Exhibit 2 - Original Ordinance, Contract, Amendments, and Name ChangeORDINANCE NO. 2013-118
AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR,
AUTHORIZING, AND APPROVING A THREE (3) YEAR EXPENDITURE OF
FUNDS FOR THE PURCHASE OF A GEOGRAPHIC 1NFORMATION/FACILITIES
MANAGEMENT SYSTEM (GIS), SOFTWARE PRODUCTS FOR GIS CORE
OPERATIONS, ENHANCED WEB-BASED GIS, AND A NEW OUTAGE
MANAGEMENT SYSTEM FROM TELVENT USA, LLC, WHICH IS AVAILABLE
FROM ONLY ONE SOURCE AND 1N ACCORDANCE WITH CHAPTER 252.022 OF
THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT
FROM THE REQUIREMENTS OF COMPETITNE BIDDING; AND PROVIDING
AN EFFECTIVE DATE (FILE 5225-PURCHASE OF GIS SOFTWARE PRODUCTS,
ENHANCED WEB-BASED GIS, AND OUTAGE MANAGEMENT SYSTEM IN THE
NOT-TO-EXCEED AMOUNT OF $491,813.75).
WHEREAS, Section 252.022 of the Local Government Code provides that
procurement of items that are only available from one source, including; items that are
only available from one source because ofpatents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility
purchases; captive replacement parts or components for equipment; and library materials
for a public library that are available only from the persons holding exclusive distribution
rights to the materials; and need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items
mentioned in the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as
described in the "File" listed hereon, and on file in the office of the Purchasing Agent,
and the license terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
5225 Telvent USA, LLC $491,813.75
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including,
items that are only available from one source because of patents, copyrights, secret
processes or natural monopolies; films, manuscripts or books; electricity, gas, water and
other utility purchases; captive replacement parts or components for equipment; and
library materials for a public library that are available only from the persons holding
exclusive distribution rights to the materials; and need not be submitted to competitive
bids.
SECTION 3. The acceptance and approval of the above items shall not
constitute a contract between the City and the person submitting the quotation for such
items until such person shall comply with all requirements specified by the Purchasing
Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts
relating to the items specified in Section 1 and the expenditure of funds pursuant to said
contracts is hereby authorized.
SECTION 5. The City Council of the City of Denton, Texas hereby expressly
delegates the authority to take any actions that may be required or permitted to be
performed by the City of Denton under File 5225 to the City Manager of the City of
Denton, Texas, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its
passage and approval.
PASSED AND APPROVED this the day of , 2013.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: l -
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
s-o - ne s2zs `
a5
STATE OF TEXAS
COUNTY OF DENTON
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES RE ARCFM SOLUTION UPGRADE
THIS AGREEMENT is made and entered into as of the day of May, 2013, by and
between the City of Denton, Texas, a Texas Municipal Corporation, with its principal offices at 215
East McKinney Street, Denton, Texas 76201 (hereinafter "City") and Telvent USA LLC, a limited
liability company, with offices at 4701 Royal Vista Circle, Fort Collins, Colorado, 80528
hereinafter "CONSLTLTANT"); the parties acting herein, by and through their duly-authorized
officers and representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained, the
parties hereto do mutually AGREE as follows:
ARTICLE I
EMPLOYMENT OF CONSULTANT
The CITY hereby contracts with CONSIJLTANT, as an independent contractor, and the
CONSULTANT hereby agrees to perform the services herein in connection with the scope of
services as stated in the Articles to follow, with diligence and in accordance with the professional
standards customarily obtained for such services in the State ofTexas.
ARTICLE II
SCOPE OF SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. Consultant, an international software engineering firm, shall provide to the City professional
and personal consulting services pertaining to CONSULTANT'S Scope of Work entitled
ArcFM Solution Upgrade Services", dated March 27, 2013 which is a thirty-three (33) page
document from CONSLJLTANT to Denton Municipal Electric, which letter is attached hereto
as E ibit "A" and is incorporated herewith by reference.
B. To consult with key personnel within Denton Municipal Electric and the Technology Services
Department of the CITY, and any other designated city personnel regarding any and all
aspects of the services to be performed pursuant to this Agreement.
ARTICLE III
ADDITIONAL SERVICES
Any additional services to be performed by CONSULTANT, if authorized by the CITY, which are
not included in the above-described Scope of Work, CONSULTANT, who shall determine, in
writing, the scope of such additional services, the amount of compensation for such additional
services, and other essential terms pertaining to the provision of such additional services by
CONSULTANT.
ARTTCLE N
PERIOD OF SERVICE
This Agreement shall become effective upon execution by the CITY and the CONSLTLTANT
and upon the issuance of a notice to proceed by the CITY. The termination date of this Agreement
shall be upon the earliest to occur of the following events: completion of the work described here,
including additional services, and in the attached E ibit "A"; or upon the depletion and e austion
of the $491,813.75 not-to-exceed amount provided for herein; or upon fifteen (15) days written
notice to terminate, issued by the City Manager. This Agreement may be sooner terminated in
accordance with the provisions hereof. Time is of the essence in this Agreement. The
CONSLTLTANT shall make all reasonable efforts to complete the services set forth herein as
expediently as possible and to meet the schedules established by the CITY, acting through its
Assistant City Manager of Utilities or his designee.
ARTICLE V
COMI'ENSATION
A. COMPENSATION TERMS:
Compensation terms are pursuant to the "Service Quote" contained on page 31 of the above
Scope of Work. Reference is expressly made to page 30 for the specific figures and the
assumptions.
Direct Non-Labor Expense" is defined as that expense, based upon actual cost, for any out-
of-pocket expense reasonably incurred by CONSULTANT in the performance of this
Agreement for supplies, long-distance telephone, telecopier, reproduction expense, overnight
courier, photocopy expense, transportation, travel, communications, subsistence and lodging
away from home and similar incidental expenses reasonably incurred in connection with the
Project, All expenses are included in the fixed price Service Quote on page 31 ofthe Scope of
Work.
B. BILLING AND PAYMENT:
For and in consideration of the professional services to be performed by the CONSULTANT
herein, the CITY agrees to pay CONSITLTANT a total fee, including reimbursement for
direct non-labor expenses, of not-to-exceed $491,813.75 for those services described in
Exhibit "A" attached hereto.
Payments to CONSULTANT will be made by the CITY on the basis of the milestone
payment schedule as detailed on page 31 of the Scope of Work and rendered to the CITY
through the General Manager of Denton Municipal Electric ("DME") of designee. The fee
bills as submitted, shall be allowed and approved, or shall be disallowed for case, by the
General Manager of DME or designees.
Nothing contained in this Article shall require the CITY to pay for any work which is
unsatisfactory as reasonably determined by the General Manager of DME Utilities or
designee, or which is not submitted in compliance with the terms of this Agreement. The
CITY shall not be required to make any payments to the CONSiTLTANT when the
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CONSULTANT is in default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized to
undertake any work pursuant to this Agreement which would require additional payments by
the CITY for any charge, expense or reimbursement above the maximum not-to-exceed fee as
stated, without first having obtained written authorization from the CITY. CONSLJLTANT
shall not proceed to perform any services to be later provided for under Article ILI.
Additional Services" without first obtaining prior written authorization from the CITY.
C. ADDI'TIONAL SERVICES: For additional services authorized in writing by the CITY in
Article III hereinabove, CONSULTANT shall be paid based on a to-be-agreed-upon Schedule
of Charges. Payments for additional services shall be due and payable upon submission by
CONSULTANT, and shall be in accordance with Article V.B. herein. Statements for Basic
Services and any Additional Services shall be submitted to CITY no more frequently than
once monthly.
D. PAYMENT
Ifthe CITY fails to make payments due to CONSULTANT for services and expenses within
thirty (30) days after receipt of the CONSiJLTANT'S undisputed statement thereof, the
amounts due the CONSLTLTANT will be increased by the rate of statutory Prompt Payment
Act interest as provided under Texas law from the said thirtieth (30th) day, and in addition,
the CONSULTANT may, after giving ten (10) days' written notice to the CITY, suspend
services under this Agreement until the CONSULTANT has been paid in full for all amounts
then due and owing for services, expenses and charges provided. However, nothing herein
shall require the OWNER to pay the Prompt Payment interest referenced above if the CITY
reasonably determines that the work of CONSiJLTANT is unsatisfactory, in accordance with
Article V, Compensation, and the CITY promptly notifies CONSULTANT in writing within
twenty-one (21) days of any such defect, specifying the work which it deems to be
unsatisfactory..
ARTICLE VI
OBSERVATION AND REVIEW OF TI WORK
A. CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the CITY any defects or deficiencies in the work of the
CONSULTANT or any of its subcontractors or subconsultants.
B. All deliverables submitted to the CITY shall be reviewed and checked within two weeks
of delivery. Deliverables are outlined in E ibit "A" — Scope of Work and include
completed work (documents, services, code, etc.) provided to CITY for review.
CONSULTANT shall be notified in writing of any pending delays in review periods.
C. 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 these approximate
review periods any and all products that are in error of have not been prepared within the
scope of work; unless otherwise notified in writing, these corrections will be incorporated
in another work task submittal.
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D. The correction procedures of CONSULTANT shall not affect the overall production
schedule. Once final acceptance is given on any deliverable product, any further
modifications required of CONSLTLTANT for that accepted product shall be considered
Additional Services per Article III, and shall be billable at appropriate current hourly
rates.
E. CITY must exercise due diligence and shall ensure that factors beyond the control of
CONSULTANT, such as CITY delays and failure to fulfill CITY responsibilities, shall
not interfere with CONSULTANT's ability to complete the services. CITY shall notify
CONSULTANT of any such factors that may cause delays in the completion of tasks or
changes to the scope of work, and both parties will mutually determine required
modifications to this Agreement.
F. At the conclusion of project acceptance, CONSIJLTANT will request that CITY sign an
acceptance certificate. CITY's production use of any given application prior to receipt of
an acceptance certificate shall constitute acceptance on the part of the CITY. Production
use shall be defined as the use of the application in an environment that includes Client's
system ofrecord database.
ARTICLE VII
OWNERSHIP OF DOCLJMENTS
All documents, analyses and other data and deliveries prepared by CONSLTLTANT under this
Agreement as described in the Scope of Work ("Work Product") are instruments of service and are
and shall remain the properly of CONSULTANT. CONSLTLTANT grants a personal, non-
transferable, nonexclusive license to use and copy the Work Products (as defined in Attachment
A" Scope of Work) solely ' for CITY's internal business purposes. CTTY shall include
CONSULTANT'S copyright notice and any other legend of ownership on all copies of the Work
Product as such notice appears on the originals. 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 Work Product.
The Work Products shall not be changed or used for purposes other than those set forth in this
Agreement without the prior written approval of CONSiTLTANT. If CITY releases the Work
Products to a third party without CONSULTANT prior written consent, or changes or uses he Work
Products other than as intended hereunder, CITY does so at its sole rislc and discretion and
CONSITLTANT shall not be liable for any claims or damages resulting from or connected with the
release or any third party's use of the Work Products; and CITY shall be considered in breach of
this Agreement and CONSLTLTANT shall have all rights to remedy as provided hereunder.
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSiJLTANT shall provide services to CITY as an independent contractor, not as an employee
ofthe CITY. CONSULTANT shall not have or claim any right arising from employee status.
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ARTICLE IX
INDEMNITY AGREEMENT
A. The CONSULTANT shall indemnify and save and hold harmless the CITY and its officials,
officers, agents, attorneys and employees from and against any and all liability, claims, demands,
damages, losses and expenses, including but not limited to court costs and reasonable attorney fees
incurred by the CITY, and including without limitation damages for bodily and personal injury,
death and properry damage, resulting from the negligent acts or omissions of the CONSULTANT
or its subconsultants in performance of this Agreement. PROVIDED HOWEVER, the total liability
ofCONSIJLTANT hereunder, in any event, shall in no event exceed $1,000,000.
B. The CITY, to the extent provided by applicable law, shall indemnify and save and hold
harmless CONSLTLTANT and its officials, officers, agents, attorney, and employees from and
against any and all liability, claims, demands, damages, losses, and expenses, including but not
limited to court costs and reasonable attorney's fees incurred by CONSULTANT and including,
without limitation, damages for bodily and personal injury, death, or property damage, resulting
from the negligent acts or omissions of the CITY, or its officers, agents, subcontractors, sub-
consultants, attorney, and employees in the execution, operation, or performance of this Agreement
C. Nothing in this Agreement shall be construed to create a liability to any person who is not a
party to this Agreement and nothing herein shall waive any of the party's defenses, both at law or
equity, to any claim, cause of action or litigation filed by anyone not a party to this Agreement,
including the defense of governmental immunity, which defenses are hereby expressly reserved.
ARTICLE X
INSURANCE
During the performance of the Services under this Agreement, CONSiTLTANT shall
maintain the following insurance with an insurance company licensed to do business in the State of
Texas by the State Insurance Commission or any successor agency, that has a rating with A. M.
Best Rate Carriers of at least an "A-" or above:
A. Comprehensive General Liability Insurance with bodily injury limits of not less than
1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with
property damage limits of not less than $100,000 for each occurrence and not less than
100,000 in the aggregate.
B. Automobile Liability Insurance with bodily injury limits of not less than $1,000,000 for each
person and not less than $1,000,000 for each accident and with property damage limits for not
less than $100,000 for each accident.
C. Worker's Compensation Insurance (if applicable) in accordance with statutory requirements
and Employer's Liability Insurance with limits ofnot less than $100,000 for each accident.
D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
E. CONSULTANT shall furnish insurance certificates or insurance policies at the CITY's
request to evidence such coverage to the extent that is possible. Otherwise CONSLTLTANT
n j ;
shall furnish to CITY within fifteen (15) days of the date of approval of this Agreement,
certificates of insurance evidencing the required coverage. The insurance policies shall name
the CITY as an additional insured on all such policies to the extent legally possible (save and
except the coverage described in Subparagraph C. and D. of this Article), and shall contain a
provision that such insurance shall not be cancelled or modified without thirty (30) days prior
written notice to CITY and CONSiJLTANT. In such event, the CONSLTLTANT shall, prior
to the effective date of the change or cancellation of coverage, deliver copies of any such
substitute policies furnishing at least the same policy limits and coverage to OWNER.
ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the dispute
to arbitration or other means of alternate dispute resolution such as mediation. No arbitration or
alternate dispute resolution arising out of or relating to, this Agreement involving one party's
disagreement may include the other party to the disagreement without the other's approval.
ARTICLE XII
LIMITATION OF LIABILITY
A. CONSULTANT's liability to the CITY shall extend only to those actual damages suffered
by the CITY as a result of CONSLJLTANT's breach ofthis Agreement. CONSULTANT's
liability shall not exceed the amount actually paid by the CITY for the professional services
involved in this Agreement.
B. Notwithstanding the provisions of Article XII.A of this Agreement, the provisions and the
insurance coverage provided for in Article X. ofthis Agreement shall apply, and shall be in
full force and effect. CONSLJLTANT must maintain the insurance set forth in Article X.
or otherwise, upon the occurrence of an insurable event for which CONSULTANT should
be covered under the terms of this Agreement, CONSLTLTANT shall be liable to CITY for
actual damages, up to the required face amount of each applicable insurance policy. In no
event will Consultant be liable to CITY for any indirect, consequential, or special damages.
ARTICLE XIII
CONSEQUENTIAL DAMAGES
In no event and under no circumstances shall CONSLTLTANT be liable to CITY for any interest,
loss of anticipated revenues, earning, profits, or increases expense of operations, or for any
consequential indirect, or special damages.
ART'ICLE XN
PROFESSIONAL STANDARDS
CONSULTANT will perform services under this Agreement with the degree of skill and diligence
normally practiced by professional engineers or consultants performing the same degree of similar
services. No other warranty or guarantee, expressed or implied, is made with respect to the services
furnished under this Agreement and all implied warranties are disclaimed.
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ARTICLE XV
TERMII tATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate this
Agreement by providing thirty (30) days advance written notice to the other party.
B. Alternatively, this Agreement may be terminated in whole or in part in the event of either
party substantially failing to fulfill its obligations under this Agreement. No such termination
will be effected unless the other party is given (1) written notice (delivered by certified mail,
return receipt requested) of intent to terminate and setting forth the reasons specifying the
nonperformance or other reason(s), and not less than (30) calendar days to cure the failure;
and (2) an opportunity for consultation with the terminating party prior to termination.
C. If the Agreement is terminated prior to completion of the services to be provided hereunder,
CONSiJLTANT shall immediately cease all services and shall render a final bill for services
to the CITY within thirty (30) days after the date of termination. The CITY shall pay
CONSULTANT for all services properly rendered and satisfactorily performed, and for
reimbursable expenses prior to notice of termination being received by CONSLTLTANT, in
accordance with Article V ofthis Agreement. Should the CITY subsequently contract with a
new consultant for the continuation of services on the Project, CONSLTLTANT shall
cooperate in providing information to the CITY and the new consultant. The
CONSLTLTANT shall turn over all documents prepared or furnished by CONSULTANT
pursuant to this Agreement to the OWNER on or before the date of termination but may
maintain copies of such documents for its use.
ARTICLE XVI
RESPONSIBIL,ITY FOR CLAIMS AND LIABILITIES
Approval of the work by the CITY shall not constitute nor be deemed a release of the
responsibility and liability of the CONSLTLTANT, its officers, employees, agents, subcontractors,
and sub-consultants for the accuracy and competency of their designs or other work performed
pursuant to this Agreement; nor shall such approval by the CITY be deemed as an assumption of
such responsibility by the CITY for any defect in the design or other work prepared by the
CONSiTLTANT, its ofiicers, employees, agents, subcontractors, and sub-consultants.
ARTICLE XVII
NOTICES
All notices, communications, and reports required or permitted under this Agreement shall be
personally delivered, faxed e-mailed, or may be mailed to the respective parties by depositing same
in the United States mail at the addresses shown below, by means of U. S. Mail, postage prepaid,
certified mail, return receipt requested, unless otherwise specified herein.
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To CONSLTLTANT:
Telvent USA, LLC
Attn: Legal Department
4701 Royal Vista. Circle
Fort Collins, CO 80528
Fax No. (970) 223-5577
To CITY:
City ofDenton, Texas
Attn: Jerry Fielder, P.E.
