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8322 - Assignment of Contract Executed Procurement 215 E. McKinney St., Denton, TX 76201  (940) 349-7100 OUR CORE VALUES Inclusion • Collaboration • Quality Service • Strategic Focus • Fiscal Responsibility Assignment of Contract #8322 FOR VALUE RECEIVED, DNV GL Noble Denton USA, LLC (“Assignor”) hereby assigns and otherwise transfers to DNV USA Inc. (“Assignee”) all rights, title, and interest held by Assignor in and to the “Contract” described as follows (this “Assignment”): Contract approved February 21, 2024, by and between the City of Denton, DNV GL Noble Denton USA, LLC for the development and implementation of Data Extraction Solution and the Annual Maintenance and Support of Synergi Electric software for Denton Municipal Electric; said Contract being in the original not to exceed amount of $125,000.00. Assignor warrants and represents that said Contract is in full force and effect and is fully assignable. Assignor further warrants that it has the full right and authority to transfer said Contract and that Contract rights herein transferred are free of liens, encumbrances, and adverse claims. Said Contract has not been modified and remains on the terms and conditions originally contained therein. If said Contract has been modified, then all modifications to said Contract are attached hereto and made a part hereof. Assignor grants, bargains, sells, conveys, transfers, assigns, and delivers all of its rights, interests, obligations, and duties under the Contract to Assignee. Assignee fully assumes and agrees to perform all remaining covenants, duties, and obligations of Assignor under the Contract in strict accordance with the terms and conditions of the Contract and agrees to indemnify and hold Assignor harmless from any claim or demand resulting from non-performance by Assignee. Assignor agrees that Assignee shall be entitled to all monies remaining to be paid under the Contract, which rights are also assigned hereunder. The City of Denton’s obligations to make payment to Assignee shall only be effective following the date this Assignment becomes effective. In the event that a dispute arises between Assignor and Assignee as to the allocation or division of any payments payable or paid to Assignor of Assignee, such dispute shall be resolved strictly between Assignor and Assignee. This Assignment shall become effective as of the date the Consent to Assignment is executed by the City of Denton after this Assignment is executed by the Assignor and Assignee and shall be binding upon and inure to the benefit of the Assignor and Assignee, their heirs, administrators, successors and assigns. IN WITNESS WHEREOF the Assignor and Assignee execute and affix their respective approval and signature on this Assignment on the dates herein set forth. Dated: _________________ ___________________________ Assignor Dated: _________________ ___________________________ Assignee Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 9/26/2024 9/26/2024 Procurement 215 E. McKinney St., Denton, TX 76201  (940) 349-7100 OUR CORE VALUES Inclusion • Collaboration • Quality Service • Strategic Focus • Fiscal Responsibility Consent to Assignment of Contract In accordance with the provisions of the Contract, the City of Denton hereby consents to the Assignment of Contract affirming that no modification of the Contract is made or intended, except as noted hereinabove, and that Assignee is now and hereafter substituted for Assignor. The Assignee shall provide to the City of Denton the following documentation before the Assignment of Contract shall become effective: (1) a Conflict of Interest Questionnaire (2) a certificate of insurance which meets or exceeds the insurance requirements of the Contract. Attached: Contract #8322 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: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 9/26/2024 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7C Crystal Westbrook FILE Not Applicable 8322 DNV GL SYNERGI PRODUCT RENEWAL FEBRUARY 20, 2026 FEBRUARY 20, 2024 24-271 Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND DNV GL NOBLE DENTON USA, LLC (CONTRACT 8322) THIS CONTRACT is made and entered into this date ______________________, by and between DNV GL NOBLE DENTON USA, LLC a limited liability company, whose address is 1400 Ravello Rd, Katy, Texas 77449 hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or their duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide services in accordance with the DNV Proposal for Synergi Electric Model Build DNV doc No. 2302-527621 (“Services”) and City’s document FILE #8322- DNV GL Synergi Product Renewal (“Software SLA” subject to the terms and conditions contained in the Contractor Software Standard Licence Contract executed between the Parties) a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. Notwithstanding the foregoing “Services” expressly excludes classification, statutory, certification, and/or litigation support services and/or sale or licensing of software and/or databases. Upon completion of the Services Contractor shall issue any agreed report or other deliverable set out as part of the Contractor’s Proposal (a “Deliverable”). The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton Standard Terms and Conditions (Exhibit “B”); (c) Insurance Requirements (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit "D"); (e) Contractor’s Proposal (Exhibit "E"); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7C 2/21/2024 Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: ______________________ Title: _____________________________ __________________________________ PHONE NUMBER __________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _______________________________ SARA HENSLEY, CITY MANAGER ATTEST: JESUS SALAZAR, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7C 2024- John Akujobi john.akujobi@dnv.com Regional Sales Mgr, Americas Regional Sales Manager, Americas John.Akujobi@dnv.com DME General Manager Electric Antonio Puente, Jr. 2024-1116853 Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for Services shall not exceed $125,000.00. Pricing shall be per Exhibit E attached. 