision herein, 1898's maximum liability to Client for all claims arising out of or related to any individual Task Order or 1898 Solution shall be limited to the specific remedies provided herein, but shall not exceed the greater of $100,000 USD or the amount paid by Client to 1898 under the applicable Task Order or applicable 1898 Solution Ordering Document, EXCLUDING any amounts paid for Third-Party Solutions. The maximum liability of 1898 to Client for all aggregated claims arising under this MSSA for all Task Orders and 1898 Solutions is limited to the amount paid by Client to 1898 during the twelve (12) months preceding the event giving rise to the most recent claim. The limitations of liability provided herein in this subsection 10.3 shall apply should it be judicially determined that the specific remedies provided elsewhere in this MSSA fail in their essential purpose. 10.4 Allowable Remedies. To the greatest extent allowed by law, the damages waived or excluded, or otherwise limited in this SECTION 10 Limitation of Remedies, shall be allowed, and shall apply to any and all claims or causes of action as to between the parties, including but not limited to breach of contract, breach of warranty, any tort claim including negligence, strict liability, or any other legal or statutory theory of recovery. SECTION 11 – GENERAL 11.1 Dispute Avoidance and Resolution. The parties are fully committed to working with each other during the term of this MSSA and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements. If disputes or disagreements do arise, Client and 1898 each DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Exhibit B MSSA 1898&Co & Denton Municipal Electric 04-14-2023 Page 9 commit to resolving such disputes or disagreements in an amicable, professional, and expeditious manner so as to avoid unnecessary losses, delays, and disruptions. 11.2 Jury Trial Waiver. Each party hereto waives trial by jury, and such waiver shall be binding upon their successors and assigns. Each party agrees not to name any employees of the other party individually in a suit, demand, or claim except to establish jurisdiction or venue, and to promptly dismiss such employee if the other party submits to jurisdiction and venue. 11.3 Dispute Resolution. For any claim, dispute, or controversy, Client and 1898 will first attempt to resolve such claim, dispute, or controversy through discussions between Client representatives and 1898 representatives designated by each party at such time as a claim, dispute, or controversy should arise. 11.3.1 If a claim, dispute, or controversy cannot be resolved through Client representatives and 1898 representatives, the persons who signed the MSSA agreement (“Signatories”) shall, upon the written request of either party, meet as soon as conveniently possible in the United States at a mutually agreed location, but in no case later than thirty (30) days after such a request is made, to attempt to resolve such claim, dispute, or controversy. Prior to any meetings between the Signatories, the parties will exchange relevant information that will assist the parties in resolving the claim, dispute, or controversy. 11.3.2 If after such meeting, the Signatories determine that the claim, dispute, or controversy cannot be resolved on terms satisfactory to both parties, the parties shall submit the claim, dispute, or controversy to mediation. The mediation shall be conducted by a mutually agreeable impartial mediator jointly selected or, if the parties cannot so agree, a mediator designated by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules and Mediation Procedures from the panel of technology mediators. The mediation will be held in the city of Denton, Texas (unless otherwise agreed in writing) and governed by and conducted pursuant to a mediation agreement negotiated by the parties or, if the parties cannot so agree, by procedures established by the mediator. 11.3.3 If a dispute is not resolved by mediation, then the Client and 1898 agree to consent to the jurisdiction and venue of the courts in the State of Texas, United States of America. 11.4 Recovery of Attorney Fees. The prevailing party in any litigation, or any other final, binding dispute proceeding upon which the parties may agree, shall be entitled to recover from the other party reasonable attorneys' fees and expenses incurred by the prevailing party. 11.5 Governing Law, Jurisdiction, and Venue. 