1659 Spencer Road
Denton, Texas 76205
Fax No. (940) 349-7334
I
City ofDenton, Texas
Attn: City Manager
215 East McKinney Street
Denton, Texas 76201
Fax: (940) 349- 8596
All notices under this Agreement shall be effective upon their actual receipt by the party to
whom such notice is given or within three days after the date of mailing.
ARTTCLE XVIII
ENTIRE AGREEMENT
This Agreement, consisting of thirteen (13) pages and E ibit "A" consisting of thirty-one
31) pages, constitutes the complete and final expression of the Agreement of the parties and is
intended as a complete and exclusive statement of the terms of their agreements, and supersedes all
prior contemporaneous offers, promises, representations, negotiations, discussions, communications
understandings, and agreements which may have been made in connection with the subject matter
hereof.
ARTICLE XIX
SEVERABII,ITY
If any provision of this Agreement is found or deemed by a court of competent jurisdiction to
be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement,
and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall
reform this Agreement, to the extent reasonably possible, to replace such stricken provision with a
valid and enforceable provision which comes as close as possible to expressing the original
intentions ofthe parties respecting any such stricken provision.
ARTICLE XX
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, local laws, rules, regulations, and
ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read
or hereafter be amended.
f:. .
1
In performing the
against any person on t
physical handicap.
ARTICLE XXI
DISCRIMINATION PROHIBITED
services required hereunder, the CONSULTANT shall not discriminate
e basis of race, color, religion, sex, national origin or ancestry, age, or
ART'ICLE XXII
PERSONNEL
A. The CONSULTANT represents that it has secured, or will secure at its own expense at its
own expense any additional personnel required to perform all the services under this
Agreement. Such personnel shall be subconsultants of CONSULTANT, and shall not be
employees or officers of, nor have any contractual relations with the CITY. CONSULTANT
shall inform the CITY of any conflict of interest or potential conflict of interest that may arise
during the term of this Agreement.
B. All services required hereunder will be performed by the CONSLTLTANT or under its
supervision. All personnel engaged in performing the work shall be qualified, and shall be
authorized and permitted under state and local laws to perform such services.
C. It is hereby mutually agreed that the CITY and CONSiTLTANT will not solicit, hire, or
contract with any employee(s) of the CITY's or CONSLTLTANT's staff who are associated
with efforts called for under this Agreement during the term of this Agreement and for a
period of one (1) year thereafter. In the event the foregoing provision is breached, liquidated
damages equal to twelve (12) months of the employee's compensation plus any legal
expenses associated with the enforcernent of this provision shall be paid by the hiring party,
whether CITY or CONSULTANT.
ART'ICLE XXIII
ASSIGNABILITY
The CONSiJLTANT shall not assign any interest in this Agreement and shall not transfer any
interest in this Agreement (whether by assignment, novation or otherwise) without the prior written
consent of the OWNER. CONSIJLTANT shall prornptly notify OWNER, in writing, of any change
of its name as well as of any material change in its corporate structure, its location, and/or its
operations.
ART'ICLE XXN
MODIFICATION
No waiver or modification ofthis Agreement or of any covenant, condition, limitation herein
contained shall be valid unless in writing and duly executed by the party to be charged therewith.
No evidence of any waiver or modification shall be offered or received in evidence in any
proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or
obligations ofthe parties hereunder, unless such waiver or modification is in writing, duly executed.
r: %i
The parties further agree that the provisions of this Article will not be waived unless as herein set
forth.
ARTICLE XXV
MISCELLANEOUS
A. The following E chibit "A" is attached to, incorporated herewith by reference, and made a part
of this Agreement for all purposes pertinent:
Exhibit "A" --- CONSULTANT'S Scope of Work
B. CONSLTLTANT agrees thatCITY shall, until the expiration of four (4) years after the final
payment made by CITY under this Agreement, have access to and the right to examine any
pertinent books, documents, papers and records ofthe CONSULTANT involving transactions
relating to this Agreement. CONSULTANT agrees that OWNER shall have access during
normal working hours to all necessary CONSULTANT facilities and shall be provided
adequate and appropriate working space in order to conduct examinations or audits in
compliance with this Article. CITY shall give CONSiJLTANT reasonable advance notice of
all intended examinations or audits.
C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton
County, Texas. This Agreement shall be governed by and construed in accordance with the
laws ofthe State of Texas.
D. For the purpose of this Agreement, the key persons who will serve as Project Manager
respecting this engagement shall be j-e r r ec, , and Rick Frymyer, Strategic
Account Manager of CONSLTLTANT. However, nothing herein shall limit CONSULTANT
from using other qualified and competent consultants and administrative support personnel of
their firm to perform the services required herein.
E. CONSULTANT shall commence, carry on, and complete its work on the Project with all
applicable dispatch, and in a sound, economical, efficient manner, and in accordance with the
provisions hereof. In accomplishing the Project, CONSiTLTANT shall take such steps as are
appropriate to ensure that the work involved is properly coordinated with related work being
carried on by the CITY.
F. The CITY shall assist the CONSULTANT by placing at the CONSiJLTANT's disposal all
available infortnation pertinent to the Project, including previous reports, any other data
relative to the Project and arranging for the access to, and make all provisions for the
CONStTLTANT to enter in or upon, public and private property as required for the
CONSLTLTANT to perForm professional services under this Agreement. CITY and
CONSULTANT agree that CONSLTLTANT is entitled to rely upon information furnished to
it by CITY without the need for further inquiry or investigation into such information.
G. During the entire course of the project, CITY will be responsible for backup/recovery of all
onsite project related digital data, materials, and databases. CONSIJLTANT will be
responsible for backup/recovery of all project related data housed on CONSIJLTANT
computer systems.
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H. The captions of this Agreement are for informational purposes only and shall not in any way
affect the substantive terms or conditions ofthis Agreement.
Remainder ofPage Intetionally Left Blank
Signatures on nextpage
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IN WIT'NESS WHEREOF, the City of Denton, Texas has executed this Agreement in four (4)
original counterparts, by and through its duly-authorized City Manager; and Telvent USA LLC,
a Delaware limited liability company, having executed this Agreement by and through its duly-
authorized undersigned officer, on this the % day of , 2013.
CI'I'Y"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By:
GEORGE C. CAMPBELL
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By: _
CONSULTANT"
ATTEST:
I a.rseN
By:
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TELVENT USA LLC
A Delaware Lir ted Liability Corporation
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EXIIIBIT A
See attached Scope ofWork entitled
ArcFM Solution Upgrade
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Smart Information for a Sustainable World
Scope of Work
ArcFM Solution Upgrade Services
Telvent USA, LLC
4701 Royal Vista Circle
Fort Collins, CO 80528
Phone: 970-223-1888
Fax: 970-223-5577
www.telvent.com
Prepared for:
Denton Municipal Electric
at the City of Denton
Proposal Date: 2/11 /2013
Version Number: 7.1
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Proprietary & Confidential
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Smart
Grid
so ution
ICity of DerrtonCity fDenton ArcFM Solution U grade ServicesArcF_5 lut on Up c eni ces
INTRODUCTION..............................................................................................................................1
ASSUM PTIONS ................................................................................................................................1
PROPOSEDSERVICES ......................................................................................................................4
1 ARCFM SOLUTION UPGRADE FROM VERSION 93.1 TO 10.1.X .................................................4
1 .1 PROJECT INITIATION ................................................................................................................. 4
1.2 DATA MODELING SUPPORT ...................................................................................................... 4
1.3 UPGRADE CUSTOM COMPONENTS ............................................................................................. 5
1.4 DEPLOYMENTTODEVELOPMENTSUPPORT ...................................................................................6
1.5 DEPLOYMENTTO PRODUCTION SUPPORT ..................................................................................... S
2 ARCFM FOR SILVERLIGHT IMPLEMENTATION ...........................................................................9
2.1 PROJECT INITIATION ................................................................................................................. 9
2.2 INSTALL & CONFIGURE HARDWARE ............................................................................................ 9
2.3 CONFIGURE ARCFM FOR SILVERLIGHT ....................................................................................... 1 O
2.4 PUBLISH MAP SERVICES .......................................................................................................... 1 O
2.5 POST ROLLOUT SUPPORT ........................................................................................................ 1 1
3 FIBER MANAGER IMPLEMENTATION ......................................................................................11
3.1 PROJECT KICKOFF ................................................................................................................. 11
3.2 CREATE AND CONFIGURE GEODATABASE .................................................................................. 12
3.3 FIBER MANAGER INSTALLATION & CONFIGURATION ..................................................................... 12
3.4 REMOTE EDITING & CONFIGURATION SUPPORT ........................................................................... 13
4 RESPONDER IMPLEMENTATION .............................................................................................14
4,1 RESPONDER — DESIGN PHASE .................................................................................................. 14
4.2 RESPONDER—DEVELOP PHASE ................................................................................................ 17
4.3 RESPONDER—DEPLOY PHASE .................................................................................................. 26
PROJECTPLAN ..............................................................................................................................30
SERVICESQUOTE ..........................................................................................................................31
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Introduction
Telvent USA, LLC (Telvent) is pleased to provide to Denton Municipal Electric (DME) at
the City of Denton this Scope of Work for ArcFM Solution Upgrade Services.
The upgrade of software components defined in this SOW relates to only those
custom components in use at DME that were developed by Telvent during previous
ArcFM implementation or upgrade projects. The upgrade of custom components
developed either in-house by DME, or by other entities, is not included in this SOW.
Should DME request Telvent to perform services beyond those specified in this scope
of work, a contract change order will be required.
Assumptions
Upgrade Assumptions
An environment for conversion and upgrades will be established in the Fort
Collins office of Telvent, using an Oracle 10g export from DME's existing
ArcGIS database. The environment will be configured to operate similarly as
DME's new Servers which will be running ArcFM Solution version 10.1 on an
Oracle 11 g database.
Telvent will be performing the requested Long Raw to Blob conversion at the
time of the database upgrade.
DME will provide a full database export 10g initially for Telvent to load onto
their Fort Collins environment and upgrade and test. DME export of the SDE
database should arrive in the Fort Collins office at least four (4) days prior to
the arrival of the Telvent Technical Lead on-site to give Telvent adequate time
to perform the upgrade and test.
Telvent has included an on-site visit during the course of the project to assist
in the installation of the upgraded system on DME's development
environment. This visit will occur after the database has been upgraded in the
Fort Collins test environment.
Telvent requests that DME's DBA be available for the duration of the on-site
visit.
Only the custom Telvent components listed are included in the upgrade SOW.
No new functionality will be incorporated into the existing custom
components. They will continue to function as they do currently. However, a
new AutoUpdater will be created in accordance with 1.3.2 of this SOW.
The mobile replication process will be included in this SOW. An example of
what will not be included wi I be the implementation of replicating aerial
images; however, that process and ability will be available but not configured.
DME should be prepared to provide, for the duration of the on-site upgrade
effort, a connection to DME network for the Telvent Technical Lead and an
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active internet connection port for the Telvent laptop computer in the same
area as the electric GIS client workstations.
Extended Feeder Manager assumes that all electric data resides within the
same geometric network.
Fiber Manager Assumptions
Since DME already has existing Fiber features and classes, Telvent has not
included any Fiber data migration work included in this scope of work. It is
assumed that DME will utilize the Fiber Manager Tools to input or migrate all
fiber data into the system manually. Should DME wish Telvent to provide
assistance with any data migration, a separate scope and costs will be
provided for that effort.
It is assumed that stored displays can be created through a combination of
symbols from the standard Fiber Manager symbol set or standard Esri symbo
sets. This scope does not include time for creating custom symbols.
Responder Assumptions
DME will use a standard out-of-the-box configuration of Responder. Telvent
will work with DME to adjust this configuration to load DME`s users into the
appropriate user roles, adjust the incident creation parameters according to
DME's requirements, assist DME with how to create and enter and set up new
users, Crew and Truck information. Telvent will assist DME in creating an
Outage Stored Display that allows DME to view outage and crew information
within the ArcFM environment and work with DME to create a process that
will maintain the Responder customer information with the GIS customer
tables.
DME will use an out-of-the-box installation of the Responder toolset. No
custom tools will be developed during DME implementation of the Responder
web-browser, the Responder Explorer, or the Responder tools for ArcGIS
beyond the specified interfaces of Northstar CIS, Porche IVR system, O51
SCADA system, and associated communication networks.
Two or more dispatchers will be able to use the system at any time; however
the system will not be configured to assign a dispatcher to specific areas of
responsibility. Telvent will provide knowledge transfer to DME staff on how to
assign specific dispatchers to areas of responsibility.
Truck and Crew information would be loaded from an existing data source or
entered manually by DME personnel.
ArcFM Feeder Manager is configured and running on DME electric dataset. All
features are connected to the network and contain the appropriate attributes
for correct tracing.
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Customers will be related to either service points or transformers. If customers
are related to service points, the secondary network will support electrical
tracing between the transformer and the service points. In either case the
network sill support electrical tracing between transformer and source
breakers.
Telvent does not expect and has added no time in this scope of work (due to
existing functional OMS implementation at DME) for any required data
cleaning activities that may be required to operate Responder. Telvent expects
that DME will make the data 'Responder Ready' based upon any deficiencies
discovered by Telvent during the database upgrade, including ensuring that
the Primary Electric Network has appropriate connectivity, ensuring either
connectivity from the transformer to the customer point or build relationships
between the transformer and the customer point, and ensuring that ArcFM
traces can run properly on the network (ie: phasing and voltage levels are
correctly populated on the network features).
DME will have all necessary hardware and network equipment installed prior
to the initiation of the project including, but not limited to:
A Windows server that will be used to run the Responder business
server processes such as the prediction engine and data services
A Web Server that will host the Responder Web Browser application
Client machines to access the application
Network equipment and cable to allow the machines to interact
DME will provide Telvent remote VPN access to the GIS and Responder
systems to assist in the implementation and troubleshooting of issues should
they arise after deployment. The City of Denton VPN remote access must be
approved and conform to COD Technology Services criteria.
All GIS, CIS, IVR, and SCADA integrations will be performed through existing
COD networking or proposed web services when possible:
Telvent will be responsible for creating web services to receive messages from
the IVR, SCADA and CIS system interfaces or utilize existing COD networking
that is established or that will be established. Final solution to be determined
after Telvent meets with DME and Technology Services to discuss proposed
solutions and interfaces.
Telvent will be responsible building interfaces which consume web services
built by DME and/or other vendors for the IVR, SCADA or CIS systems.
The services represented in this scope of work are to configure ArcFM Fiber
Manager for Fiber Optic feature classes only, and do not include configuration
services for Coax, Copper, or Wireless features.
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Proposed Services
ArcFM Solution Upgrade from Version 9.3.1 to 10.1.x
This section describes the tasks and subtasks required to migrate DME to the ArcGIS
for Desktop 10.1.x, ArcGIS for Server (SDE) 10.1.x, and ArcFM 10.1.x environments
or the latest recommended environment and then test and verify that all Telvent
installed software and migrated custom code, including ArcFM Geodatabase
Replication functions properly.
1.1 Project Initiation
Members of the Telvent project team and DME representatives shall attend a project
kick-off conference call. The agenda for this call shall be as follows:
Introduce Telvent team members, including the Project Manager and Database
Analyst.
Review Scope of Work and Project Plan.
Review deliverables.
Discuss and define DME tasks required to complete the project.
Review change control procedures.
Review project status reporting procedures.
Identify project risks and issues, and plan mitigation where appropriate.
Telvent Deliverables:
Kick-off ineeting attendance by Project Manager and Database Analyst.
Meeting notes.
DME Responsibilities:
Kick-off ineeting attendance.
Task Assumptions:
Telvent understands DME Electric Engineering will be the sole point of contact for all
configuration decisions needing to be made during the upgrade
1.2 Data Modeling Support
Telvent will participate in a WebEx-based conference call to discuss potential changes
to the DME data model to support functionality with respect to the following:
Hyperlinks
Meter location vs Meter Number linkage to CIS
Others (TBD by DME)
Telvent will make recommendations on any necessary changes to the data model to
support the outcome of the discussion. It is anticipated that DME will make the
changes to the data model.
Telvent Deliverables:
Participate in Data Model discussion with DME staff
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Provide recommendations on changes to be made to the DME data model to support the
additional functionality if necessary.
DME Responsibilities:
Participate in Data Model discussion with Telvent DBA staff
1.3 Upgrade Custom Components
Following the establishment of the upgrade environment at Telvent, the process of
migrating the DME's GIS environment to ArcFM and ArcGIS 10.1, Telvent will prepare
for code upgrade by:
Installing ArcFM Solution SDK.
Registering ESRI upgrade add-ins as necessary
The custom code modules will then be upgraded using a process that will:
Update Global Unique Identifiers in project files for .00Xs
Open project in Visual Studio
Remove missing references
Perform manual checks and apply necessary changes
There are specific changes that must be made when an application uses Shared
Product Code samples including:
Recompile code
Perform unit test
1.3.1 Upgrade Custom ArcFM Solution Components
Telvent shall apply the ArcFM upgrade process to migrate the existing ArcFM Solution
custom tools to the new 10.1 environment. The tools to be migrated are:
AutoUpdater to populate Transformer LabelText
AutoUpdater to populate Conductor LabelText
AutoUpdater to update Transformer Unit information in the Inventory System
AutoUpdater to modify the TransformerlD in ServiceLocation when a
transformer is replaced, removed, or when a new ServiceLocation is added
AutoUpdater to populate BankKVA in TransformerBank when a
TransformerUnit record is changed or added.
Custom Inspection application.
Telvent Deliverables:
Upgraded Custom ArcFM Solution tools
Provide documentation on what each customized tool is and how it functions. Any existing
information from the original creation of each customized autoupdater will be delivered to
DME.
DME Responsibilities:
None
Task Assumptions
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Telvent understands DME Electric Engineering will be the sole point of contact for all
configuration decisions needing to be made during the upgrade
1.3.2 Create Additional Custom ArcFM Solution Components
Telvent shall discuss and work with DME to create the following custom AutoUpdater
in the new 10.1 environment.
AutoUpdater to populate new and replaced meters into the Service Account
Record and the related meter record.
Telvent will develop component specification documents describing the custom
AutoUpdaters to be developed for DME. These component specifications will be
used as the blueprint for development of the required custom AutoUpdaters.