2. The Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be two (2) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 4. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Contractor must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 5. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below:  Delivery beyond contracted lead times (as set in Exhibit E, section 6 -Schedule) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 Exhibit B Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or Contractor herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Proposal, Exhibit E, in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. This Contract shall be effective as of the date the contract is signed by the City, and shall continue for two (2) years (“Term”). Unless otherwise agreed in writing, this Contract shall apply to any Purchase Order that is executed during the Term. 3. CONTRACTOR TO PACKAGE DELIVERABLES: Not applicable 4. SHIPMENT UNDER RESERVATION PROHIBITED: Not applicable 5. TITLE & RISK OF LOSS: Not applicable 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Not applicable 7. RIGHT OF INSPECTION AND REJECTION: Not applicable 8. NO REPLACEMENT OF DEFECTIVE TENDER: Not applicable 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the Services as required in order for the Contractor to perform the Services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s Service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The Contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Contractor shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial deliveries are authorized by the City, a separate invoice must be sent for each delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. Any charges not disputed by the City in good faith within thirty (30) days of the receipt of an invoice therefore will be deemed approved and accepted by the City. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iii. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or iv. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this Contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: Not applicable 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: Not applicable 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within thirty (30) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor.; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: Not applicable 21. WARRANTY – DELIVERABLES: Not applicable 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the Contractor’s Proposal, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be 90 days from the Acceptance Date (“Warranty Period”). If during the Warranty Period, one or more of the above warranties are breached, where such breach is caused by Contractor, the Contractor shall promptly upon written receipt of demand, perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall give the Contractor written notice, specifying, in reasonable detail, the defect in the services, of the breach of warranty as soon as the defect becomes apparent, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. This warranty is EXCLUSIVE AND, EXCEPT AS STATED HEREIN, CONTRACTOR MAKES NO EXPRESS OR IMPLIED WARRANTIES AS TO ANY MATTER WHATSOEVER, INCLUDING WIHTOUT LIMITATION, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE WHICH EXCEED THE FOREGOING WARRANTY. CITY’S SOLE REMEDY AND CONTRACTOR’S SOLE OBLIGATION ARISING OUT OF OR IN CONNECTION WITH DEFECTS IN THE SERVICES WHICH ARE BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL BE THOSE STATED IN THIS SECTION. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: Each Party shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice to the other Party; provided however, Contractor agrees they will not exercise this right while a project is ongoing. Upon receipt of a notice of termination by the City, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees arising out of, or related to, (1) damage to or DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 loss of the property of any person (including, but not limited to, the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees or such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease to any person (including but not limited to the agents, officers, and employees of the City, the Contractor, and the Contractor’s subcontractors, and third parties) B. THE CONTRACTOR SHALL DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, OR RESULTING FROM THE FAULT, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. CONTRACTOR'S INDEMNITY OBLIGATIONS UNDER THIS SECTION WILL NOT APPLY TO THE EXTENT THE INDEMNIFIED CLAIMS ARE CAUSED BY THE NEGLIGENT OR OTHER WRONGFUL ACTS OR OMISSIONS OF THE CITY OR ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best, or equivalent, ratings of A- or better. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. Not applicable. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. Contractor's proprietary information is excluded from disclosure under Sec. 552.1101 - EXCEPTION: CONFIDENTIALITY OF PROPRIETARY INFORMATION; provided, however, Contractor understands final determination of the applicability of this subchapter is subject to Attorney General review. “Material” – if applicable - means all components, parts, raw materials, supplies to be furnished by Contractor as set forth in this Contract or required to complete the Services. “Material” shall specifically exclude any software licensed to the City subject to the terms and conditions contained in the Contractor Software Standard Licence Contract executed between the Parties. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: Each party (“Recipient”) agrees to keep confidential any information it receives from the other Party (“Disclosing Party”) in the course of the Contract which, by denotation or reasonable circumstances, is considered confidential to the Disclosing Party. The Recipient shall treat such received information with reasonable care and diligence, not disseminating or disclosing it to third parties without the Disclosing Party’s prior written consent, provided however that each party may share such information with its officers, employees, affiliates, subsidiaries or subcontractors who are subject to confidentiality obligations reflecting the principles herein. The obligations set forth in this clause shall not apply to any information which: (i) was or becomes DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 known to the recipient from a third party without any confidentiality obligation; (ii) is or becomes generally available in the public domain through no act or failure to act on the part of the recipient; (iii) is required to be disclosed by any competent court, governmental agency, flag state administration, or other relevant public authority in accordance with applicable law, court order or other public regulation; or (iv) has demonstrably been developed by the recipient independently from this Contract. Contractor acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by Contractor to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. Contractor's proprietary information is excluded from disclosure under Sec. 552.1101 - EXCEPTION: CONFIDENTIALITY OF PROPRIETARY INFORMATION; provided, however, Contractor understands final determination of the applicability of this subchapter is subject to Attorney General review. “Material” – if applicable - means all components, parts, raw materials, supplies to be furnished by Contractor as set forth in this Contract or required to complete the Services. “Material” shall specifically exclude any software licensed to the City subject to the terms and conditions contained in the Contractor Software Standard Licence Contract executed between the Parties. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, title, and interests in and to any Deliverables prepared specifically for the City, except for software (including firmware) which is licensed to the City. The City shall not challenge the validity of any of the Contractor’s intellectual property, including without limitation any trademarks, service marks, trade dress, patents, copyrights, trade secrets or licenses. The City acknowledges that the Contractor’s intellectual property is the sole property of the Contractor. Under this Contract, the Contractor does not transfer any of the Contractor’s intellectual property rights (including without limitation rights to designs or other work product). The City shall not remove or alter any trademarks, service marks or trade dress that identify the Contractor, nor use any trademarks, service marks, trade dress or any other intellectual property that, in the sole discretion of the Contractor, is confusingly similar to those of the Contractor. Each Party shall remain the sole owner of any of its intellectual property and rights thereto existing prior to the date of this Contract including all improvements, modifications, or developments thereto (“Pre-Existing IPR”) and, except as explicitly set out in this Contract, nothing herein shall imply any transfer or grant of rights to any such intellectual property or rights thereto. Contractor shall have the right to use general know-how acquired in connection with the work. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or their designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City, such consent shall not be unreasonably withheld or delayed. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, City’s Purchase Order, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or their authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the Contractor. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Contractor must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Contractor shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Contractor shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Contractor is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Contractor shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Contractor or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Contractor’s omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: Not applicable 64. FORCE MAJEURE: The City of Denton, any Customer, and the Contractor shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Contractor will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Contractor continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Contractor shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Contractor shall retain all relevant, non-confidential financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Contractor shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Contractor shall grant access to relevant non-confidential books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order Supplier terms and conditions DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 Exhibit C INSURANCE REQUIREMENTS Contractor’s attention is directed to the insurance requirements below. It is highly recommended that contractors confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low contractor fails to comply strictly with the insurance requirements, that contractor may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:  Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating, or equivalent, of at least A‐ or better.  Liability policies shall be endorsed to provide the following: o Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. o That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 increase the insurer's limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers.  Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date.  Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.  Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: 1. PROFESSIONAL LIABILITY INSURANCE If CONTRACTOR is a licensed or certified person who renders professional services, then Professional Liability Insurance to provide coverage against any claim which the CONTRACTOR becomes legally obligated to pay as damages arising out of the performance of professional services caused by any negligent error, omission or act with minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual aggregate. 2. CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE Cyber/Technology Network Liability and Risk Insurance, inclusive of Information Security and Privacy (first and third party coverage) to provide coverage for any damage caused by a network risk, cyber act or breaches of data and privacy right, the rendering of, or the failure to properly perform professional services for, but not limited to, computer programming, management information systems, negligent system design, disclosure of confidential information, and copyright infringement with minimum limits with minimum limits of $1,000,000.00 per claim. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 NOTE: Professional Liability Insurance and Cyber/Technology Network Liability and Network Risk Insurance may be combined on one policy with a $2,000,000.00 limit. SUBCONTRACTING LIABILITY (1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2) CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Contract # 8322 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Proposal for Synergi Electric Model Build City of Denton DNV doc No: 2302-527621 Date of first issue: 4/3/2023 Date of this revision: 1/4/2024 DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7C EXHIBIT E Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Customer Details Customer Name: City of Denton Contact Person: DNV Company Details Nicholas Dusak DNV Legal Entity: DNV GL Noble Denton USA, LLC DNV Organization Unit: Digital Solutions DNV Address: 1400 Ravello Dr, Katy, Tx 77449 DNV Telephone: +1 346 213 4524 DNV doc. No. : About this document 2302-527621 Proposal Title: Synergi Electric Model Build Date of first issue: 4/3/2023 Date of this revision: 1/4/2024 Validity of proposal: 3 months from the date of issue DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Terms and Conditions: Confidentiality See Sections 8,9 This proposal contains information that is business sensitive to DNV. No part of the proposal or information received during the proposal process may be used, duplicated or disclosed for any other purpose. Any such use of DNV’s information is regarded as an infringement of DNV intellectual property rights. DNV acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by DNV to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by DNV to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Table of contents 1 INTRODUCTION ............................................................................................................................................... 1 2 SOLUTION OVERVIEW.................................................................................................................................... 1 2.1 Solution Architecture Overview 1 2.2 Automated Model Build 1 2.3 Validation and Clean-up 2 2.4 Settings Database 3 2.5 Warehouse Review 3 2.6 Meter Data Management System Data Import 3 DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 2.7 Inverter Rating Information 3 3 ASSUMPTIONS ................................................................................................................................................ 3 4 SCOPE OF SERVICES..................................................................................................................................... 5 4.1 Kick-off and Mobilization 6 4.2 Integration Design 7 4.3 Integration Development 8 4.4 Integration Deployment 12 5 ACCEPTANCE CRITERIA .............................................................................................................................. 16 6 SCHEDULE ..................................................................................................................................................... 17 7 COMMERCIAL CONSIDERATIONS ............................................................................................................... 17 8 FEES, INVOICING AND PAYMENT ............................................................................................................... 18 9 SOFTWARE SLA ............................................................................................................................................ 19 10 ACCEPTANCE ................................................................................................................................................ 20 DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 1 1 INTRODUCTION City of Denton has requested a proposal from DNV GL Noble Denton USA, LLC (“DNV”) to develop a GIS-to-Synergi Electric model build solution to replace their existing model build process. The solution will extract data from City of Denton’s ESRI GIS environment and build a Synergi Electric model sufficient to provide City of Denton with all their required analysis capabilities in Synergi Electric. It is understood that City of Denton is migrating their GIS from ESRI Geometric Network to ESRI Utility Network at present, and this migration is expected to be completed around Q3 or Q4 2023. The new solution will preserve all the analytical capabilities of City of Denton’s current model build, including the ability to execute the process on demand. DNV has built dozens of similar model build solutions for other Synergi Electric customers and is pleased to provide this scope of work document to City of Denton. The benefits of a Synergi model build solution for City of Denton include: • Utilizing all relevant data stored in the GIS provides the platform for detailed analysis models, taking advantage of all potential applications in Synergi Electric. • DNV’s model build best practices will eliminate any redundant data and manual model cleanup, allowing system planners to focus their attention on system design issues rather than data maintenance issues. • Ability to automate the process, and include Quality Control reports to aid in cleaning up data in GIS. DNV is uniquely qualified to assist City of Denton in achieving these benefits. DNV has been providing industry-leading network analysis tools to distribution utilities for over 40 years. Our experience with various GIS environments, combined with our vast experience in model development, will ensure a successful integration of City of Denton’s utility source data with Synergi distribution system analysis. 