11.5.1 This MSSA, and any cause of action between the parties, shall be governed by the laws of the State of Texas. Under no circumstances does either Party agree to, or submit itself to, the jurisdiction of any foreign court or tribunal. Parties agree to jurisdiction and venue of the Eastern District Court of Texas, and parties waive any objection to federal jurisdiction or venue in this court, and otherwise agree not to oppose removal from state court to this federal court if action should be first filed in state court; but if federal jurisdiction cannot be established, then jurisdiction and venue shall be found solely in the District Court of Denton County, Texas. 11.5.2 It is agreed that as to between the parties involving this MSSA and any Task Order or 1898 Solutions Ordering Document, none of these will be subject to the Uniform Computer Information Transactions Act (“UCITA”) (formerly the proposed Article 2B of the Uniform Commercial Code) or any version or revision of UCITA. 11.6 Solely with regards to THIRD-PARTY SOLUTIONS: DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Exhibit B MSSA 1898&Co & Denton Municipal Electric 04-14-2023 Page 10 11.6.1 If an Ordering Document for Third-Party Solutions specifies Governing Law, Jurisdiction, or Venue, then as to between Third-Party Solutions Provider and Client, that Ordering Document shall control, otherwise governing law shall be Texas and venue shall be in Denton County, Texas. 11.6.2 If the Third-Party Solutions ordering document specifies UCITA shall apply, then it shall apply but only as to between the Client and the Third-Party Solutions Provider and that Ordering Document. 11.7 Force Majeure. Neither Party shall be considered in default of this MSSA for delays or failure to perform which is caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this MSSA, such circumstances include, but are not limited to, where ever the work or services are to be provided or performed, including but not limited to and by way of example: abnormal weather conditions; floods; earthquakes; lightning; smoke; explosion, wind; water; volcanic eruptions; tidal waves; landslide; hail; fire; epidemics or pandemics; war, riots, and labor disturbances; terrorism; sabotage; third-party criminal acts; electrical; mechanical; telecommunication; cable or satellite failure; facility outages; power interruptions; short circuits; surges; brownouts; failure of the Internet; judicial restraint; order of government authority, organized labor actions, changes in law after the Effective Date; Acts of God; and any inability to procure any of the supplies, materials, accesses, or services required to be provided by either Party under this MSSA (Force Majeure Events). Should such circumstances occur, the non-performing Party shall, within 5 days of being prevented from performing, give written notice to the other Party describing the Force Majeure Event, and the circumstances preventing continued performance and the efforts being made to mitigate impacts and resume performance of this MSSA. Force Majeure Events that impact the planned and efficient execution of any Task Order or Ordering Document, including impacts to the scope, schedule, cost to perform, or involving any additional costs or time involved with suspension, protection of 1898’s work, demobilization, mitigation costs, increased risks of performance or acceptance, or costs to resume Services, and equitable adjustment in time and compensation shall be subject of a Change Notice and Change Order. In the event that any Task Order duration is suspended or extended due to no fault of 1898 for more than sixty (60) days beyond the planned date for final completion of the Task Order, the Services of 1898 required beyond that time shall be performed as additional services pursuant to the hourly rates stated in Appendix A, while both parties pursue in good faith an equitable adjustment in compensation and time for completion by Change Order. 11.8 Assignment. This MSSA shall inure to the benefit and be binding upon the Parties, their successors and assigns of the respective Parties hereto, provided however, that neither party shall assign, in whole or in part, its interest under this MSSA or any Task Order without the prior written consent of the other Party. 11.9 Beneficiaries. This MSSA and any Task Order or Ordering Document are solely for the benefit of the parties, and there are no other third-party beneficiaries under this MSSA or any Task Order or Ordering Document. 11.10 Entire Agreement. This MSSA, as supplemented by the Task Order(s) and Ordering Document(s), represents the entire and integrated agreement between Client and 1898 as to the Services and solutions herein and supersedes all prior negotiations, representations or agreements, either written or oral, relative to the Services and solutions described herein. 