Telvent will revise the Component Specifications after reviewing DME's comments.
Telvent will initiate (if necessary) a conference call to discuss the revisions necessary to
the document. The revisions will only include changes both parties agree upon.
DME will review and provide comments to Telvent on the Draft Component
Specification Document within five (5) business days of receiving the documents.
DME will approve the Component Specifications. This document will be the basis for
the Custom AutoUpdater.
Telvent will develop the AutoUpdater, using its standard development process
including coding, a prototype demonstration via WebEx of the user interface with
DME, code reviews with peers, unit testing, and code documentation.
Telvent Deliverable(s):
Draft & Final Component Specification Document
WebEx Prototype review
Custom AutoUpdaters
DME Responsibilities:
Ensure attendance at prototype review by appropriate staff
Comments on the Draft Component Specifications Document
Approval of the Final Component Specifications
Task Assumptions:
None
1.4 Deployment to Development Support
1.4.1 Install ArcFM, ArcGIS for Server, & ArcGIS 10.1 in Development Environment
DME will install the following software on DME development system:
ArcGIS for Server 10.1
ArcGIS for Desktop 10.1 on desktop machines in the development
environment
ArcFM, ArcFM Viewer, and ArcFM Geodatabase Replication 10.1
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Telvent Deliverables:
Remote assistance in the installation of the development system and converting any licenses
required.
Complete documentation of the process involved to configure a machine with each type of
existing software products (ArcFM, ArcFM Viewer, ArcFM Viewer for Engine, and ArcFM
Geodatabase Replication, demonstrate the proper way to upgrade the client on both Viewer
and Engine machines.
DME Responsibilities:
Installation of the development system.
Task Assumptions:
DME has the installed and configured the database server for Oracle 11 g prior to Telvent's
arrival onsite.
1.4.2 Configure Development Environment
Telvent will travel to DME and install the migrated custom code and will migrate the
existing ArcFM Solution configuration into the development environment with
assistance from DME. This configuration migration will include:
Model Name Assignments
Special AutoUpdater Assignments
Field AU Assignments
Relationship AU Assignments
Relationship Rules
Connectivity Rules
Snapping Rules
Px Framework configuration
ArcFM Geodatabase Replication configuration
Telvent Deliverables:
Migrated Custom Code
Migration of the existing ArcFM configuration to the development environment.
Provide detailed documentation of any process that operates or is handled in a uniquely
different way than DME's current configuration.
DME Responsibilities:
Assistance in the migration of the existing ArcFM configuration to the development
environment.
1.4.3 Update Test & Acceptance Plan
To ensure that all application functionality is fully tested in exactly the same manner
as it is used in production at DME, Telvent asks that DME update the Acceptance Test
Plan used during the previous implementation and upgrade efforts. Telvent will
provide recommendations on areas of the test plan to be updated based on new or
modified functionality.
Telvent will review the updated plan and provide feedback where appropriate. The
final plan shall be used to guide acceptance testing.
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Telvent Deliverable(s):
Comment on Acceptance Test Plan documents
DME Responsibilities:
Update Acceptance Test Plan
1.4.4 Site Acceptance Testing — Development Environment
DME shall perform Site Acceptance Testing (SAT) for ArcFM, ArcFM Viewer for
ArcGIS Engine, Inspector, and ArcFM Server, using the Acceptance Test Plan
developed in Task 1.4.3. DME team members shall record any issues discovered
during testing in the issue tracking system. Telvent will provide a resolution for all
discrepancies and will resolve all Critical or High issues before completion of SAT.
Telvent Deliverables:
Three (3) days of onsite testing support by Telvent
DME Responsibilities:
Provide details on issues found including steps taken to re-create the problem and any specific
data used during the test
Complete SAT
1.5 Deployment to Production Support
1.5.1 Install ArcFM, ArcGIS for Server, & ArcGIS 10.1 in Production Environment
DME will install the following software on DME production environment:
ArcGIS for Server 10.1
ArcGIS for Desktop 10.1 on 2 desktop machines in the production
environment
ArcFM, ArcFM Viewer, and ArcFM Geodatabase Replication 10.1
Custom tools upgraded in Task 1.3.11 31_
DME has requested that, Telvent travel to DME to assist with migrating from the
development environment to the production environment. Telvent shall be onsite at
the time DME switches from the IBM production environment to the new Linux
production servers. Should it become necessary for Telvent to travel to DME after the
initial production environment migration to Linux visit a change order would be
issued for these additional travel and service costs.
Telvent Deliverables:
Onsite assistance in the installation of the production system and converting any licenses
required.
DME Responsibilities:
Installation of the production system based on the installation and configuration
documentation delivered in Task 1,4.1
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1.5.2 Configure Production Environment
The Telvent Technical Resource will remotely assist DME in the migration of the
existing ArcFM Solution configuration into the production environment. This
configuration migration will include:
Model Name Assignments
Special AutoUpdater Assignments
Field AU Assignments
Relationship AU Assignments
Relationship Rules
Connectivity Rules
Snapping Rules
Px Framework configuration
ArcFM Geodatabase Replication configuration
Telvent Deliverables:
Remote assistance in the migration of the existing ArcFM configuration to the production
environment.
Provide detailed documentation of any process that operates or is handled in a uniquely
different way than DME's current configuration.
DME Responsibilities:
Migration of the existing ArcFM configuration to the production environment.
2 ArcFM for Silverlight Implementation
2.1 Project Initiation
Telvent team will host a Project Kickoff conference call with DME. During the Kickoff
Meeting, Telvent will present the project plan to review the tasks, responsibilities, and
dependencies. The team will review the goals and methodology for the project and
make sure all participants fully aware of all aspects of the project. The team will then
cover the administrative framework for managing the project. We will establish
communication protocols, business processes, and change control processes.
Telvent Deliverables:
Agenda
Project Kickoff Conference Call
DME Responsibilities:
Ensure attendees are invited in advance and are present during the meeting
Assumptions:
All project negotiations will be complete
2.2 Install & Configure Hardware
Telvent will provide DME a list of the required hardware and software to support the
DME environment.
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DME will install and test the required hardware and operating system software to
support ArcFM Server and the ArcFM Silverlight Viewer.
Telvent Deliverables:
Provide list of hardware and software to support the ArcFM Server environment.
DME Responsibilities:
Install and test hardware and operating system software.
2.3 Configure ArcFM for Silverlight
In this task series Telvent will ensure the DME Geodatabase is configured to use the
tools required in ArcFM Server for Silverlight.
During the configuration Telvent will:
Ensure the correct operation of ArcFM for Silverlight in the DME environment
o Ensure the table names and aliases in the DME geodatabase do not use
any of the following special characters: & C3 * $ ' " ; : / \ < > { } [ ] % ^
o Verify that all tables in the geodatabase have a field (e.g.,
ObjectlD) with a data type of OID. (Note: This field must contain a
unique value for each feature.)
Create an ArcGIS Map Service using ArcCatalog and assign the
ArcFMMapServer extension.
Configure Layers
Configure Related Data
Configure Searches
Configure Printing
Set Up Redlining
Configure Tracing
Telvent Deliverables:
Configure ArcGIS Server and ArcFM Server for Silverlight
Produce process document outlining configuration steps
DME Responsibilities:
Provide access to DME web server environment to Telvent resources
2.4 Publish Map services
Telvent will create a map services based upon the Map Document provided by DME.
Telvent will define, configure, and run the caching process on the published map
service.
Telvent Deliverables:
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Publish map/data service based on DME's map documents
Use both ArcMap and the ESRI Server Manager application to test map service.
Produce process document outlining steps necessary to publish service
Analyze and document map cache requirements.
Create cache for published map service
Produce process document outlining steps necessary to cache services
DME Responsibilities:
Provide relevant map documents.
Provide guidance on cache scales required
Task Assumptions:
Security and permissions have been configured to allow ArcGIS Server accounts access to
necessary data sources.
It is understood that caching to the ArcGIS Server is a computational intensive process and
depending on complexity and extent of data some caching processes could take several hours
or even several days.
2.5 Post Rollout Support
The Telvent team will provide three (3) days of onsite support to DME after the
system has been put into use. This support will provide DME with direct access to a
technical resource to answer questions and help resolve issues related to the
implementation of ArcFM Server and the ArcFM Silverlight Viewer.
Telvent Deliverable(s):
Onsite ArcFM Server technical support for DME for three (3) days following system rollout
DME Responsibilities:
Provide access for the onsite technical resource to enable quick troubleshooting of any issues
identified during this time.
Provide facility access so the Telvent technical resource can work with DME staff directly.
3 Fiber Manager Implementation
3.1 Project Kickoff
Telvent will host a WebEx based Project Kickoff Meeting. The team will review,
discuss and make sure all participants fully understand the goals and methodology
for the project. Telvent will also review the project plan to describe the tasks,
responsibilities, and dependencies. The team will then cover the administrative
framework for managing the project. We will establish communication processes,
business processes (for example, configuration control and access control), and
change control processes.
Telvent will review with DME any necessary map products and feature configurations
that should be gathered prior to the onsite work to allow time for the materials to be
collected. DME will provide Telvent with the projection information necessary to
create the Fiber Geodatabase.
Telvent Deliverable:
Host WebEx based project kick-off ineeting
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Lead discussion on DME-specific map products and feature configurations to be reviewed during
the knowledge transfer sessions
DME Responsibilities
Ensure appropriate personnel attend the Project Kickoff Meeting
Task Assumptions
The project kickoff ineeting will be performed via WebEx
3.2 Create and Configure Geodatabase
Telvent will create an ArcFM Fiber Manager Fiber Dataset that is in the DME-provided
coordinate system. Telvent will then apply a standard ArcFM Fiber configuration to
the dataset. The configuration will include all favorites, field properties, Autoupdater
assignment, model name assignment, stored displays, page templates, and standard
symbology that are provided within the Minerville Fiber sample database.
Telvent Deliverable:
A Fiber Geodatabase using the DME coordinate system created from the ArcFM Fiber Manager
data model and configured with the Minerville Fiber sample database configuration.
DME Responsibilities
Provide Telvent with the DME coordinate system
Task Assumptions:
No data model or configuration changes will be included in the creation and configuration of the
DME Fiber Geodatabase
3.3 Fiber Manager Installation & Configuration
3.3.1 Install Fiber Manager Data Model
Telvent will travel to DME to install the ArcFM Fiber Manager data model.
Once installed, Telvent will test the system to ensure that the core ArcFM Fiber
Manager functionality works within the environment established. Telvent will update
the pre-configured Stored Displays to ensure that the data sources for the GIS layers
available from the clients current enterprise GIS are available to the DME user.
Telvent Deliverable:
Installing the Fiber Manager geodatabase in the ArcGIS Server instance.
Verification of the installation.
DME Responsibilities
Provide access to the DME workstation computers and the network file locations.
Participate in the installation and verification process to gain knowledge about the ArcFM system.
Ensure ArcGIS Server instance is installed and ready for data loading.
Task Assumptions:
The installation of the Fiber Manager software will be performed on the same two (2) workstation
computers that the ArcFM software was install on.
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3.3.2 Data Editing and Configuration Settings Knowledge Transfer
Following the software installation and verification, Telvent will lead a three (3) day
Fiber data editing/entry/configuration workshop with DME GIS and DME Fiber
personnel. The workshop will be a hands-on exercise and is designed to introduce
DME personnel to the basic tasks necessary for editing and maintaining an ArcFM
Fiber Manager geodatabase.
The workshop will provide:
Step-by-step instruction on building a fiber circuit in ArcFM starting by
drawing a fiber cable in the map, placing a patch location, splice points, slack
loops, and fiber faults. The workshop will also demonstrate the use of the
Connection Manager to enter the connection information.
Demonstration of the ArcFM Attribute Editor to correct attributes of features
already placed in the system.
Telvent will demonstrate how to leverage the editing productivity tools within
ArcFM such as the ArcFM Target tab, ArcFM favorites, composite favorites, &
templates, create new favorites & composite favorites from existing features,
the ArcFM Snapping Manager, and the ArcFM QA/QC tools.
Additional instruction on editing the symbology of an existing Fiber stored
display to more closely match DME existing map products.
Additional instruction on creating a new Fiber stored display to meet specific
DME data viewing requirements.
o Additional instruction on modifying an existing Page Template to adjust the
map surround to meet specific DME needs.
Additional instruction on modifying domains in the fiber data model through
ArcCatalog.
Additional instruction on creating new favorites for patch locations, devices
and fiber optic cables.
Telvent Deliverable:
Three (3) day onsite workshop presenting and using the ArcFM and Fiber Manager data editing
and configuration tools following a step-by-step process to create & maintain fiber data in the
ArcFM Solution.
DME Responsibilities
Participate in the workshop, performing the data entry and editing work, under the direction of
Telvent.
3.4 Remote Editing & Configuration Support
Telvent will provide up to eight (8) hours of addition remote support to DME GIS
Personnel during the four weeks immediately following the Fiber Manager
installation, editing, and configuration workshops.
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This support allows DME personnel to call Telvent resources assigned to the DME
project to ask questions regarding the use of the ArcFM Fiber Manager tools and
their configuration. Telvent will respond to questions through WebEx
demonstrations, conference calls, and emails, as appropriate.
Telvent Deliverable:
Up to eight (8) hours of remote support to DME to respond to questions and issues on the use
and configuration of Fiber Manager.
Prompt responses to issues raised by DME
DME Responsibilities
Initiate any communications and present the issues in a clear concise manner.
Task Assumptions:
DME will be able to provide remote access to their GIS through WebEx
4 Responder Implementation
4.1 Responder — Design Phase
4.1.1 Project Kickoff
Our experience has demonstrated the value of discussing and establishing project
parameters and the project plan at the beginning of the project. This ensures all
participants have a clear understanding of the project drivers, expectations, and
requirements.
In order for this implementation to be successful, DME will assign the following key
personnel to support the project and will ensure each is available and can provide the
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.
Executive Sponsor
Project Manager
IT System Administrator
IT Database Administrator
Subject Matter Experts on current outage processes at DME
Telvent and DME will conduct a two (2) hour conference call to formally begin the
project. In this meeting, individuals fulfilling the project roles will be identified, the
team will review the detailed project plan to identify and work around any conflicts,
review and reach agreement on project drivers, and establish the procedures for
identifying and resolving issues as they arise over the course of the project.
The team will review the project schedule and make adjustments to the schedule as
needed to accommodate the team member's existing commitments.
Telvent Deliverable(s):
Lead Project Kickoff Conference Call
DME Responsibilities:
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Participate in Project Kickoff Meeting
Task Assumptions
None
4.1.2 Core Team Workshop
Telvent will travel to DME and present a two (2) day workshop to introduce DME's
team members to the functionality available within Responder. This work5hop will
cover the Responder Web Browser application, the Responder Explorer, and the
Responder tools available within ArcFM and how configurable options within these
solutions can impact business processes.
Telvent Deliverable(s):
Two (2)-day onsite presentation of the functionality available within Responder
DIVIE Responsibilities:
Attend Core Team Workshop
Provide meeting facilities including projector
Task Assumptions
v None
4.1.3 Integration Requirements
4.1.3.1 Design Responder IVR Integration
Telvent will work closely with DME and Technology Services defining the
requirements for the Responder Milsoft Porche IVR interface. During the onsite
workshop, Telvent will lead the requirements discussion to define the functionality
that must be included in the interfaces and the data expected to be passed between
the applications.
Telvent expects that this interface will be based upon the following general
requirements:
DME and Technology Services will be responsible for providing an interface to
receive calls from the IVR system.
Telvent will create a web service to receive calls from DME`s IVR interface. The
structure of the call message to be determined by Telvent and DME. The web
services will then submit validated calls to Responder as a new incident or part
of an existing incident. The Telvent web service will reply back with a message
stating if the call will be a new incident or part of a known incident with
appropriate incident information available by Responder.
Telvent will work with DME and Technology Services to build a mechanism for
receiving/retrieving callbacks.
This scope of work is limited to the custom components necessary to allow
Responder to accept messages from the IVR system, process the messages, and
return messages to the IVR.
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Telvent Deliverable(s):
Lead Onsite Interface Requirements Workshop
Draft and final copies of the Interface requirements document
DME Responsibilities:
Ensure attendance at InterFace Requirements Workshop by DME SMEs, and IVR SMEs as
needed
Provide meeting facilities
Provide comments on Draft Functional Requirements Document
4.1.3.2 Design ArcFM/Responder CIS Interface
Telvent will develop processes to load NorthStar CIS data into the ArcFM and
Responder customer tables, and to maintain it for ArcFM and Responder uses.
After the onsite workshop, Telvent will develop a functional requirements document
and provide it to DME and Technology Services for review. Mutually agreed upon
changes to the document will be incorporated into the final functional requirements
document.
Telvent Deliverable(s):
Lead Onsite Interface Requirements Workshop
Draft and final copies of the Interface requirements document
DME Responsibilities:
Ensure attendance at Interface Requirements Workshop by DME and Technology Services
SMEs
Provide meeting facilities
Provide comments on Draft Functional Requirements Document
Task Assumptions
o None
4.1.3.3 Design Responder SCADA Integration
Telvent will work closely with DME and Technology Services defining the
requirements for the Responder SCADA interface. During the workshop, Telvent will
lead the requirements discussion to define the functionality that must be included in
the interface and the data expected to be passed between the applications.
Telvent expects that this interface will be based upon the following genera
requirements:
Receive from SCADA a message detailing a status change event that includes
a Device ID which can be used to locate the device in GIS and the new device
status
This scope of work is limited to the custom components necessary to allow
Responder to accept messages from the SCADA system and process the messages to
create an outage or to confirm a restoration.
Telvent Deliverable(s):
Lead Onsite Interface Requirements Workshop
Draft and final copies of the Interface requirements document
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DME Responsibilities:
Ensure attendance at Interface Requirements Workshop by DME and Technology Services
SMEs
Provide meeting facilities
Provide comments on Draft Functional Requirements Document
Task Assumptions:
This interface is only a one-way interface from SCADA to Responder. There is no anticipated
functionality to send return messages to SCADA from Responder,
4.1.3.4 Design Responder MDMS Integration
Telvent will work closely with DME and Technology Services defining the
requirements for the development of processes to load Itron MDMS meter data into
the ArcFM and Responder customer tables, and to maintain it for ArcFM and
Responder uses such as trigger OMS indication from AMI of a power outage at a
specific AMI electric meter.