2 SOLUTION OVERVIEW This proposal presents DNV’s understanding of City of Denton’s needs and provides recommended procedures for Synergi model development. 2.1 Solution Architecture Overview The high-level architecture of the proposed solution is represented in the following diagram: DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page This proposal contains information that is business sensitive to DNV. No part of the proposal or information received during the proposal process may be used, duplicated, or disclosed for any other purpose. Any such use of DNV’s information is regarded as an infringement of DNV intellectual DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 1 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 1 Figure 2-1 Synergi model build solution architecture 1. DNV will provide BAT file(s) to activate the full model build activity, this can be run on the frequency needed by City of Denton to refresh the Synergi model and generate QAQC report files. 2.2 Automated Mod el Build DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 2 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 2 2. The DataPrep extraction code (Task #1 in the diagram above) exports the City of Denton subnetwork information from the Esri UN GIS system and writes the information into a set of Staging Tables in an open database format more suitable for standard SQL access. The export process is accomplished through a series of calls made to City of Denton’s published Esri UN web service using the Esri REST API. The export will include the substations up to and including the substation transformer, provided they are connected to the rest of the exported system, and the system boundaries can be distinguished by the DataPrep tool (e.g. by voltage ranges). 3. Once all the “clean” (non-dirty) subnetworks have been exported, a series of database tables/views are refreshed in the SQL Server database. A clean (or consistent) subnetwork is a subnetwork that has been successfully updated. All controllers in the Subnetworks table, the record in the SubnetLine feature class, subnetwork system diagrams, and various fields for modified network features have been updated and are in sync with changes made to the network topology. All controllers in the Subnetworks table for a clean subnetwork have their isDirty attribute set to False. 4. A Synergi solver application (Task #2 in the diagram above) will run and execute a Synergi recipe, created by DNV, to build the model using Synergi’s Model Forge script and cleanup scripts. In addition to the GIS data, external data may be applied to the model (i.e., settings table) to provide additional feature information not readily available in the GIS. 5. After the “forge” is complete the model will then be saved to SQL Server. 6. Lastly QAQC (Task #3 in the diagram above) will be performed on the Synergi model and/or QAQC views created by DNV in the staging database. The specific details of the QAQC have not been defined at the time, rather once the models are built and evaluated, City of Denton and DNV will collaborate to determine the types of reporting will be most helpful as feedback for the GIS. If required, the QAQC reports can be exported by the automation process to a set of .csv files for use by City of Denton. Providing these reports in any format other than database views or .csv files is not included in the scope of this proposal. 2.3 Validation and Clean-up Once the facility model has been created, Synergi Clean-up Scripts will be developed to set default values for missing parameters and to validate required parameters. Any existing Clean-up Scripts used by City of Denton with their current model build solution will be used as a starting point and will be reviewed for their relevance to the new model build solution (for example, some defaults that were previously set with the Clean-up Scripts may be set during development in the new solution). Any additional Clean-up actions required to facilitate use of Synergi Electric applications or to improve model quality will be added. Once the Clean-up scripts have been applied, the model should be sufficient for analysis in Synergi with Load Flow and Fault analysis (assuming there are no source data errors or phasing issues that cannot be corrected in the GIS). DNV will also develop Quality Assurance (QA) reports which will be refreshed every time the model is built and cleanup is run. These reports will identify the actions that were required to clean up the model due to missing or bad data in GIS. This information will include identifiers such that it can be passed to GIS administrators to address in the GIS. The number and type of QAQC reports will be agreed between DNV and City of Denton based on the type of data issues observed during the project. At most, there will be a QAQC report for each equipment type (typically sections, breakers, fuses, reclosers, regulators, capacitors, and transformers), as required. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 3 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 3 2.4 Settings Database DNV will carry out the initial creation and population of a Settings Database for the model build. This database will include any data required for the model build that is not included in the GIS. At present, it is understood that City of Denton require the ability to import feeder demand values during the model build so that engineers don’t have to carry out this process manually. A table will be provided in the database for this. It is also expected that transformer Load Tap Changer settings (Line Drop Compensation values) will be included in this database. Once the initial tables are populated by DNV using data provided by City of Denton, it will be City of Denton’s responsibility to maintain these tables. 