11.11 Precedence. In the event of inconsistencies between the terms contained in the MSSA and a Task Order or Ordering Document, the Task Order or Ordering Document shall take precedence. The terms of this MSSA will control over the terms contained in any purchase order. DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Exhibit B MSSA 1898&Co & Denton Municipal Electric 04-14-2023 Page 11 11.12 Exhibits. Attached hereto are the following exhibits and attachments which are incorporated herein by reference: Exhibit 1 – Task Order template Exhibit 2 – Change Order template Exhibit 3 - Contractor’s Task Order Task Order Documents – To be determined on a transactional basis Ordering Documents – To be determined on a transactional basis 11.13 Authorized Signatories. The persons signing below warrant and represent that they are authorized to execute this MSSA on behalf of their respective companies. 11.14 International Terms. To the extent that any Task Order is located outside of the United States or any 1898 Solution is used outside of the United States, the following additional terms apply. 11.14.1 English shall be the official language of this MSSA and of all documents prepared by 1898, as well as those furnished by Client to 1898 for use with any Services or 1898 Solution. In the event of any conflict between documents, the English version shall prevail. 11.14.2 All payments hereunder, by either party, shall be in United States Dollars. 11.14.3 To the extent permitted by law, Client waives any claims under decennial liability laws of any country and agrees that any claims against 1898 shall be made no later than one (1) year after completion of 1898’s Services or Client’s acquisition of any 1898 Solution. 11.14.4 Exchange rate on any damages awarded to either Party shall be based on the rate in effect on the date the Task Order and/or Ordering Document was entered into for the specific dispute. 11.14.5 This MSSA is excluded from the provisions of the United Nations Convention on the International Sale of Goods. 11.14.6 Taxes paid by 1898 to taxing authorities outside of the United States are not included in the fees, such as tax withholdings, transaction taxes, value-added taxes (“VAT”) and similar taxes. All such excluded taxes not included in the fees are to be paid by Client. DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Exhibit B MSSA 1898&Co & Denton Municipal Electric 04-14-2023 Page 12 IN WITNESS WHEREOF, the parties have executed this MSSA the day and year first written above. City of Denton Burns & McDonnell Engineering Company, Inc. By: By: Name: Name: Title: Title: Date: Date: DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Chris Underwood Vice President 6/29/202308/01/2023 City Manager Sara Hensley EXHIBIT 1 TASK ORDER #20___ This Task Order (“Task Order”) is entered into and authorized by City of Denton (“Client”) and 1898 & Co., a division of Burns & McDonnell Engineering Co, Inc. (“1898”) on the last date of execution below (“Effective Date”). The Parties agree that the 1898 shall perform the following Services in accordance with the terms of the Master Software Services and Solutions Agreement dated _______________, _______ (“MSSA”). 1. Scope of Services. (Describe Services here, or in attached Attachment 20__) 2. Compensation. The basis of compensation for the above Services shall be:  Lump Sum Fee of $_____________  Hourly Rate per Appendix 2 Subject to a Not-to-Exceed Cap of $_____________, without further authorization  Hourly Rate per Appendix 2 With no maximum  Other, as follows (describe below): 3. Other Terms. (Describe below) A. The terms of this Task Order supersede any contrary terms of the MSSA. IN WITNESS WHEREOF, the parties have executed this Task Order the day and year first written above. City of Denton Burns & McDonnell Engineering Company, Inc. By: By: Name: Name: Title: Title: Date: Date: DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 EXHIBIT 2 CHANGE ORDER [TEMPLATE] This Change Order shall modify the terms and conditions in the Master Software Services and Solutions Agreement dated _______________, _______ (“MSSA”) under which 1898 & Co., a division of Burns & McDonnell Engineering Co, Inc. (“1898”) provides Services to City of Denton (“Client”) pursuant to Task Order ____________ (“Task Order”). 