After the onsite workshop, Telvent will develop a functional requirements document
and provide it to DME and Technology Services for review. Mutually agreed upon
changes to the document will be incorporated into the final functional requirements
document.
Telvent Deliverable(s):
Lead Onsite Interface Requirements Workshop
e Draft and final copies of the Interface requirements document
DME Responsibilities:
Ensure attendance at Interface Requirements Workshop by DME and Technology Services
SMEs
Provide meeting facilities
Provide comments on Draft Functional Requirements Document
Task Assumptions
None
4.2 Responder — Develop Phase
4.2.1 Develop Integrations
4.2.1.1 IVR Interface Development
Under this task, the Telvent team will develop and configure the Responder - IVR
Interface. Prior to the start of development, the Telvent team will prepare a
Component Specification. This document will contain information on the specific
components that require configuration and customization including user and system
interfaces, system and data inputs/outputs, database requirements, schema
descriptions, system dependencies, and system architecture
requirements/descriptions. A draft and final IVR Interface Component Specification
will be submitted to DME and Technology Services for review, comment, and
acceptance.
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Following acceptance of the Component Specification, the Telvent team will use our
standard development process to create this interface. This includes performing
initial coding or configuration of the IVR interface, holding peer code reviews,
performing unit testing, and fix defects as required.
During the development process, if appropriate, the Telvent team will provide DME
and Technology Services with WebEx demonstration(s) showing the current state of
the IVR interface to elicit comments on the design, usability of the tools, and to
apprise DME and Technology Services of the project status. The Telvent team, DME
and Technology Services, will mutually agree on the frequency of the
demonstration(s) and method(s) used to conduct them.
Telvent Deliverable(s):
Component Specification for the custom integration and tools
Prototype demonstrations, held via WebEx, to show the development progress, as necessary
Test plans for the interface to use during acceptance testing
End User and Administrator documentation, as appropriate
Installation wizard and guide
o IVR Interface components
DME Responsibilities:
None
4.2.1.2 Develop CIS Interface
Under this task, the Telvent team will develop and configure the ArcFM - CIS
Interface. Prior to the start of development, the Telvent team will prepare a
Component Specification. This document will contain information on the specific
components that require configuration and customization including user and system
interfaces, system and data inputs/outputs, database requirements, schema
descriptions, system dependencies, and system architecture
requirements/descriptions. A draft and final CIS Interface Component Specification
will be submitted to DME and Technology Services for review, comment, and
acceptance.
Following acceptance of the Component Specification, the Telvent team will use our
standard development process to create this interface. This includes performing
initial coding or configuration of the CIS interface, holding peer code reviews,
performing unit testing, and fix defects as required.
During the development process, if appropriate, the Telvent team will arrange WebEx
demonstration(s) showing the current state of the CIS interface to elicit comments on
the design, usability of the tool, and to apprise DME of the project status. The
Telvent team, DME, and Technology Services will mutually agree on the frequency of
the demonstration(s) and method(s) used to conduct them.
Telvent Deliverable(s):
Component Specification for the custom integration and tools
Prototype demonstrations, held via WebEx, to show the development progress, as necessary
Test plans for the interface to use during acceptance testing
End User and Administrator documentation, as appropriate
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Installation wizard and guide
CIS Interface components
DME Responsibilities:
None
4.2.1.3 SCADA Interface Development
Under this task, the Telvent team will develop and configure the Responder - SCADA
Interface. Prior to the start of development, the Telvent team will prepare a
Component Specification. This document will contain information on the specific
components that require configuration and customization including user and system
interfaces, system and data inputs/outputs, database requirements, schema
descriptions, system dependencies, and system architecture
requirements/descriptions. A draft and final SCADA Interface Component
Specification will be submitted to DME and Technology Services for review,
comment, and acceptance.
Following acceptance of the Component Specification, the Telvent team will use our
standard development process to create this interface. This includes performing
initial coding or configuration of the SCADA interface, holding peer code reviews,
performing unit testing, and fix defects as required.
During the development process, if appropriate, the Telvent team will provide DME
and Technology Services with WebEx demonstration(s) showing the current state of
the SCADA interface to elicit comments on the design, usability of the tools, and to
apprise DME of the project status. The Telvent team, DME, and Technology Services
will mutually agree on the frequency of the demonstration(s) and method(s) used to
conduct them.
Telvent Deliverable(s):
Component Specification for the custom integration and tools
Prototype demonstrations, held via WebEx, to show the development progress, as necessary
Test plans for the interface to use during acceptance testing
End User and Administrator documentation, as appropriate
Installation wizard and guide
SCADA Interface components
DME Responsibilities:
None
Task Assumptions
This interface is only a one-way interface from SCADA to Responder. There is no anticipated
functionality to send return messages to SCADA from Responder.
4.2.2 Responder Configuration
After DME and Technology Services confirm that the infrastructure for the Responder
system is in place, Telvent will install and configure the Responder system at DME.
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4.2.2.1 Responder Configuration Specification Workshop
Telvent will lead an onsite Responder configuration workshop to work with DME in
transferring knowledge on how to configure Responder and defining DME-specific
items such as machine names.
Telvent Deliverable(s):
Lead Responder Configuration Workshop
DME Responsibilities:
o Attend Configuration Specification Workshop
Provide meeting facilities
Task Assumptions
o None
4.2.2.2 Configuration Specification Development
Once the workshop is complete Telvent will document the results and provide the
draft version of the document to DME for review. Any mutually agreed upon
changes will be incorporated into the document and the final version will be
delivered to DME.
Telvent Deliverable(s):
Draft & Final Responder Configuration Specification documents
DME Responsibilities:
Provide Comment on Draft Configuration Specification
Task Assumptions
None
4.2.2.3 Install Responder Software and Standard Configuration
Telvent will install the Responder software and the out of the box Responder
configuration files. Additionally, Telvent will create the Responder tables within the
database to store Responder-specific data. Telvent will require support from a system
administrator or user accounts with full access to the RDBMS in order to accomplish
this task.
Telvent Deliverable(s):
Onsite installation and configuration of Responder and Geodatabase
DME Responsibilities:
RDBMS administrator support or full access to RDBMS
Participate in installation to gain knowledge of Responder
Task Assumptions
None
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4.2.2.4 Configure Business Server
4.2.2.4.1 Configure Data Services
Telvent will configure the Data Services portion of Responder's Server.exe.config file.
This configuration will be limited to:
Updating the connection string information to point to DME's Responder
database
Updating the Geodatabase connection information to point to DME's ArcSDE
Geodatabase
Updating the path to the ControlStylesConfig.xml & the DMERuIesConfig.xml
to point to the file location of these files
Telvent Deliverable(s):
o Configured Data Services section of the Server.exe.config file
DME Responsibilities:
Participate in configuration to gain knowledge of Responder
Task Assumptions
None
4.2.2.4.2 Configure Responder Security
Telvent will configure Responder's Security by adding DME's core team of users to
Responder using the Responder web application. Telvent will also instruct DME on
how to enter their own users into the system. This configuration will be limited to:
Adding DME specific users through the web application.
Assigning one or more of the following user roles to each user: Customer
Service, Dispatcher, Senior Dispatcher, Administrator, Archive
Telvent Deliverable(s):
Configured Security.xml file
DME Responsibilities:
Participate in configuration to gain knowledge of Responder
Task Assumptions
None
4.2.2.4.3 Configure Database Schema file
Telvent will configure Responder's Database Schema file by modifying domain list
options to configure Responder to better meet DME`s business processes. Such
configurable options will be covered in the core team training and specific needs
determined during the configuration workshop (Task 4.2.2.1) and DME will be
instructed on how to make these changes on their own:
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Telvent will perform the modifications to the Database Schema file as specified
in the configuration workshop and will allow DME to confirm these settings
through user acceptance testing.
Tel ent Deliverable(s):
Configured DatabaseSchemaConfig.xml file
DME Responsibilities:
Participate in configuration to gain knowledge of Responder
Task Assumptions
None
4.2.2.4.4 Configure Callbacks
Telvent will configure the standard Callback settings within Responder. Telvent will
review the standard settings for Callbacks with DME. DME will then have the ability
to change these at a future time.
Telvent Deliverable(s):
None
DME Responsibilities:
None
Task Assumptions
None
4.2.2.4.5 Configure Prediction Engine
Telvent will configure the standard Prediction Engine settings within Responder.
Telvent will review the standard settings for Prediction Engine with DME. DME will
then have the ability to change these at a future time.
Telvent Deliverable(s):
None
DME Responsibilities:
None
Task Assumptions
None
4.2.2.4.6 Configure MS Message Queuing
Telvent will configure Microsoft Message Queuing on the Responder server(s) and
one client machine. Telvent will document and instruct DME on the proper
configuration of Microsoft Message Queuing for all client installations.
This configuration will be limited to:
Adding MS Message to Responder application and web servers and at least
one client.
Telvent Deliverable(s):
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Configured Server-side message queuing
DME Responsibilities:
Participate in configuration to gain knowledge of Responder
Task Assumptions
None
4.2.2.5 Configure Responder Web Server
4.2.2.5.1 Configure Web Remoting
The web configuration file (WebRemoting.config) is an XML file that must be
configured to work with Responder Data Services. Telvent will configure the
WebRemoting.config file by assigning the business server name within the file. This
configuration will be limited to:
Assigning the business server name to the appropriate tag within the
WebRemoting.config file
Telvent Deliverable(s):
Configured WebRemoting.config file
DME Responsibilities:
Participate in configuration to gain knowledge of Responder
7ask Assumptions
None
4.2.2.5.2 Configure Web Application
Telvent will configure or verify the configuration of the ASP.NET and dot Net
framework for the web application:
Restarting IIS after configuring the WebRemoting.config file
IIS configuration and dot Net framework.
Telvent Deliverable(s):
Configured IIS & Web application
DME Responsibilities:
Participate in configuration to gain knowledge of Responder
Task Assumptions
None
4.2.2.6 Configure DME Machines
4.2.2.6.1 Configure Responder within ArcMap
Telvent will configure the ArcMapRemotingconfig.xml file by assigning the business
server name within the file. This configuration will be limited to:
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Assigning the business server name to the appropriate tag within the
ArcMap.exe.config file
Telvent Deliverable(s):
Configured ArcMap.exe.config file
DME Responsibilities:
Participate in configuration to gain knowledge of Responder
Task Assumptions
None
4.2.2.6.2 Configure Responder Explorer Application
Telvent will configure the Miner.Responder.Explorer.exe.config file by assigning the
business server name within the file and the URL of the Responder Web application
server. This configuration will be limited to:
Assigning the business server name to the appropriate tag within the
Miner.Responder.Explorer.exe.config file.
Assigning the URL of the Responder Web Application.
Telvent Deliverable(s):
Configured Miner.Responder.Explorer.exe.config file
DME Responsibilities:
Participate in configuration to gain knowledge of Responder
Task Assumptions
None
4.2.2.7 Configure Outage Stored Displays
Telvent will work with DME team to configure a Stored Display that allows DME to
view outage information within the ArcFM environment. Telvent will focus on how
DME can set and adjust the outage and truck symbology, enabling DME to maintain
and update the stored display as required.
Telvent Deliverable(s):
Stored Display Configuration Assistance
DME Responsibilities:
Configure Stored Display for Resp nder
Task Assumptions
None
4.2.2.8 Configure/Load Data
4.2.2.8.1 Enter Truck, and Crew Data
Telvent will work with DME to enter Truck and Crew data into Responder using the
Responder Explorer.
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Deliverable(s)
Initial load of Truck and Crew data into Responder database.
DME Responsibilities:
Load Truck and Crew data into Responder Database
Task Assumptions
None
4.2.2.8.2 Drop Network, Modify Traceweight, Rebuild Network
In order to support analysis of the distribution network by Responder, Telvent will
modify the trace weights maintained by the system for load points (those locations
on the network where load is assigned). This is usually done by updating a Model
Name in ArcCatalog and then updating the features within a version in the
production Geodatabase. Telvent will complete this change and then run Feeder
tracing to ensure the trace weights have been properly restored.
Telvent Deliverable(s):
Configuration of Model Name and Update of the Trace Weights used in the Production
Geodatabase for Load Points and verification of proper system operation following the
change.
DME Responsibilities:
RDBMS administrator support or full access to RDBMS
Task Assumptions
None
4.2.2.9 Configuration Check
Telvent will perform a system walkthrough with DME representatives to confirm
configurations have been completed and that the system is ready for the Site
Acceptance Testing. Telvent will address any software configuration discrepancies
identified during this review. DME will address any infrastructure, related subsystem,
or personnel issues.
Telvent Deliverable(s):
Configuration Check of Installed and Configured Responder.
Configuration documentation
DME Responsibilities:
Resolution of infrastructure, related subsystem, or personnel questions
Task Assumptions
None
4.2.3 Functional Review
Telvent will perform an onsite functional review with DME representatives to review
the functionality of Responder by walking through a series of scenarios. These
scenarios will include the following processes:
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Receive a call, find the customer record, and enter it into the Call Taking web
page in Responder Explorer
Display the call in Responder Explorer and within ArcMap
Enter additional calls until the predicted outage device is moved to the
transformer feeding the customers and display the changes within Responder
Explorer and ArcMap
Enter additional calls until the predicted outage device is moved to the fuse
protecting the branch line feeding the customers and display the changes
within Responder Explorer and ArcMap
Dispatch a crew to the incident and move the incident through the incident
workflow to a confirmed outage
Create a switching plan to restore power to the affected area and execute the
switching plan
Move the incident through the remaining steps of the incident workflow and
archive the incident
Create & View performance metrics reports (CAIDI, CAIFI, SAIDI, SAIFI, etc...)
This review will be performed at both the application level to view the effects on the
system from the end user perspective as changes are made and at the database level
so that the administrators of the system will have a detailed understanding of how
Responder functions.
Telvent Deliverable(s):
Three (3) day onsite Functional Review
DME Responsibilities:
Participation in the Functional Review to gain knowledge of the Responder system
Task Assumptions
None
4.3 Responder — Deploy Phase
4.3.1 Site Acceptance Testing (SAT)
4.3.1.1 Develop Acceptance Test Plan
DME will develop an Acceptance Plan based on the Responder functionality
demonstrated during the Core Team training and the Functional Review. Telvent will
provide a checklist of items that should be included in the Acceptance Test Plan for
DME to use as a starting point.
Telvent Deliverable(s):
Provide Template Acceptance Plan to DME
DME Responsibilities:
Acceptance Plan
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Task Assumptions
None
4.3.1.2 Review and Comment Acceptance Test Plan
Telvent will review and comment on the Acceptance Test Plan and approve the plan
prior to the start of Acceptance Testing.
Telvent Deliverable(s):
s Provide comments on the Acceptance Test Plan within five (5) business days.
DME Responsibilities:
None
Task Assumptions
None
4.3.1.3 Install & Configure Responder on DME Machines
Based upon knowledge gained during the configuration task, DME will install
Responder client components as needed on client machines and copy the DME
configuration files to the client machines based upon Telvent's recommendations and
documentation.
Telvent Deliverable(s):
None
DME Responsibilities:
Install Responder DME components and copy client configuration files
Task Assumptions
None
4.3.1.4 Conduct Site Acceptance Test
Telvent will provide onsite resources during the test period to address issues as they
arise and to provide technical assistance to the team during the testing. DME will
perform the SAT following Telvent's testing checklist to ensure that Responder
functionality works within DME's environment.
Telvent Deliverable(s):
Onsite SAT Support
DME Responsibilities:
Conduct SAT per Testing Checklist
Task Assumptions
None
4.3.1.5 Address Acceptance Test Issues
Telvent will correct any configuration issues that are discovered in the SAT. It is
expected that any IT-related issues such as network connectivity or IT system settings
will be addressed by DME and Technology Services.
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elvent Deliverable(s):
Correction of configuration issues
DME Responsibilities:
Correction of any IT network or systems issues
Task Assumptions
None
4.3.1.6 Formal Acceptance
This milestone designates DME has completed the testing defined in the Test and
Acceptance Plan and formally accepts the implemented system.
Telvent Deliverable(s):
None
DME Responsibilities:
Formal Acceptance per Testing Plan
Task Assumptions
None
4.3.2 Working with Responder Training
Telvent will provide two (2) standard three (3)-day training courses for up to six (6)
DME end users in each class. These courses will be standard Working with Responder
training courses making use of Minerville data and the standard Responder incident
management workflow. The Telvent Trainer will bring a laptop that contains an
ArcSDE instance of Minerville to be used during the training classes.
Telvent Deliverable(s):
Lead two (2) separate three (3) day Working with Responder training class for up to six (6)
DME staff in each class.
DME Responsibilities:
Attend Responder Training
Provide training facilities including training hardware
Task Assumptions
None
4.3.3 Responder Deployment Support
4.3.3.1 Go Live with Responder
This milestone designates the project team has completed the preparations, and the
system is ready for operational use.
Telvent Deliverable(s):
None
DME Responsibilities:
Begin operational use of Responder system
Task Assumptions
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None
4.3.3.2 Production Responder Support
Telvent will provide an offsite technical resource that was involved in the setup and
configuration in Denton to work with DME team during the initial two weeks of
operational use to resolve any issues, work with users to clarify procedures, and help
adjust configuration items as required. Telvent assumes that this person will use
remote access to DME's OMS environment or WebEX to assist in any
troubleshooting.
Telvent Deliverable(s):
Two (2) weeks of remote support
DME Responsibilities:
None
Task Assumptions
None
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Telvent USA, LLC Page 31
Proprietary & Confidential
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TELVENT USA, LLC
SOFTWARE LICENSE-AGREEMENT
Contract No. 2013-404
This is a License Agreement and not an Agreement for Sale. This License Agreement
Agreement) is between the City of Denton, Texas, a Texas Municipal Corporation (Licensee),
whose address is given in Exhibit 1, Registered Licensee Information annexed hereto, and
Telvent USA, LLC (Telvent), and gives Licensee certain limited rights to use the proprietary
Telvent Software and Related Materials (Software and Related Materials). All rights not
specifically granted in this Agreement are reserved to Telvent.