2.5 Warehouse Review As part of the design process DNV will create a complete list of equipment types (e.g. switch, regulator, transformer, etc.) based on the current GIS data, required for the Synergi equipment warehouse database. DNV can take the existing City of Denton Synergi equipment warehouse and remove all unused types no longer required in the model build. However, it will be up to City of Denton to update the nameplate information in the warehouse with correct information for newly added types. 2.6 Meter Data Management System Data Import City of Denton currently has an import process for Meter Data Management System (MDMS) data to their Synergi model. This process requires the user to specify a date and hour for data to be read into Synergi using Python scripting to generate a Partial file. This process will either be updated to work with the Secondary model created as part of this scope of work, OR it will be changed to use Synergi’s AMI import tools which also allow the user to import data from a specific time stamp. The option (update current process or change to the AMI process) will be agreed at the start of the Design phase. 2.7 Inverter Rating Information DNV understands that inverter rating information will be included in the GIS. This information (inverter kVA size) will be imported to the Synergi model. If there is some indication of inverter type that should be included in the Synergi model, this can be imported also. Inverter models in Synergi are simple and only include voltage and frequency trip settings, volt/var curves, volt/watt curves and ramp rates. These settings are often common to all inverters on the utility’s distribution system, so it is unlikely that all inverter models will need to be imported, but this can be facilitated if City of Denton is comfortable with maintaining these entries in the Synergi warehouse database. 3 ASSUMPTIONS The following assumptions apply to this submitted scope of work: 1. While DNV understands that some source data anomalies may exist, DNV assumes the GIS to be topologically correct with accurate and consistent network connectivity, phasing, and completeness. If changes are required, they are to be focused on the pilot feeder set only and are assumed to take no more than 2 weeks to apply. Any delays of more than 2 weeks to address data deficiencies are subject to change order negotiation. 2. DNV will not be performing any tracing routines in the Esri UN but rather use the geoprocessing tool “ExportSubNetwork” via the Esri REST API to export the connectivity, by subnetwork, to the staging tables one at a time using ArcGIS Enterprise 10.8.1 or later. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 4 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 4 3. DNV will only be processing “clean” (non-dirty) subnetworks. A clean (or consistent) subnetwork is a subnetwork that has been successfully updated. All controllers in the Subnetworks table, the record in the SubnetLine feature class, subnetwork system diagrams, and various fields for modified network features have been updated and are in sync with changes made to the network topology. All controllers in the Subnetworks table for a clean subnetwork have their isDirty attribute set to False. 4. DNV will only be processing “medium voltage” conductors and all connected or associated devices. To include any details from the “low voltage” side must have an explicit relationship or logical connection to a device in “medium voltage”. 5. DNV assumes all required features making up the Substations (i.e., found on the low side of the power transformers) for the Synergi model are connected to a medium voltage line. 6. All required GIS data will be accessible through the Esri REST API. 7. City of Denton will be responsible for publishing an Esri utility network service that can be consumed by outside systems (i.e. DataPrep). 8. It is DNV’s understanding that only “clean” Subnetworks can be exported from the UN and therefore, any subnetwork that is not “clean” (i.e. is dirty) will not appear in the resulting Synergi model nor any conductors or devices that have an unknown subnetworkname. 9. DNV will collapse containers, where appropriate, down to a single instance in the Synergi model (i.e. Transformer Bank Assemblies containing three Transformer units will be represented as a single three-phase transformer in the Synergi model). 10. DNV assumes that Dev, Test, and Prod environments will be available for the project efforts. 11. City of Denton will provide remote access for the DNV team, appropriate logins for required corporate systems, and all required licensing for City of Denton systems including Esri UN GIS. Remote access provided by City of Denton must be reliable – excessive disconnect / reconnect (more frequent than once per hour) cause delays and additional time to complete tasks. If these are not resolved within one week of reporting them to City of Denton then the project will either be placed on hold or a Change Order will be required for the additional time. 12. Virtual machines provided by City of Denton will be for DNV’s sole use for the duration of the project. Any files placed on these machines by DNV for the model build work will remain there as long as required by DNV without need for regular copying to alternate locations. 13. The DNV team will work remotely in a development environment. 14. Any system changes that affect the development effort for this project may impact the scope and/or schedule, and therefore cost. 15. City of Denton will be responsible for final acceptance testing. Acceptance criteria will be mutually agreed upon by all parties in advance of final acceptance testing. 