1898 is hereby authorized and directed to make the changes to the Task Order and its related scope of work as set forth herein. To the extent the terms and conditions set forth herein are inconsistent with or contradict the terms of the MSSA or Task Order, these amended terms and conditions shall supersede such inconsistent or contradictory terms. Except as amended hereby, the MSSA shall remain in full force and effect. This Change Order supersedes all proposals or other prior acknowledgements, oral or written, and all other communications between the parties relating to the subject set forth herein. 1. Adjusted Scope of Services. 1898 shall perform the Services as set forth in Appendix 2, which shall be incorporated into this Change Order by reference. 2. Supplemental or Modified Terms and Conditions. [IF NEEDED] 3. Compensation. To compensate 1898 for the supervision, labor, materials, equipment, supplies and other costs or risks necessarily incurred to perform the Services required by this Change Order or to credit Client for the supervision, labor, materials, equipment, and supplies deducted from the Services, the Compensation included in the Task Order shall be adjusted as follows: DocuSign Envelope ID: 831F8937-CC97-4003-AD0C-A0DD154D5569 Contract # 7804-010 Exhibit C Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) 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: 831F8937-CC97-4003-AD0C-A0DD154D5569 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: 831F8937-CC97-4003-AD0C-A0DD154D5569 1898 & Co. a division of Burns & McDonnell Engineering Company, Inc. Exhibit D - Form CIQ X X X 6/29/2023 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: 831F8937-CC97-4003-AD0C-A0DD154D5569 Certificate Of Completion Envelope Id: 831F8937CC974003AD0CA0DD154D5569 Status: Completed Subject: Please DocuSign: City Council Contract 7804-010 Utility Network Cloud Management Services Source Envelope: Document Pages: 23 Signatures: 8 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 6/27/2023 8:40:54 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 6/27/2023 8:45:46 AM Viewed: 6/27/2023 8:46:00 AM Signed: 6/27/2023 8:46:17 AM 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: 6/27/2023 8:46:20 AM Viewed: 6/27/2023 12:39:42 PM Signed: 6/27/2023 12:40:18 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/27/2023 12:40:20 PM Viewed: 6/28/2023 4:23:33 PM Signed: 6/28/2023 4:29:54 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris Underwood chris.underwood@1898andco.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 136.32.73.210 Signed using mobile Sent: 6/28/2023 4:29:57 PM Viewed: 6/29/2023 5:01:53 PM Signed: 6/29/2023 5:10:54 PM Electronic Record and Signature Disclosure: Accepted: 6/29/2023 5:01:53 PM ID: 32d3aa5b-ae21-42cd-9df5-dbc0662e44cc Signer Events Signature Timestamp Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/29/2023 5:10:56 PM Viewed: 6/29/2023 5:17:43 PM Signed: 6/29/2023 5:18:16 PM Electronic Record and Signature Disclosure: Accepted: 6/29/2023 5:17:43 PM ID: 2a1aff8a-d48e-463a-8ac8-48d793906a7f Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 6/29/2023 5:18:19 PM Viewed: 8/2/2023 8:02:38 AM Signed: 8/2/2023 8:04:27 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: 198.49.140.10 Sent: 8/2/2023 8:04:31 AM Viewed: 8/2/2023 8:39:06 AM Signed: 8/2/2023 8:39:12 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/2/2023 8:39:15 AM Viewed: 8/2/2023 8:47:49 AM Signed: 8/2/2023 8:48:52 AM Electronic Record and Signature Disclosure: Accepted: 8/2/2023 8:47:49 AM ID: d034b4cb-ba15-4721-906d-e5241627d600 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: 6/27/2023 8:46:19 AM 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: 6/29/2023 5:18:19 PM Viewed: 7/5/2023 1:19:46 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 8/2/2023 8:48:54 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jerry Looper jerry.looper@cityofdenton.com System Operations and Compliance Division Manager Denton Municipal Electric Security Level: Email, Account Authentication (None) Sent: 8/2/2023 8:48:55 AM Electronic Record and Signature Disclosure: Accepted: 7/24/2023 2:25:01 PM ID: e03664b6-1aff-4aea-9871-f543a0863828 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/27/2023 8:45:46 AM Envelope Updated Security Checked 7/6/2023 9:22:01 AM Certified Delivered Security Checked 8/2/2023 8:47:49 AM Signing Complete Security Checked 8/2/2023 8:48:52 AM Completed Security Checked 8/2/2023 8:48:55 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: Chris Underwood, Antonio Puente, Jesus Salazar, Jerry Looper 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.