ARTICLE 1
DEFINITIONS
As used herein, the following words, phrases or terms in this Agreement shall have the
following meanings:
Licensed Configuration" means the specific computer networks and/or computer
systems where the Software installed and configured as designated by Licensee.
Telvent's Software shall be downloaded from the following website url:
http://www.telvent-qis.com/support/download form.shtml.
Software" means all or any portion of Telvent's proprietary software products including
backups, merged copies, and updates that may be provided by Telvent under this
Agreement.
Related Materials" means all of the printed materials, user and specification
documentation, training documentation, and other material, if any, provided by Telvent
for use with respect to the Software.
Term License" means Software provided to Licensee for a limited period of time to be
used for non-production purposes.
ARTICLE 2
RESERVATION OF OWNERSHIP AND GRANT OF LICENSE
a. Retention of Rights and License Grant. Telvent retains exclusive title and ownership of
the Software and Related Materials licensed under this Agreement. Upon Licensee providing
payment in full for the Software, Telvent grants to Licensee a perpetual (unless terminated as
provided in Article 6), personal, non-exclusive, nontransferable license to use the Software and
Related Materials pursuant to the terms of the Agreement. Licensee shall use reasonable
efforts to protect the Software and Related Materials from unauthorized use, reproduction,
distribution or publication.
2013-404; Denton Page 1 nt
March 2013 RevNo. 07-1
E4(2NrEd
Telvent USA, LLCSottware License Agreement
b. License Management. Telvent employs a License Manager to limit use of the Software to
specific computer networks and/or computer systems. As each configuration of computer
networks and/or computer systems may be unique, Licensee agrees to conform its use of the
Software to the Licensed Configuration. The Licensed Configuration is incorporated herein by
reference, inclusive of any written modifications approved by Telvent. Licensee is required to
update its Licensed Configuration to reflect current use of Software for license management
purposes.
ARTICLE 3
COPYRIGHT
The Software and Related Materials are owned by Telvent and are protected by United States
copyright laws and applicable international treaties and/or conventions. Licensee shall not
export the Software and Related Materials into a country that does not have copyright laws that
will protect Telvent's proprietary rights.
ARTICLE 4
SCOPE OF USE
a. Permitted Uses. The license grant permits the Licensee to do only each of the following:
Licensee may install the Software onto the computer systems designated by the
Licensed Configuration.
Licensee may use the Software and Related Materials for its internal business and
commercial operations only.
Licensee may access and use any secure Telvent Web site resources made available to
Licensee for Licensee's internal use only, provided that Licensee follows Telvent's terms
of use policy specified therein. All password or controlled access information provided
by Telvent shall be considered confidential information subject to Article 13 below.
Licensee may make only one copy of the Software for archival purposes unless the right
to make additional copies is granted to Licensee in writing by Telvent.
b. Uses Not Permitted. The Licensee has no rights to:
Licensee may not sell, rent, lease, sublicense, lend, time-share or transfer, in whole or
in part, or provide unlicensed third parties access to prior or present versions of the
Software and Related Materials, including any updates, or Licensee's rights under this
Agreement.
Licensee may not reverse engineer, decompile or disassemble the Software, or make
any attempt to unlock or bypass the License Configuration.
Licensee may not alter, modify or create any derivative works of the Software and
Related Materials.
2013-404; Denton Page 2
i i
Te/vent USA, LLCSoRware License Agreement
Licensee may not make additional copies of the Software and Related Materials, except
as permitted in Article 4a above.
Licensee may not remove or obscure any copyright or trademark notices from the
Software or Related Materials.
c. Use By Contractors: A contractor of Licensee may be permitted to use one or more of the
licenses for the Software under the following terms and conditions.
Contractor refers to a person, not an employee of Licensee, which is contracted by
Licensee and authorized to perform construction or other work on Licensee's behalf
Contractor"). No Contractor shall be an organization engaged in the development,
licensing or implementation of a GIS design tool software product unless xpress written
consent is obtained in advance from Telvent.
No licensing rights will be provided to a Contractor. The Software will remain licensed to
Licensee. When Contractors use the Software, Licensee will be responsible for
ensuring the use of the Software in accordance with the terms of this Agreement.
Any Contractor permitted to use the Software by Licensee will use the Software onty to
pertorm work on behalf of Licensee. The Software may not be used by the Contractor
to perform work for any other third party.
Licensee will advise each Contractor in writing of the terms of use for the Software.
Each Contractor will acknowledge in writing that it understands and will abide by those
terms.
Licensee will require each Contractor to execute a nondisclosure agreement witti
Licensee in which the Contractor agrees to protect the Software from disclosure to third
parties other than the Contractor and its employees.
Licensee will keep a written record of which Contractors are using the Software. Telvent
may audit these records upon request, provided that such audits may not unreasonably
interFere with Licensee's business and shall occur only during Licensee's normal hours
of operation.
If a Contractor that is using the Software ceases to perform work for Licensee, then
Licensee will ensure that either (a) the Software and any Related Materials that have
been provided to the Contractor are returned to Licensee, or (b) the Contractor certifies
in writing that it has destroyed all copies of the Software and any Related Materials that
have been provided to the Contractor.
Such limits detailed above shall apply to use of either all or a portion of the Software or Related
Materials.
ARTICLE 5
TERM LICENSES
a. Development Licenses. Telvent offers a Term License for development Software.
Development Software may be used for testing, staging, and development purposes only.
2013-404; Denton Page 3
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Telvent USA, LLC Sotiware License
Licensee shall not use development licenses in its production environment. A production
environment shall be defined as the use of the Software in an environment that includes
Licensee's system of record database system for live business operations. Any use of the
development Software in a production environment shall be deemed a material breach of the
Agreement.
b. Evaluation Licenses. Telvent, at its sole discretion, may provide Licensee a Term License
for Software to be used for evaluation purposes. Evaluation licenses are to be used in a non-
production environment only.
ARTICLE 6
TERMINATION
The right to use the Software and Related Materials may be automatically terminated by
Telvent without notice and without refund if Licensee fails to comply with any provision of this
Agreement or contributes to any infringement of any proprietary rights in the Software or
Related Materials. Upon termination of the Agreement, Licensee shall uninstall and return to
Telvent the Software, Related Materials, including any whole or partial copies, codes,
modifications, and merged portions in any form. Telvent may require that Licensee provide
written certification that the Software has been uninstalled. All provisions which operate to
protect the rights of Telvent shall remain in full force and effort after termination of the
Agreement.
ARTICLE 7
ASSIGNMENT
Licensee shall not assign this contract or Licensee's rights hereunder without the prior written
consent of Telvent. Any purported assignment without such consent shall be null and void.
ARTICLE 8
MERGER OR ACQUISITION
Should Licensee acquire, be acquired by, or merge with another business entity after the date
of execution of the Agreement, Licensee shall notify Telvent in writing within a reasonable time.
Successor entities shall be subject to the terms of the Agreement or will be required to stop use
and return all Software and Related Materials. A separate license agreement (or an addendum
to this Agreement) may be required in order to co er additional licenses that may be required
due to the merger or acquisition. Licensee will be responsible to update its Licensed
Configuration to reflect current use of Software for license management purposes.
ARTICLE 9
LIMITED WARRANTY AND DISCLAIMER
a. Limited Warranty. Telvent warrants the unaltered Software and media, under normal use,
will conform substantially to the Related Materials and be free from defects in materials and
workmanship for a period of ninety (90) days from the date of issue of the software download
password or of the license file(s), whichever is first.
b. General Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE,
TELVENT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
2013-404; Denton Page 4
I
Telvent USA, LLCSottware License
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE TELVENT DOES NOT
WARRANT THAT OPERATION OF THE SOFTWARE SHALL BE UNINTERUPTED, ERROR
FREE, OR THAT THE SOFTWARE IS SUITABLE FOR USE IN FAULT-1NTOLERANT
OPERATIONS. ,
c. Data Disclaimer. LICENSEE ASSUMES ALL RESPONSIBILITY FOR THE QUALITY
AND ACCURACY OF DATA USED IN CONJUNCTION WITH THE SOFTWARE LICENSED
UNDER THIS AGREEMENT. TELVENT MAKES NO WARRANTY WITH RESPECT TO THE
DATA. Without limiting the generality of the preceding sentence, Telvent does not warrant that
the data will meet Licensee's needs or expectations, the use of the data will be uninterrupted, or
that all nonconformities can or will be corrected. Licensee should always verify its data
including, but not limited to, map, spatial, raster, and tabular information, against its own
records.
d. Exclusive Remedy. During the warranty period, Telvent's entire liability and Licensee's
exclusive remedy shall be, at Telvent's option, to attempt to correct or work around errors, to
replace the Software and Related Materials in accordance with the Telvent Maintenance and
Support Policy, or to return the license fees paid and terminate the Agreement. Upon such
termination, Licensee will uninstall and return the Software and Related Materials to Telvent
and/or provide written certification that the Software has been uninstalled.
ARTICLE 10
SOFTWARE MAINTENANCE
Telvent offers a one-year complimentary maintenance period that begins seven days from the
date of issue of the Software download password or of the license file(s), whichever is first.
Software maintenance and support beyond the complimentary period is available at the option
of Licensee as specified in Telvent's Software Maintenance and Support Policy (please see
http:l/www.telvent-ais.com/support/maintenance.shtml for specific terms of reference.)
Software maintenance and support, whether during the complimentary maintenance period or
during another time period covered under a paid maintenance period, consists of Software
and/or Related Materials, updates, and access to technical support and other benefits specified
in the most current applicable Telvent Maintenance and Support Policy.
ARTICLE 11
LIMITATION OF LIABILITY
a. Disclaimer of Certain Types of General Liability. TELVENT SHALL IN NO EVENT BE
LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES; BUSINESS EXPENDITURES; INVESTMENTS; OR COMMITMENTS IN
CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR USE OF THE SOFTWARE, OR RELATED MATERIALS,
HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT TELVENT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
b. Limitation of Liability. IN NO EVENT SHALL TELVENT'S TOTAL CUMULATIVE
LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT
NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
2013-404; Denton Page 5
I
i'iil - -
1 1
Te/vent USA, LLCSoftware License
BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, EXCEED THE
AMOUNTS PAID TO TELVENT BY LICENSEE FOR SOFTWARE AND/OR RELATED
MATERIALS PURSUANT TO THIS AGREEMENT.
ARTICLE 12
INDEMNITY AGAINST INFRINGEMENT
a. Indemnification. Telvent, at its own expense, shall defend and indemnify Licensee from all
claims that the Software and Related Materials furnished under this Agreement infringe a U. S.
Copyright, provided that Licensee gives Telvent prompt written notice of such claims and
permits Telvent the sole right to control the defense of all such claims and provides Telvent all
reasonable cooperation.
b. Remedies. As to any Software and Related Materials that are or in the opinion of Telvent
may become subject to a claim of infringement, Telvent, at its option, will obtain the right for
Licensee to continue using the Software and Related Materials or replace or modify the
Software and Related Materials so as to make them non-infringing. If neither of such
alternatives is commercially practical, the infringing items shall be returned to Telvent and
Telvent's sole liability shall be to refund license fees paid by Licensee prorated over a five (5)
year period.
c. Alterations by Licensee. If Licensee extends, alters, modifies, or creates any derivative
works of the Software and Related Materials or breaches this Agreement in any way, Telvent
will not indemnify nor defend Licensee from any infringement claim resulting from the
unauthorized modifications or alterations. Licensee, at its own expense, shall defend and
indemnify Telvent from all claims, damages, legal fees, and costs of whatsoever kind or nature
arising out of any infringement in connection with Licensees performance of such modification
or alteration to the Software and Related Materials.
THIS SECTION STATES TELVENT'S ENTIRE OBLIGATION TO LICENSEE AND
LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR COPYRIGHT INFRINGEMENT.
ARTICLE 13
CONFIDENTIALITY
a. Confidentiality Requirement. Licensee acknowledges that the Software and Related
Materials constitutes the proprietary and confidential information of Telvent. Without the prior
written approval of Telvent, Licensee shall not disclose any confidential information to any third
party or allow any person to have access to the Software and Related Materials or any portion
thereof except for such of its employees and Contractors who:
i) need access to such information for purposes related to their employment with
Licensee;
ii) have been informed of the Licensee's obligation of confidence under this Agreement;
and
iii) are subject to either a binding and enforceable agreement with Licensee to be bound by
such obligation of confidence or a written agreement ,of confidentiality directly with
Telvent.
b. Exceptions. The obligations of this provision shall not apply to information:
2013-404; Denton I• .
r ,
r•,,
t
Telvent USA, LLCSotlware License Agreement
i) which was in Licensee's possession without any obligation of confidentiality prior to the
disclosure thereof by Telvent to Licensee and was not acquired by Licensee directly or
indirectly from Telvent;
ii) which is or later becomes a matter of public knowledge without any fault or negligence
on the part of Licensee;
iii) which Licensee receives without any obligation of confidentiality from a third party who is
rightfully in possession of such information; or
v) which Licensee is required by law to disclose.
c. Remedies for Breach. Licensee acknoWledges and agrees that disclosure of any of the
confidential information of Telvent would cause serious and irreparable harm to Telvent which
could not adequately be compensated for in damages and, in the event of a breach, or an
anticipated breach, by Licensee of any of the provisions of this Agreement, Licensee hereby
consents to an injunction being issued against it restraining it from such anticipated breach or
any further breach of such provision (as applicable), but such action shall not be construed so
as to be in derogation of any other remedy which may be available in the event of such breach
or anticipated breach. Licensee shall immediately notify Telvent of any unauthorized
possession, use or knowledge of Telvent's confidential information which becomes known to a
responsible officer of Licensee.
ARTICLE 14
GENERAL PROVISIONS
a. Export Regulations: Licensee acknowledges that this Agreement and the performance
thereof are subject to compliance with any and all applicable United States laws, regulations, or
orders relating to the export of computer software or know-how relating thereto. Telvent
Software and Related Materials may be Technical Data under United States export laws.
Licensee agrees to comply with all laws, regulations, and orders of the United States in regard
to any export of such Technical Data. Licensee agrees not to disclose or re-export any
Technical Data received under this Agreement in or to any countries for which the United States
government requires an export license or other supporting documentation at the time of export
or transfer, unless Licensee has obtained prior written authorization from Telvent and the U. S.
Office of Export Control.
b. Additional Software Licenses: Additional Software purchased by Licensee shall be
governed by the terms and conditions of the Agreement and may be purchased without an
amendment. .
c. Severability: If any provision or portion of a provision of this Agreement is held invalid or
unenforceable, the remainder of the Agreement shall not be affected, and the remaining terms
will continue in effect and be binding on the Parties, provided that such holding of invalidity or
unenforceability does not materially affect the essence of the Agreement.
d. No Implied Waivers: No failure or delay by Telvent in enforcing any right or remedy under
this Agreement shall be construed as a waiver of any future or other exercise of such right or
remedy by Telvent.
e. Order of Precedence: Any conflict between the terms of this License Agreement and any
Purchase Order or other terms shall be resolved in favor of the terms of this License
Agreement.
2013-404; Denton Page 7
evfewed
Telvent USA, LLCSoRware License Agreement
f. Governing Law: This Agreement shall be construed and enforced in accordance with the
laws of the State of Colorado without reference to conflict of laws principles.
g. Entire Agreement and Amendments: This Agreement and the Attachments, which are
incorporated by reference, constitute the sole and entire agreement of the parties as to the
matter set forth herein and supersedes any previous agreements, understandings, and
arrangements between the parties relating hereto. Except as otherwise expressly provided
herein, any Amendments to this Agreement must be in writing and signed by an authorized
representative of each party. The attachments are as follows:
Exhibit 1-- Registered Client Information
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective,
valid, and binding upon the parties as of the date below as executed by their duly authorized
representatives.
Signatures on next page
2 13-404; Denton Page 8 T I e
w
Te/vent USA, LLCSoRware License
IN WITNESS WHEREOF, the City ofDenton, Texas has executed this Agreement in four (4)
original counterparts, by and through its duly-authorized City Manager; and Telvent USA LLC, a
Delaware limited liability company, having executed this A ment by and through its duly-
authorized undersigned officer, on this the day of , 2013.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I . /,/
APPROVED AS TO LEGAL FORM:
CITY ATTORNEY
hc`. v!
ATTEST:
I
CITY"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By: —
GEORGE C. CAMPBELL
CITY MANAGER
fi K1
TELV
Z w i1"is 2-
2013-404; Denton Page 9
I rrt
Reviewed
Telvent USA, LLC Sotiware License Agreement
EXHIBIT 1
Registered Client Information
Client Name:
Primary Contact:
Mailing Address:
Email:
Telephone No.:
Fax No.:
Bill To:
Address:
Note: This will be assumed to be a
taxable transaction unless the following
documentation is provided upon
execution of this license:
1. Direct Pay Certification
No. and a copy of the
applicable state documentation, or
2. A copy of your Tax Exemption
Certificate.
Ship Original Software To:
Address:
Client's Contract Administratow's Name:
Address:
Telephone No.:
Fax No.:
2013-404; Denton Page 10
Telvent USA, LLC SoRware Ucense Agreement
ADDENDUM1
Responder Software License Addendum
Licensee and Telvent mutually desire to modify the Agreement to include the Responder
Software Site License. Accordingly, this Addendum, when signed by Licensee and Telvent,
shall constitute the following modifications to the Agreement.
For the purposes of this Agreement, and with respect to the Responder Software and Related
Materials (Responder) only, "Licensee" includes City of Denton, Texas, a Texas Municipal
Corporation and its Named Affiliates as identified below. The provisions of this License
Agreement anel its Addendum d not apply to any other Affiliate or entity. Licensee shall notify
Telvent within a reasonable period after Licensee's acquisition of any company who Licensee
intends to add t this Agreement pursuant to Articles 6 and 7 below.
ARTICLE 1
DEFINITIONS
The following definitions are added to the Agreement and are applicable to Responder only:
Affiliate" means any commercial entity (including any entity acquired or created after
the date of this Agreement) which, directly or indirectly, controls, or is controlled by, or is
under common control with, Licensee. An entity shall be deemed to control another
entity if such entity possesses, either directly or indirectly, the power to direct or cause
the direction of the management and policies of such entity, whether through the
ownership of voting securities, by contract, or otherwise. Without limiting the foregoing,
for purposes of this definition, beneficial ownership of 50°/a or more of the voting equity
of an entity shall be deemed to constitute control of such entity. This Agreement shall
only apply to Named Affiliates as described below. Licensee may have Affiliates not
named in this Agreement, and for whom this Agreement does not apply. For the
purposes of this Agreement, Named Affiliates are: NONE
Site License" means a license to use software for its intended purpose to manage
facilities, plant, and work processes owned by and within the current corporate
boundaries of Licensee and its Named Affiliates. It provides authorization to install the
software on all or some number of servers for a specified number of users at specified
locations as well as make copies of the software for distribution within that jurisdiction.
The Site License software is as described in the table below, and at the indicated price
for purchase.
ARTICLE 4
SCOPE OF USE
The following provisions are in addition to those in Article 4 of the Software License Agreement
and are applicable Responder only:
Permitted Uses. The license grant permits the Licensee to do only each of the following:
2013-404; Denton Page 11 t e
iewed
Telvent USA, LLC Sottware License Agreement
Licensee may use the Responder ciient Software and Related Materials for its internal
business and commercial operations only, limited to the normal electric only outage
management and operational tasks for which it is intended.
Uses Not Permitted. The Licensee has no rights to:
Licensee may not use Responder client Software for production data maintenance,
mapping, or viewing tasks normally executed through the use of ArcFM or ArcFM
Viewer
Such limits shall apply to use of either a portion of or the entire Software or Related
Materials.
Use By Contractors: A contractor of Licensee ("Contractor"), may be permitted to use one or
more of the licenses for the Software under the following terms and conditions:
The term Contractor refers to a person, not an employee of Licensee, which is contracted
by Licensee and authorized to perform construction or other work on Licensee's behalf. No
Contractor shall be an organization engaged in the development, licensing or implementation of
a GIS design tool software product or Outage Management software product unless express
written consent is obtained in advance from Telvent.
ARTICLE 6
ASSIGNMENT
The following provision supersedes Article 6 of the Software License Agreement for the
governance of Responder only:
Upon written approval from Telvent, Licensee may assign its rights and obligations
hereunder to the other/s affiliate company provided such affiliate company agrees, in writing, to
assume such Licensee's rights and obligations under the Agreement. The affiliate company to
which the assignment is made will be responsible for payment of any addition in the site license
fee, as provided in Article 7 below. As of the effective date of such assignment, the assigning
Licensee shall have no further rights, obligations or liability pursuant to this Agreement except
its obligation to maintain the confidentiality of the Software and Related Materials.
ARTICLE 7
MERGER OR ACQUISITION
The following provision is added to Article 7 of the Software License Agreement for governance
of Responder only:
Pricing and Payment. Should merged or acquired affiliate companies, or current or future
affiliate companies not named in this Agreement, elect to participate in the Software site license
granted hereunder, an equitable adjustment of the site license fee will be made to
accommodate the increase in number of copies of Software required. License fees will be
billed upon receipt of Software.
2013-404; Denton Page 12
e e
Telvent USA, LLC SoRware License
Except as modified by this Addendum all other terms in the Agreement and any other previous
modifications to the Agreement are incorporated herein by this reference and remain
unchanged unless modified by a separate signed modification agreement.
IN WITNESS WHEREOF, the City ofDenton, Texas has executed this Agreement in four (4)
original counterparts, by and through its duly-authorized City Manager; and Telvent USA LLC, a
Delaware limited liability cornpany, having executed this Agr ement by and through its duly-
authorized undersigned officer, on this the "/2 day of , 2013.
ATTEST:
JEN1 lIFER WALTERS, CITY SECRETARY
f'_l_ , ` C ; :
APPROVED AS TO LEGAL FORM:
ATTEST:
CITY"
CITY OF DENTON, TEXAS
A Texas Mtuv.cipal Corporation
By: / °
GEORGE C. CAMl'BELL
CITY MANAGER
cor
TEL
2013-404; Denton Page 13
T
e ed
TELVENT USA LLC
SMALL UTILITY
ENTEI PRISE LICENSE AGREEMENT
Contract No. 2013-402
This Small Utility Enterprise License Agreement is a License Agreement and not an
Agreement for Sale. This Enterprise License Agreement (ELA) is between City of Denton,
Texas, a Texas Municipal Corporation (Licensee), whose address is given in Exhibit 1; Registered
Licensee Information annexed hereto, and Telvent USA LLC (Telvent) and is effective (Effective
Date) as ofthe date of signature of this ELA and receipt of Licensee's Purchase Order citing this
signed ELA. The ELA grants Licensee certain limited rights to use specific proprietary Telvent
Enterprise Software and Related Materials (Software and Related Materials) and receive
maintenance and support over a limited, fixed period of time from the Effective Date of this
ELA. All rights not specifically granted in this ELA are reserved to Telvent.
This ELA constitutes the sole and entire agreement ofthe parties as to the subject matter set forth
herein. This ELA supersedes any different or additional terms or conditions in or with any
Licensee Purchase Order and the terms of this ELA shall govern.
This ELA supersedes any previous agreements, proposals, presentations, understandings, and
arrangements between the parties relating to the software listed in Exhibit 1, which is the
licensing of the Enterprise Software. All other software shall continue to be licensed under the
existing Software License Agreement (Contract No. 2003-CoServ) with Telvent. Except as
provided in Article 12.b, any modifications or amendments to this ELA must be in writing and
signed by an authorized representative of each party.
ARTICLE 1
DEFINITIONS
As used herein, the following words, phrases or terms in this ELA shall have the following
meanings:
Deploy", "Deployed", or "Deployment" means to redistribute and install or the
redistribution and installation of the Enterprise Software or its having been redistributed
and installed by Licensee on Licensee's hardware.
Enterprise Soflware" means the actual copy of all or any portion of the computer
programs delivered, inclusive of backups, updates or merged copies of the specific
Telvent software products identified in Exhibit 2.
ELA Fees" means the fees set forth in E ibit 3, ELA Fee Schedule.
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Telvent USA Small Utili(v ELA
Hardware Key/License Manager" means the device and/or software program that
administers the distribution of the licensed number of Enterprise Software copies of
requesting end users.
Licensed Configuration" means the Licensee's specific computer networks and/or
computer systems which are licensed to use the Software, as designated through the
internet website url: http://www.telvent-gis.com/support/download form.shtml.
Related Materials" means all of the printed materials, user and specification
documentation, training docurnentation, and other material, if any, specifically identified
for use in conjunction with the confidential Enterprise Software supplied by Telvent
under this ELA.
ARTICLE 2
GRANT OF LICENSE AND RESERVATION OF OWNERSHIP
a. Grant of License and Retention of Rights. Telvent hereby grants to Licensee a limited
term, personal, non-exclusive, nontransferable license to use the Enterprise Software and Related
Materials pursuant to the terms and conditions of this ELA. Frorn the date of receipt, Licensee
agrees to protect the Enterprise Software and Related Materials from any unauthorized use,
reproduction, distribution or publication. Telvent retains exclusive title and ownership of any
copy ofthe Enterprise Software and Related Materials licensed under this ELA.
b. License Management. Telvent employs a License Manager to limit use of the licensed
Enterprise Software _ to specific computer networks andlor computer systems. As each
configuration of computer networks and/or computer systems may be unique, Licensee agrees to
conform its use of the Enterprise Software to the Licensed Configuration. The Licensed
Configuration is incorporated herein by this reference, inclusive of any written modifications
approved by Telvent. Licensee is required to update its Licensed Configuration to reflect current
use of Enterprise Software for license management purposes.
c. Audit. The terms and conditions in this Sma11 Utility ELA ofFer are for utilities with a
total customer count that falls between 10,001 and 50,000. By entering into this Agreement,
Licensee confirms its organization's customer count fa11s within this range. During the term of
this ELA, Telvent or its designated agent may inspect Licensee's facilities and records to verify
Licensee's compliance with this ELA. Any such inspection will take place only during
Licensee's normal business hours and upon no less than ten (10) days prior written notice from
Telvent. Telvent will give Licensee written notice of any non-compliance with the Licensed
Configuration.
ARTICLE 3
COPYRIGHT
Telvent USA, LLC
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The Enterprise Software and Related Materials are owned by Telvent and are protected by
United States copyright laws and applicable international treaties and/or conventions. Licensee
may not export the Enterprise Software and Related Materials into a country that does not have
copyright laws that will protect Telvent's proprietary rights.
ARTICLE 4
SCOPE OF USE
a. Permitted Uses. The license grant permits the Licensee to do only each of the following:
Licensee may install the Enterprise Software onto the computer systems designated by the
Licensed Configuration. `
Licensee may use the Enterprise Software and Related Materials for its internal business
and commercial operations only.
Licensee rnay access and use any secure Telvent website resources made available to
Licensee for Licensee's internal use only, provided that Licensee follows Telvent's terms
of use policy specified therein. All password or controlled access information provided
by Telvent shall be treated as Telvent Confidential Information.
Licensee may make only one copy of the Enterprise Softwaxe for archival and disaster
recovery purposes unless the right to make additional copies is granted to Licensee in
writing by Telvent.
b. Uses Not Permitted. The Licensee has no rights to:
Licensee may not sell, rent, lease, sublicense, lend, time-share or transfer, in whole or in
part, or provide unlicensed Third Parties access to prior or present versions of the
Enterprise Software and Related Materials, any updates, or Licensee's rights under this
ELA.
Licensee may not reverse engineer, decompile ar disassemble the Software, or make any
attempt to unlock or bypass the License Manager.
Licensee may not alter, modify or create any derivative works of the Enterprise Software
and/or Related Materials.
Licensee may not make additional copies of the Enterprise Software and/or Related
Materials.
Licensee may not remove or obscure any copyright or trademark notices from the
Enterprise Software and/or l elated Materials.
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Telvent USA Small Utilitv ELA
c. Use By Contractors: A contractor of Licensee ("Contractor"), may be permitted to access
the Enterprise Software under the following terms and conditions.
The term "Contractor" refers to a person, not an employee of Licensee, which is
contracted by Licensee and authorized to perform construction or other work on
Licensee's behalf. No Contractar shall be an organization engaged in the development,
licensing or implementation of a GIS design tool software product unless express written
consent is obtained in advance from Telvent.
No licensing rights will be provided to the Contractor. The license will remain licensed
to the Licensee. When its Contractors use the Enterprise Software, Licensee will be
responsible for ensuring a Contractor's use of the Enterprise Software in accordance with
the terms of this ELA, and shall solely liable for any misuse ofthe Enterprise 5oftware by
Contractor.
Any Contractor permitted to use the Enterprise Software by Licensee will use it for the
sole benefit of Licensee, and only while working on-site at Licensee's facilities or by
remotely accessing the Enterprise Software from Licensee's on-site computers or
machines. The Enterprise Software may not be used by the Contractor to perforrn work
for any other Licensee.
Licensee will keep a written record of which Contractors are using the Enterprise
Softwaxe. Telvent may audit these records upon request, provided that such audits may
not unreasonably interfere with Licensee's business and shall occur only during
Licensee's normal hours of operation.
If a Contractor that is using the Enterprise Software ceases to perform work for Licensee,
then Licensee will ensure that the Contractor discontinues use of and access to the
Enterprise Software.
Such limits shall apply to use of either a portion of or the entire Enterprise Software or
Related Materials.
ARTICLE 5
PAYMENT
Fees for the Enterprise Software and Related Materials (the "ELA Fees") will be identified in
Exhibit 3. ELA Fees are stated in United States Dollars, must be paid in United States Dollars,
and, unless otherwise specified in writing, do not include out-of-pocket expenses or shipping
costs. Licensee will pay all ELA Fees and expenses, if any, no later than thirty (30) days from
the date of an invoice. All ELA Fees are exclusive of T es. Licensee will pay Telvent an
amount equal to any Taxes arising from or relating to this ELA which are paid by or are payable
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by Telvent. "TaYes" means any form of sales, use, value added or other form of t ation and any
fines, duties, fees, penalties, surcharges or interest, but excluding any t es based solely on the
net income of Telvent.
ARTICLE 6
TERM, TERMINATION, AND RENEWAL
a. Term: The license granted by this ELA is for a term of three (3) years from the Effective
Date, unless this ELA is terminated earlier as provided herein. The term of all licenses and the
authorized period of use for all Enterprise Software Deployed shall be concurrent with the term
of this ELA. No indefinite or perpetual term license grants are provided with this ELA.
b. Termination By Government Entity: For Government owned utilities only, either party
may terminate this ELA for Lack of Funds. Lack of Funds is the inability of Licensee to secure
appropriation of funds through the legislative or governing body's approval process for annual
payments due.
c. Termination For Cause: Either party may termination this ELA for a material breach by the
other party. The breaching party shall be given a period of ten (10) days from the date of written
notice to cure any material breach. Notwithstanding the foregoing, the parties agree that any
breach of this ELA may cause irreparable damage and that, in the event of such breach, in
addition to any and all remedies at law, Telvent shall have the right to seek an injunction, specific
performance, or other equitable relief in any court of competent jurisdiction.
d. Termination for Convenience. Should Licensee terminate this ELA for convenience,
Licensee will be required to continue paying the ELA Fees for the remainder of the ELA.
e. Effect of Termination or Expiration: Upon expiration or termination of this ELA, all
Enterprise Software Deployed shall terminate. Licensee sha11 cease access and use of the
Enterprise Software and uninstall, remove, and destroy all Deployed Enterprise Software and any
whole or partial copies, modifications, media, or merged portions in any forxn and execute and
deliver evidence of suci actions to Telvent. All Enterprise Software maintenance services sfiall
also terminate.
f. Renewal: Upon expiration of this ELA, the parties will evaluate Licensee's requirements.
Any renewal ELA will be offered in accordanc.e with license terms and conditions and pricing
then in effect and based upon Licensee's then current meter count.
ARTICLE 7
ASSIGNMENT
Licensee shall not assign this ELA or Licensee's rights hereunder without the prior written
consent of Telvent. Any purported assignment without such consent shall be null and void.
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ARTICLE 8
MERGER, DIVESTITURE OR ACQUISITION
a. Merger or Acquisition. Should Licensee acquire, be acquired by, or merge with another
business entity after the date of execution of this License, Licensee shall promptly provide
written notice to Telvent. Any entities merged with or acquired by Licensee may join the ELA as
additional users upon mutual written agreement of the parties only if the new cumulative meter
count does not exceed the maximum meter count to qualify for the Small Utility ELA program. If
the new cumulative meter count moves Licensee into a higher pricing tier within the Small
Utility ELA program, an increase in the ELA Fees will be negotiated by the parties. If the new
cumulative meter count exceeds the limit for the Srnall Utility ELA program, this ELA shall be
considered terminated and a new pricing model sha11 be negotiated and applied.
b. Divestiture. Should any portion of the Licensee's organization be sold or divested, all
Enterprise Software and/or Related Materials used by the divested entity must either be
uninstalled or transferred to the Licensee in a prompt manner. If the divested entity wishes to
continue using any portion of the Enterprise Software, Telvent and the divested entity shall enter
into a mutually agreed upon agreement between the parties. Additional fees shall apply to the
continued use ofthe Enterprise Software by the divested entity.
ARTICLE 9
LIMITED WARRANTY AND DISCLAIMER
a. Limited Warranty. Telvent warrants that the unaltered Enterprise Software and media,
under normal use, will conform substantially to the Related Materials and will be free from
defects in materials and workmanship for a period of ninety (90) days from the date of issue of
the softwaxe download password or of the license file(s), whichever is first.
b. General Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE,
Telvent DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
1NCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FI'TNESS FOR A PARTICULAR PURPOSE, WITH RESPECT
TO THE ENTERPRISE SOFTWARE AND RELATED MATERIALS.
c. Data Disclaimer. LICENSEE ASSUMES ALL RESPONSIBILITY FOR THE QUALITY
AND ACCURACY OF DATA USED IN CONJUNCTION WITH THE SOFTWARE
LICENSED UNDER THIS ELA. TELVENT MAKES NO WARRANTY WITH RESPECT TO
THE DATA. Without limiting the generality ofthe preceding sentence, Telvent does not warrant
that the data will meet Licensee's needs or expectations, the use of the data will be uninterrupted,
or that all nonconformities can or wi11 be corrected. Licensee should always verify its data
including, but not limited to, map, spatial, raster, and tabular information, against its own
records.
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Telvent USA Small UtilitvELA
d. Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE
THAT THE INTERNET I5 A NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND
THAT (i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (ii) THE PARTIES
HAVE NO CONTROL OVER THE 1NTERNET, AND (iii) NONE OF THE PARTIES SHALL
BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE
DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR
POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT
THE OPERATION OF THE WEB SERVICES.
e. Exclusive Remedy. During the warranty period, Telvent's entire liability and Licensee's
exclusive remedy shall be, at Telvent's option, to attempt to correct or work around errors, to
replace the Enterprise Software and Related Materials in accordance with the Telvent
Maintenance and Support Policy, or to return the license fees paid and terminate the _ELA upon
the Licensee uninstalling and returning the Enterprise Software and Related Materials to Telvent
with a copy of Licensee's receipt.
ARTICLE 10
ENTERPRISE SOFTWARE MAINTENANCE
ELA Maintenance for Enterprise Software provided under this ELA is included with the ELA
Fee. ELA Maintenance consists of Enterprise Software and/or Related Materials, updates, and
access to technical support and other benefits specified in the Telvent Maintenance Support
Services Policy (please see http://www.telvent-is.com/su poi-t/maintenance.shtml for specific
terms of reference), as modified by this Article 9. Notwithstanding the foregoing, any terms and
conditions included in the Maintenance Support Services Policy, especially those related to price,
term and renewal, that differ from those contained herein, shall not apply to the ELA
Maintenance. This ELA takes precedence over the Maintenance Support Services Policy.
Tier 1 Support Provided by Licensee
1) Licensee shall provide Tier 1 Support through the Tier 1 Help Desk to all Licensees
authorized users.
2) The Tier 1 Help Desk shall use analysts fully trained in the Enterprise Software they
are supporting.
3) At a minimum, Tier 1 Support shall include those activities that assist the user in
resolving how-to and operational questions as well as questions on installation and
troubleshooting procedures.
4) Tier 1 Support analysts shall be the initial points of contact for all questions and
Incidents. Tier 1 Support analysts shall obtain a full description of each reported
Incident and the system configuration from the Licensee. This may include obtaining
any customizations, code samples, or data involved, if applicable, to the Incident. The
analyst shall also use any other information and databases it may develop to
satisfactorily resolve Incidents.
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5) If the Tier 1 Help Desk can not resolve the Incident, an authorized Tier 1 Help Desk
individual inay contact Telvent Technical Support. The Tier 1 Help Desk shall
provide support in such a way as to minimize repeat calls and make solutions to
problems available to Licensees.
6) Tier 1 Help Desk individuals identified by Licensee are the only individuals
authorized to contact Telvent directly for Tier 2 Support. Licensee may revise named
individuals by written notice.
Tier 2 Support Provided by Telvent
1) Telvent shall log the calls received from the Tier 1 Help Desk individuals.
2) Telvent shall attempt to resolve the Incidents by assisting the Tier 1 Help Desk
individuals.
3) When the Incident is resolved, Telvent shall communicate the information to the Tier
1 Help Desk individuals, and the Tier 1 Help Desk sha11 disseminate the resolution to
the Licensee.
4) Telvent may, at Telvent's sole discretion, make patches, hot fixes, or updates available
for downloading from Telvent's web site or deliver them on via email.
ARTICLE 11
LIMITATION OF LIABILITY
a. Disclaimer of Certain Types of General Liability. Telvent SHALL IN NO EVENT BE
LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES; BUSINESS EXPENDITURES; INVESTMENTS; OR COMMITMENTS IN
CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY
INDIltECT, SPECIAL, 1NCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATED TO THIS ELA OR USE OF THE ENTERPRISE SOFTWARE, OR
RELATED MATERIALS, HOWEVER CAUSED, ON ANY THEORY OF LIABIL,ITY, AND
WHETHER OR NOT Telvent HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMI GE.
b. Limitation of Liability. FOR ALL EVENTS AND CIRCUMSTANCES, Telvent'S TOTAL
CUMULATNE AND AGGREGATE LIABILITY ARISING OUT OF THIS ELA, FROM ALL
CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT,
TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY,
BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, WILL BE
LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNTS PAID TO
Telvent DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GNING
RISE TO LIABILITY.
ARTICLE 12
INDEMNITY AGAINST INFRINGEMENT
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Te/vent USA Sma/l Utility ELA
a. Indemni cation. Telvent, at its own expense, shall (i) defend Licensee against a Claim and
ii) pay costs, damages and/or attorneys fees that are included in a final judgment against
Licensee (without right of appeal) or in a settlernent approved by Telvent that are attributable to
an unaffiliated third parly's claim that the Enterprise Software and Related Materials furnished
under this ELA infringe a U. S. Copyright ("Claim"). As conditions precedent to Telvent's
obligations to Licensee under Article 12a., Licensee must comply with the following conditions.
Licensee must (1) notify Telvent promptly, but in no event later than ten (10) days of receipt of
any Claim for which relief is sought under this ELA (including evidence of the Claim brought);
2) provide Telvent with the right to cont ol and conduct the defense of the Claim with counsel
of its choice and to settle such Claim at Telvent's sole discretion; and (3) cooperate with Telvent
in the defense ofthe Claim.
b. Remedies. As to any Enterprise Software and Related Materials that are or in the opinion of
Telvent may become subject to a claim of infringement, Telvent, at its option, will obtain the
right for Licensee to continue using the Enteiprise Software and Related Materials or replace or
modify the Enterprise Software and Related Materials so as to make them non-infringing. If
Telvent determines that neither remedy is commercially practical, then Telvent may terminate the
ELA without further liability under this paragraph, and if the infringing items are retumed to
Telvent, Licensee shall be refunded the ELA fees, prorated over a three year period.
c. Alterations by Licensee. If Licensee extends, alters, modifies, or creates any derivative
works of the Enterprise Software and Related Materials or breaches this ELA in any way, Telvent
will not indemnify nor defend Licensee from any infringement claim resulting frorn any of these
modifications or alterations. Licensee, at its own expense, shall defend and indemnify Telvent
from all claims, damages, legal fees, and costs of whatsoever kind or nature arising out of any
infringement in connection with Licensees perfortnance of such modification or alteration to the
Enterprise Software and Related Materials.
THIS SECTION STATES Telvent'S ENTIRE OBLIGATION TO LICENSEE AND
LICENSEE' S SOLE AND EXCLUSIVE REMEDY FOR COPYRIGHT INFRINGEMENT.
ARTICLE 13
GENERAL PROVISIONS
a. Export Regulations: Licensee acknowledges that this ELA and the performance thereof are
subject to cornpliance with any and all applicable United States laws, regulations, or orders
relating to the export of computer software or know-how relating thereto. Telvent Enterprise
Software and Related Materials may be Technical Data under United States export laws.
Licensee agrees to comply with all laws, regulations, and orders of the United States in regard to
any export of such Technical Data. Licensee agrees not to disclose or re-export any Technical
Data received under this ELA in or to any countries for which the United States government
requ.ires an export license or other supporting documentation at the time of export or transfer,
unless Licensee has obtained prior written authorization from Telvent and the U. S. Office of
Export Control.
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b. Future Versions: Updated or new Enterprise Software may require additional or revised
terms and conditions. Telvent will provide notice of the revisions to Licensee in writing. The
revisions shall be incorporated into this ELA upon such written notice to Licensee. Should
Licensee reject #he revisions, then Licensee shall not install or use the revised, updated, or new
Enterprise Software.
c. OEM Licenses: If Licensee obtains Software or Related Materials or any component thereof
as part of an original equipment manufacturer (OEM) software progra.tn or product developed
and licensed by an OEM business partner of Telvent, Licensee shall not be entitled to or seek any
discount from the OEM business partner or Telvent, directly or indirectly, as a result of or based
on the availability of such Software or Related Materials, as Enterprise Software under this ELA.
In addition, such Software and Related Materials, or any component thereof included in the OEM
software program or product will be licensed through the license agreement provided by the
OEM business partner and not through this ELA.
d. Product Obsolescence. During the term of this ELA, some Enterprise Software items may
become obsolete, may no longer be commercially offered, or may no longer be available for
unlimited quantity Deployment. Licensee may continue to use such Enterprise Software that has
been Deployed for the term of the ELA, but updates for such obsolete Enterprise Software may
not be available. Telvent's Product Life Cycle Support Policy, available at htt://vn n.telvent-
is.coin/supUart/Sur portLifeCycleandl'olicv.pdf defines the support phases and overall support
plans. ELA Maintenance shall be subject to the Product Life Cycle Support Policy.
e. Purchase Orders: Licensee shall issue a Purchase Order upon execution of the ELA and
annually thereafter in accordance with the payment schedule. Payment shall be due and payable
within thirty (30) days of the anniversary date of the Effective Date, with the initial payment due
within thirty (30) days of execution of the ELA. All Purchase Orders shall include the following
language "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS
OF THE Telvent SMALL UTILITY ELA, AND ANY DIFFERENT OR ADDITIONAL TERMS
AND CONDITIONS 1N OR WITH THIS PURCHASE ORDER SHALL NOT APPLY".
f. Endorsement and Publicity: This ELA shall not be construed or interpreted as an exclusive
dealings agreement or an endorsement of Telvent by Licensee. Licensee agrees that upon
execution of this ELA, Telvent may publicize the existence of this ELA with Licensee.
g. Severability: If any provision or portion of a provision of this ELA is held invalid or
unenforceable, the remainder of the ELA shall not be affected, and the remaining tertns will
continue in effect and be binding on the Parties, provided that such holding of invalidity or
unenforceability does not materially affect the essence of the ELA.
h. No Implied Waivers: No failure or delay by Telvent in enforcing any right or remedy under
this ELA shall be construed as a waiver of any future or other exercise of such right or remedy by
Telvent.
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i. Order of Precedence: Any conflict between the terms of this ELA and any Purchase Order or
other terms shall be resolved in favor of the terms of this ELA.
j. Governing Law: This ELA, entered into in the Couniy of Larimer, shall be construed and
enforced in accordance with, and be governed by, the laws of the State of Colorado without
reference to conflict of laws piinciples. The parties hereby consent to the personal jurisdiction of
the courts ofthis county and waive their rights to change venue.
k. Survival. If this ELA is terminated for any reason, Articles 2, 3, 5, 9b, and 11 of this ELA
will survive such termination.
l. Entire Agreement and Amendments: This ELA and the Attachments, which are
incorporated by reference, constitute the sole and entire agreement of the parties as to the matter
set forth herein and supersedes any previous agreements, understandings, and arrangements
between the parties relating hereto. Except as otherwise expressly provided herein, any
Amendments to this ELA must be in writing and signed by an authorized representative of each
party. The attachments are as follows:
Exhibit 1-- Registered Client Information
Exhibit 2 — Enterprise Software
Exhibit 3— ELA Fees Schedule
IN WITNESS WHEREOF, the parties hereto have executed this ELA to be effective, valid, and
binding upon the parties as of the date below as executed by their duly authorized
representatives.
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IN WIT`NESS WHEREOF, the City of Denton, Texas has executed this Agreement in four (4)
original counterparts, by and through its duly-authorized City Manager; and Telvent USA LLC, a
Delaware limited liability company, having executed this Agr e by and through its duly-
authorized undersigned officer, on this the day of , 2013.
CITY"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
l / / ../L
APPROVED AS TO LEGAL FORM:
CITY ATTORNEY
a. c.v e S
By:
cor
i
ATTEST:
BY :-. 7c r,.+'L_
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Telvent USA Small Utililv ELA
EXHIBIT 1
Registered Client Information
Client Name:
Primary Contact:
Mailing Address:
Email:
Telephone No.:
Fax No.:
Bill To:
Address:
Note: This will be assumed to be a
taxable transaction unless the following
documentation is provided upon
execution of this license:
1. Direct Pay Certification
No. and a copy of the
applicable state documentation, or
2. A copy of your Tax Exemption
Certificate.
Telvent USA, LLC
2013-402; Denton
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Ship Original Software To:
Address:
Client's Contract Administrator's Name:
Address:
Telephone No.:
Fax No..
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EXHIBIT 2
Enterprise Software
The ELA includes unlimited quantities of the following Telvent proprietary software:
ArcFM
ArcFM Viewer
Designer
Designer Staker
Designer Express
Conduit Manager
Network Adapter
Fiber Manager
ArcFM Viewer with Redliner
ArcFM Viewer with Inspector
ArcFM Server Standard
ArcFM Geodatabase Manager
Any additional Telvent software that is not included in the list above that Licensee wishes to
obtain during the term of this ELA, whether such software exists at the time of signing this ELA
or not, shall be available to Licensee under a separate agreement and at an additional price.
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Exhibit 3
ELA Fees Schedule
Licensee shall pay the following ELA Fees for the duration ofthe agreement. Payment for each
year shall be due within 30 days of reciept of an invoice from Telvent.
Year 1` Year.2 Year 3_ Tofal
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ORDINANCE •
AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR,
AUTHORIZING, AND APPROVING THREE (3) YEAR SOFTWARE MAINTENANCE FOR
CONTINUED VENDOR SUPPORT OF THE DENTON MUNICIPAL ELECTRIC (DME)
ARCFM SOLUTION AND ASSOCIATED SOFTWARE MODULES ALONG WITH NEW
HARDWARE AND SOFTWARE UPGRADES, WHICH IS AVAILABLE FROM ONLY ONE
SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL
GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS
OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5770
AWARDED TO TELEVENT USA, LLC FOR A THREE (3) YEAR NOT -TO -EXCEED
AMOUNT OF $129,401).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available Froin one source, including; items that are only available from
one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
63
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the "File" listed hereon, and on file in the office of the Purchasing Agent, are hereby
approved:
FILE
NUMBER VENDOR AMOUNT
5770 Televent USA, LLC $129,401
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacern nt parts or coriponents tbr cquilanient; and library materials for a public libnu°y
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts relating to
the items specified in Section I and the expenditure of funds pursuant to said contracts is hereby
authorized.
SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 5770 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of 0.Ob Vl 2016.
AYORCHRIS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
M
Fal"I 7-15J.'al I wffA w to] c.'a
BY:
ORDINANCE NO. 20-498
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE APPROVAL OF A THIRD AMENDMENT TO A SOLE
SOURCE AGREEMENT BETWEEN THE CITY OF DENTON AND TEL VENT USA, LLC,
AMENDING THE CONTRACT APPROVED BY CITY COUNCIL ON MAY 7, 2013, IN THE
NOT-TO-EXCEED AMOUNT OF $491,813 .75; AMENDED BY AMENDMENTS 1-2
APPROVED BY PURCHASING; SAID THIRD AMENDMENT TO PROVIDE CONTINUED
VENDOR SUPPORT OF THE DENTON MUNICIPAL ELECTRIC (DME) ARCFM SOLUTION
AND ASSOCIATED SOFTWARE MODULES ALONG WITH NEW HARDWARE AND
SOFTWARE UPGRADES; WHICH IS THE SOLE PROVIDER OF THIS SOFTWARE, IN
ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVIDES
THAT PROCUREMENT OF COMMODITIES AND SERVICES THAT ARE AVAILABLE
FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING; PROVIDING FOR
THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE
(FILE 5770 -PROVIDING FOR AN ADDITIONAL THREE (3) YEAR TERM AND THIRD
AMENDMENTEXPENDITUREAMOUNTNOT-TO-EXCEED$142,000, WITHTHETOTAL
CONTRACT AMOUNT NOT-TO-EXCEED $722,980.75).
WHEREAS, on May 7, 2013, by Ordinance No. 2013-118, the City awarded a contract to
Telvent USA, LLC in the amount of$491,813.75 fortheDME GIS Upgrade to Version 10.2.1a; and
WHEREAS, the additional fees under the proposed Third Amendment are fair and reasonable
and are consistent with and not higher than the recommended practices and fees applicable to the
Provider's profession and such fees do not exceed the maximum provided by law; NOW,
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The Third Amendment, increasing the amount of the contract between the City
and Telvent USA, LLC, which is on file in the office of the Purchasing Agent, in the amount of One
Hundred Forty-Two Thousand Five Hundred and 00/100 ($14 2, 500) Dollars, is hereby approved and
the expenditure of funds therefor is hereby authorized in accordance with said amendment. The total
contract amount increases to $722,980.75 .
SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a
procurement of items that are available from only one source, including, items that are only available
from one source because of patents, copyrights, secret processes or natural monopolies; films,
manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or
components for equipment; and library materials for a public library that are available only from the
persons holding exclusive distribution rights to the materials; and need not be submitted to
competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a contract
between the City and the person submitting the quotation for such items until such person shall
comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the
items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized.
SECTION 5. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City ofDenton
under this ordinance to the City Manager of the City of Denton, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by tfG"EL y /3h (;d'r:? and seconded
by 1..7/;lilll IZ V dill , the ordinance was passed and approved by the following
vote [ ~-_Q_J: '
Mayor Chris Watts:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Aye
v'
v'
Nay Abstain Absent
PAS SED AND APPROVED this the d&i day of 'l':'t-?.1 , ·!t_ , 2020.
CX w~
CHRIS WATTS, MAYOR
ATTEST:
ROSARIOS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY ,dt 1?/t~wJ)
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 95873B95-4C0E-449F-8064-5F2672B94C64
!$ ""
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Telvent USA, LLC Page 1
Small Utility Enterprise License Agreement
City of Denton, Texas, a Texas Municipal Corporation
Amendment No. 3
In accordance with the terms and conditions of the Small Utility Enterprise License Agreement
(“Agreement” or “ELA”) between City of Denton, Texas, a Texas Municipal Corporation
(“Licensee”), and Telvent USA, LLC (“Telvent”), Contract No. 2013-402, the parties hereby
wish to amend the Agreement for the purpose of extending the ELA for an additional three (3)
years. The terms of the Agreement shall be amended as follows.
Article 6, Term, Termination, and Renewal
The paragraph a. of Article 6 shall be deleted and replaced with the following provision, with
changes shown in italics.
a. Term: The license granted by this ELA Amendment 3 is for an additional three (3) years
from the Effective Date, unless terminated earlier as provided herein. The term of all
licenses and the authorized period of use for all Enterprise Software deployed by Licensee
shall be concurrent with the term of this ELA Amendment. No indefinite or perpetual
term license grants are provided with this ELA.
For the avoidance of doubt, the term of this Amendment 3 shall be from December 1,
2019 through November 30, 2022.
In Exhibit 2 – Enterprise Software, the list of Telvent proprietary software to which Licensee
shall have access to during the term of this Amendment 3 shall be deleted and replaced with the
following:
• ArcFM • Fiber Manager
• ArcFM Editor XI • ArcFM Viewer with Redliner
• ArcFM Viewer • ArcFM Viewer with Inspector
• ArcFM Mobile • ArcFM Web
• Designer
• Designer XI
• ArcFM Geodatabase Manager
• Designer Express • Wavepoint
• Network Adapter
• Responder
• Conduit Manager
• Responder Adapters
Exhibit 3 – ELA Fees Schedule, shall be deleted and replaced with the following.
Licensee shall pay the following ELA Fees for the duration of this Amendment 3. Payment for
each year shall be due within 30 days of receipt of an invoice from Telvent.
DocuSign Envelope ID: 95873B95-4C0E-449F-8064-5F2672B94C64
Telvent USA, LLC Page 2
Year 1
December 1, 2019 –
November 30, 2020
Year 2
December 1, 2020 –
November 30, 2021
Year 3
December 1, 2021 –
November 30, 2022
Total
Annual Fee
$47,500 $47,500 $47,500
All terms and conditions of the Agreement not specifically amended as provided herein shall
remain unchanged and in full force and effect.
Accepted and Agreed:
City of Denton, Texas, a Texas
Municipal Corporation Telvent USA, LLC
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: __________________________________ Date: __________________________________
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, 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: 95873B95-4C0E-449F-8064-5F2672B94C64
"& $$"
"$ " !"$ #
$"
$ % $"
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Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 95873B95-4C0E-449F-8064-5F2672B94C64
Certificate Of Completion
Envelope Id: 95873B954C0E449F80645F2672B94C64 Status: Completed
Subject: Please DocuSign: City Council Contract 5770 Telvent Amendment 3
Source Envelope:
Document Pages: 4 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Lori Hewell
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
lori.hewell@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
2/13/2020 8:46:23 AM
Holder: Lori Hewell
lori.hewell@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 2/13/2020 8:51:44 AM
Viewed: 2/13/2020 8:51:52 AM
Signed: 2/13/2020 8:53:19 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: 129.120.6.150
Sent: 2/13/2020 8:53:20 AM
Viewed: 2/13/2020 10:07:39 AM
Signed: 2/13/2020 10:07:46 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 2/13/2020 10:07:47 AM
Viewed: 2/13/2020 10:12:09 AM
Signed: 2/13/2020 10:14:17 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Drew Ditter
drew.ditter@se.com
Director of Operations
Telvent USA, LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.202.137.36
Sent: 2/13/2020 10:14:18 AM
Viewed: 2/13/2020 3:05:52 PM
Signed: 2/14/2020 9:34:45 AM
Electronic Record and Signature Disclosure:
Accepted: 2/13/2020 3:05:52 PM
ID: 06e1bd22-6bb4-44fe-ad73-a65e0c5c2bd9
Signer Events Signature vimestamp
Antonio Puente, Jr.
antonio.puente@cityofdenton.com
Chief Financial Officer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 2/14/2020 9:34:47 AM
Viewed: 2/14/2020 9:45:34 AM
Signed: 2/14/2020 9:50:13 AM
Electronic Record and Signature Disclosure:
Accepted: 2/14/2020 9:45:34 AM
ID: d208c3ec-b54c-4700-a24d-e9c9c011a3ba
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 2/14/2020 9:50:16 AM
Viewed: 3/4/2020 8:48:11 AM
Signed: 3/4/2020 8:48:26 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 3/4/2020 8:48:29 AM
Viewed: 3/4/2020 9:52:51 AM
Signed: 3/4/2020 9:52:55 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 3/4/2020 9:52:58 AM
Viewed: 3/6/2020 7:58:08 AM
Signed: 3/6/2020 7:58:54 AM
Electronic Record and Signature Disclosure:
Accepted: 3/6/2020 7:58:08 AM
ID: 1a007ee1-137a-4527-bbfd-72fe3b47d8be
vn verson Signer Events Signature vimestamp
Editor Deliverv Events Status vimestamp
vgent Deliverv Events Status vimestamp
vntermediarv Deliverv Events Status vimestamp
Certivied Deliverv Events Status vimestamp
Carvon Copv Events Status vimestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/13/2020 8:53:20 AM
Viewed: 2/13/2020 10:11:05 AM
Electronic Record and Signature Disclosure:
Carvon Copv Events Status vimestamp
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/14/2020 9:50:15 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/4/2020 8:48:28 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina.Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/4/2020 8:48:28 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Omar Rodriguez
Omar.Rodriguez@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/6/2020 7:58:56 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
vitness Events Signature vimestamp
votarv Events Signature vimestamp
Envelope Summarv Events Status vimestamps
Envelope Sent Hashed/Encrypted 3/6/2020 7:58:56 AM
Certified Delivered Security Checked 3/6/2020 7:58:56 AM
Signing Complete Security Checked 3/6/2020 7:58:56 AM
Completed Security Checked 3/6/2020 7:58:56 AM
vavment Events Status vimestamps
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
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If you elect to receive required notices and disclosures only in paper format, it will slow the
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#! ! #$! " "$!!#
!# "!# !% ##!
# $ #! " "
How to contact City of Denton:
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Procurement & Compliance
215 E. McKinney St., Denton, TX 76201 (940) 349-7100
OUR CORE VALUES
Integrity Fiscal Responsibility Transparency Outstanding Customer Service
Internal
Name Change
From date of execution, Telvent USA, LLC should now be know as Schneider Electric Smart Grid
Solutions, LLC. Schneider hereby accepts all rights, title, and interest to the “Contract” described as
follows:
Contract approved May 7, 2013, by and between the City of Denton, Telvent USA, LLC for upgrading
Denton Municipal Electric (DME)’s geographical information systems (GIS) and related software
systems including ARCGIS and ARCFM Database, Responder outage management system (OMS), Fiber
Manager, ARCFM for Silverlight, ARCFM Mobile Replication, ARCFM Mobile Inspector and related
custom code from Version 10.1 to 10.2.1A; said Contract # 5225 being in the original not to exceed
amount of $491,813.75 and contained the Professional Services Agreement, the Software License
Agreement(Contract No. 2013-404), and the Small Utility Enterprise License Agreement (Contract No.
2013-402) (the “ELA”).
Amendments 1 through 3 reference contract #5770 in error. The original contract number is 5225 and
was attached to all amendments.
Amendment 1 to the ELA approved October 18, 2016, by and between the City of Denton, Telvent USA,
LLC for vendor support of the Denton Municipal Electric (DME) ARCFM Solution and associated
software modules along with new hardware and software upgrades; said ELA Amendment 1 being in the
additional not to exceed amount of $84,000 for a total contract not to exceed amount of $575,813.75.
Amendment 2 to the ELA approved August 7, 2018, by and between the City of Denton, Telvent USA,
LLC for vendor support of the Denton Municipal Electric (DME) ARCFM Solution and associated
software modules along with new hardware and software upgrades; said ELA Amendment 2 being in the
additional not to exceed amount of $4,667 for a total contract not to exceed amount of $580,480.75.
Amendment 3 to the ELA approved March 3, 2020, by and between the City of Denton, Telvent USA,
LLC to provide continued vendor support of the Denton Municipal Electric (DME) ArcFM Solution and
associated software modules along with new hardware and software upgrades; which is the sole provider
of this software; said ELA Amendment 3 being in the additional not to exceed amount of $142,500 for a
total contract not to exceed amount of $722,980.75.
This name change shall become effective as of the date the Consent to Name Change is executed by the
City of Denton, which will be signed after this Name Change is executed by the Schneider and shall be
binding. In the event of a conflict between this name change and the Contract as it relates to the matters of
this name changing, the terms of this name change will control. Otherwise, all terms and conditions of the
Contract will remain in full force and effect and likewise apply to this document.
DocuSign Envelope ID: EC040E95-41C1-4716-9C69-E32FBC02770E
Procurement & Compliance
215 E. McKinney St., Denton, TX 76201 (940) 349-7100
OUR CORE VALUES
Integrity Fiscal Responsibility Transparency Outstanding Customer Service
Internal
IN WITNESS WHEREOF Schneider execute and affix their respective approval and signature on this
Name Change on the dates herein set forth.
Dated: _________________
___________________________
Schneider
Consent to Name Change
In accordance with the provisions of the Contract, the City of Denton hereby consents to the name change
affirming that no modification of the Contract is made or intended, except as noted hereinabove.
Schneider shall provide to the City of Denton the following documentation (1) a completed substitute W-
9 form, and (2) a certificate of insurance which meets or exceeds the insurance requirements of the
Contract.
Attached: Conflict of Interest Questionnaire
Contract #5225
Amendments 1 – 3 #5770
Dated: _________________
Approved by:
Lori Hewell
Purchasing Manager
City of Denton
901B Texas Street
Denton, Texas
940-349-7100
lori.hewell@cityofdenton.com
DocuSign Envelope ID: EC040E95-41C1-4716-9C69-E32FBC02770E
4/8/2022
4/8/2022
ORDINANCE NO. 22-1504
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE APPROVAL OF A FOURTH AMENDMENT TO ACONTRACT BETWEEN THE CITY OF DENTON AND SCHNEIDER ELECTRIC SMART
GRID SOLUTIONS, LLC, FORMERLY TELVENT USA, LLC, AMENDING THE CONTRACT
APPROVED BY CITY COUNCIL ON MAY 7, 2013, IN THE NOT-TO-EXCEED AMOUNT OF$491,813.75; SAID FOURTH AMENDMENT TO CONTINUE TO PROVIDE VENDOR
SUPPORT OF THE DENTON MUNICIPAL ELECTRIC (DME) ARCFM SOLUTION ANDASSOCIATED SOFTWARE MODULES ALONG WITH NEW HARDWARE AND SOFTWARE
UPGRADES, WHICH IS THE SOLE PROVIDER OF THESE ITEMS, IN ACCORDANCE WITH
TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENTOF COMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE
EXEMPT FROM COMPETITIVE BIDDING, AND IF OVER $50,000, SHALL BE AWARDED
BY THE GOVERNING BODY; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8048 – PROVIDING FOR ATWO (2) YEAR TERM AND AN ADDITIONAL FOURTH AMENDMENT EXPENDITURE
AMOUNT NOT-TO-EXCEED $95,000.00).
WHEREAS, on May 7, 2013, by Ordinance No. 2013-118, the City awarded a contract toTelvent USA, LLC, in the amount of $491,813.75, for the purchase of a Geographic
Information/Facilities Management System (GIS) software products for core operations, enhanced
web-based GIS, and a new Outage Management System; and
WHEREAS, on October 18, 2016, by Ordinance No. 2016-322, City Council awarded a First
Amendment to Telvent USA, LLC, in the amount of $129,401.00, for vendor support of the Denton
Municipal Electric (DME) ARCFM Solution and associated software modules along with new
hardware and software upgrades; and
WHEREAS, on August 8, 2018, Purchasing awarded a Second Amendment to Telvent USA,
LLC, in the amount of $4,667.00, for vendor support of the Denton Municipal Electric (DME)
ARCFM Solution and associated software modules along with new hardware and software upgrades;and
WHEREAS, on March 3, 2020, by Ordinance No. 20-498, the City Council awarded a Third
Amendment to Telvent USA, LLC, in the amount of $142,000.00, to provide continued vendor
support of the Denton Municipal Electric (DME) ARCFM Solution and associated software modules
along with new hardware and software upgrades; and
WHEREAS, on April 8, 2022, Purchasing executed a Name Change with Schneider Electric
Smart Grid Solutions, LLC, formally Telvent USA, LLC; and
WHEREAS, this procurement was undertaken as part of the City’s governmentalfunction; and
WHEREAS, the additional fees under the proposed Fourth Amendment are fair and
reasonable and are consistent with, and not higher than, the recommended practices and fees
applicable to the Provider’s profession, and such fees do not exceed the maximum provided by law;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The Fourth Amendment, increasing the amount of the contract between the
City and Schneider Electric Smart Grid Solutions, LLC, formerly Telvent USA, LLC, which is on
file in the office of the Purchasing Agent, in the amount of Ninety-Five Thousand and 00/100
($95,000.00), is hereby approved and the expenditure of funds therefor is hereby authorized in
accordance with said amendment.
SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes
a procurement of items that are available from only one source, including items that are only
available from one source because of patents, copyrights, secret processes, or natural monopolies;
films, manuscripts, or books; electricity, gas, water and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available only
from the persons holding exclusive distribution rights to the materials; and need not be submitted to
competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a contract
between the City and the person submitting the quotation for such items until such person shall
comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the
items specified in Section 1, and the expenditure of funds pursuant to said contracts is herebyauthorized.
SECTION 5. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
a=•••n=
Th, m,ti,„ t, ,pp„„, thi, „di„,„„ w„ m,d, by ---ieHe M iS m
seconded by BriAn &ck , the ordinance was passed and approved by the
following vote [] -U
Aye
V/
32
y/Ja,/
1/r
Nay Abstain Alnent
Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck. District 2:Jesse Davis. District 3 :
Alison Maguire, District 4 :
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
PASSED AND APPROVED this the day of J@ IP
rd#gh_.
\\\11111111
ATTEST:
ROSA RIOS, CITY SECRETARY
Za
APPROVED AS TO LEGAL FORM:MACK RErNWAND, CITY ATTORNEY
Digitally signed by MarcellaLunn
DN: cn=Marcella Lunn. o.
\ Jk6L::=: IT„:, F,T,T=„@,ity,fd,
Date: 2022.08.10 1 6:47:21
-05'OO'
BY:VLfxkdthx
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 2D9793DD-500D-4020-926D-56EBD160BE7D
Christa Christian
FILE
No
Schneider Software Support Amendment
8048
AUGUST 16, 2024
AUGUST 16, 2022
22-1504
Page 1
Internal
Small Utility Enterprise License Agreement
City of Denton, Texas, a Texas Municipal Corporation
Amendment No. 4
In accordance with the terms and conditions of the Small Utility Enterprise License Agreement
(“Agreement” or “ELA”) between City of Denton, Texas, a Texas Municipal Corporation
(“Licensee”), and Schneider Electric Smart Grid Solutions, LLC, formerly Telvent USA, LLC
(“Schneider Electric” or “Telvent”), Contract No. 5770, the parties hereby wish to amend the
Agreement for the purpose of extending the ELA for an additional two (2) years and change the
contract number from 5770 to 8048. The terms of the Agreement shall be amended as follows.
Article 6, Term, Termination, and Renewal
The paragraph a. of Article 6 shall be deleted and replaced with the following provision, with
changes shown in italics.
a. Term: The license granted by this ELA Amendment 4 is for an additional two (2) years
from the Effective Date, unless terminated earlier as provided herein. The term of all
licenses and the authorized period of use for all Enterprise Software deployed by Licensee
shall be concurrent with the term of this ELA Amendment. No indefinite or perpetual
term license grants are provided with this ELA.
For the avoidance of doubt, the term of this Amendment 4 shall be from December 1,
2022 through November 30, 2024.
In Exhibit 2 – Enterprise Software, the list of Schneider Electric proprietary software to which
Licensee shall have access to during the term of this Amendment 4 shall be as follows:
• ArcFM • Fiber Manager
• ArcFM Editor XI • ArcFM Viewer with Redliner
• ArcFM Viewer • ArcFM Viewer with Inspector
• ArcFM Mobile • ArcFM Web
• Designer
• Designer XI
• ArcFM Geodatabase Manager
• Designer Express • Wavepoint
• Network Adapter
• Responder
• Conduit Manager
• Responder Adapters
Exhibit 3 – ELA Fees Schedule, shall be deleted and replaced with the following.
Licensee shall pay the following ELA Fees for the duration of this Amendment 4. Payment for
each year shall be due within 30 days of receipt of an invoice from Schneider Electric.
DocuSign Envelope ID: 2D9793DD-500D-4020-926D-56EBD160BE7D
Page 2
Internal
Year 1
December 1, 2022 –
November 30, 2023
Year 2
December 1, 2023 –
November 30, 2024
Total
Annual Fee
$47,500 $47,500
For a two year not to exceed amount of $95,000
This Amendment constitutes the entire agreement between the parties regarding the matters of
this Amendment and supersedes all prior and contemporaneous agreements and understandings
regarding the matters of this Amendment. In the event of a conflict between this Amendment and
the Agreement as it relates to the matters of this Amendment, the terms of this Amendment will
control. Otherwise, all terms and conditions of the Agreement not specifically amended as
provided herein shall remain unchanged and in full force and effect.
Accepted and Agreed:
City of Denton, Texas, a Texas
Municipal Corporation Schneider Electric Smart Grid
Solutions, LLC
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: __________________________________ Date: __________________________________
DocuSign Envelope ID: 2D9793DD-500D-4020-926D-56EBD160BE7D
7/18/2022
Global Operations Director
Drew Ditter
08/16/2022
City Manager
Sara Hensley
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year
and day first above written.
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
CITY OF DENTON, TEXAS
BY: _____________________________
SARA HENSLEY
CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND , CITY ATTORNEY
BY: _______________________________
DocuSign Envelope ID: 2D9793DD-500D-4020-926D-56EBD160BE7D
Electric
Antonio Puente
DME General Manager
Certificate Of Completion
Envelope Id: 2D9793DD500D4020926D56EBD160BE7D Status: Completed
Subject: Please DocuSign: City Council Contract 8048 Schneider Software Support Amendment
Source Envelope:
Document Pages: 4 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
7/13/2022 10:23:48 AM
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: 7/13/2022 11:06:30 AM
Viewed: 7/13/2022 11:06:42 AM
Signed: 7/13/2022 11:07:22 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tabitha Millsop
tabitha.millsop@cityofdenton.com
Assistant Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 7/13/2022 11:07:24 AM
Viewed: 7/13/2022 12:10:13 PM
Signed: 7/13/2022 12:10:21 PM
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: 7/13/2022 12:10:23 PM
Viewed: 7/15/2022 10:19:22 AM
Signed: 7/15/2022 10:20:02 AM
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: 7/15/2022 10:20:04 AM
Resent: 7/15/2022 12:16:04 PM
Resent: 7/15/2022 12:17:38 PM
Viewed: 7/18/2022 10:27:02 AM
Signed: 7/18/2022 11:10:12 AM
Electronic Record and Signature Disclosure:
Accepted: 7/18/2022 10:27:02 AM
ID: a9dcb3ec-a63e-4ab5-964f-32235116f571
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: 7/18/2022 11:10:14 AM
Viewed: 7/18/2022 2:32:34 PM
Signed: 7/18/2022 2:32:51 PM
Electronic Record and Signature Disclosure:
Accepted: 7/18/2022 2:32:34 PM
ID: de21b813-52bb-42f4-9136-99045670c2d9
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: 7/18/2022 2:32:55 PM
Viewed: 8/17/2022 8:22:06 AM
Signed: 8/17/2022 8:22:26 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: 8/17/2022 8:22:29 AM
Viewed: 8/17/2022 8:23:11 AM
Signed: 8/17/2022 8:23:22 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: 8/17/2022 8:23:24 AM
Viewed: 8/17/2022 1:41:24 PM
Signed: 8/17/2022 1:41:44 PM
Electronic Record and Signature Disclosure:
Accepted: 8/17/2022 1:41:24 PM
ID: 85013305-a946-4f6b-952b-315850bcd49e
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: 7/13/2022 11:07:24 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: 7/18/2022 2:32:54 PM
Viewed: 7/19/2022 10:32:38 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 8/17/2022 1:41:46 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mark Zimmerer
mark.zimmerer@cityofdenton.com
Electric Engineering Supervisor
Security Level: Email, Account Authentication
(None)
Sent: 8/17/2022 1:41:47 PM
Electronic Record and Signature Disclosure:
Accepted: 7/18/2022 1:28:41 PM
ID: 79c223f8-d900-4558-9eb9-21104dba1e4e
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/13/2022 11:06:30 AM
Certified Delivered Security Checked 8/17/2022 1:41:24 PM
Signing Complete Security Checked 8/17/2022 1:41:44 PM
Completed Security Checked 8/17/2022 1:41:47 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Drew Ditter, Antonio Puente, Rosa Rios, Mark Zimmerer
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