16. City of Denton’s acceptance testing will be completed within 3 weeks of delivery by DNV of all scripts and documentation required. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 5 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 5 17. A pilot area containing a representative subset of data with no more than 25 feeders will be selected and used for all testing. Once the software functions correctly in the pilot area, the testing will be considered complete. 18. Comparison between old and new Synergi models will not be included in acceptance criteria for this project as it cannot be guaranteed that new GIS data will be completely consistent with previous source data. 19. City of Denton will provide both business and technical personnel necessary to support this project. 20. DNV will create a draft functional specification document that reflects the current Synergi model structure based on where the data has been imported into the Esri UN data model. 21. QAQC reports will be created from one (or all) of three data sources: a. The built Synergi model (the model must be saved in a SQL Server database for this to be available); b. Synergi Check Data and Topology reports; c. Views in the Synergi Staging database querying source data to identify missing or incorrect data. 22. QAQC reports will be provided as views in the database, and can be exported to .csv files, if required by City of Denton, as part of the automation process. No other formats are included. 23. City of Denton IT will provide the following databases, giving DNV sufficient privileges to create tables, fields, procedures, indices, synonyms, etc. Note: Though a single database (schema) is typically created to hold all the following data, it is not a requirement a. SQL Server Database into which DataPrep extraction data will be pushed (i.e. staging tables/views) b. Database holding settings tables (may be Access) c. Database holding Synergi model (may be SQL Server or Access) 4 SCOPE OF SERVICES The following high-level tasks outline DNV’s approach to developing the model build solution: • Mobilization Project Kick-off Meeting; • Integration Design; • Integration Development: o DataPrep Development; o Solver application Development; o Automation BAT file Development; o Settings Database Configuration; o Synergi Recipe, Model Forge and cleanup script Development; o QAQC report Development; o Factory Acceptance Test (FAT). DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 6 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 6 • Integration Deployment: o Solution Installation; o User Acceptance Test (UAT) Training; o UAT Support. A more detailed Work Breakdown Structure of each of these tasks follows. 4.1 Kick-off and Mobilization At project initiation, a kick-off meeting will be arranged to review the scope, deliverables, schedule, and data requirements of the project. Any cyber security processes or confidentiality requirements will also be communicated and initiated as necessary. Kick-off and Mobilization Description: This task will represent the initiation of the project and includes the following: 1. Kick-off meeting conducted by DNV using web conferencing tools involving key stakeholders from DNV and City of Denton. 2. Communication and initiation (where necessary) of any cyber security or data security processes and requirements. 3. Arrangement of regular status meetings (at a frequency of no more than once every two weeks). DNV Responsibilities: 1. Host and conduct the kick-off meeting where the scope, deliverables, schedule, and data requirements will be reviewed. 2. Understand, follow, and comply with City of Denton’s cyber security and data security requirements, as necessary. 3. Arrange regular status meetings. City of Denton Responsibilities: 1. Provide key stakeholders for kick-off meeting who will be involved in the project, likely including project management, engineering and GIS//IT representatives. 2. Communicate any cyber security and data security requirements to DNV and initiate any approval processes where necessary. Deliverables: 1. Kick-off meeting materials (e.g., PowerPoint slides). DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 7 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 7 Assumptions: 1. Kick-off meeting will be conducted via web conferencing tools. 2. Status meetings will be no more frequent than once every 2 weeks. 4.2 Integration Design Integration design will include development of the detailed source data mapping, integration design, business processes, and integration assumptions necessary for a successful integration solution. Integration Design Description: The design activities focus on two fundamental areas: 1. Functional requirements of the build solution; 2. Data source mapping, which entails mapping all section and device elements of Synergi to their corresponding representation in the GIS. This includes a complete mapping of every asset and every attribute to be a part of the new Synergi models. Where special translation rules and/or assumptions are applicable, they will be noted in the Design specification. DNV will initially perform a review of the GIS and construct a draft version of the design document. The draft design will then be reviewed, confirmed, and enhanced through a series of DNV-led web/online meetings/conferences. The result will be a complete Functional Design Specification (FDS) that will serve as the ultimate reference for the data translation and model creation. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 8 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 8 DNV Responsibilities: 1. Development of draft and final FDS; 2. Schedule and lead web review sessions. City of Denton Responsibilities: 1. Review draft FDS; 2. Participate in web review sessions (Synergi end user and Esri UN GIS representatives required during review session); 3. Final review and signoff of FDS; 4. Provision of Esri UN GIS for review. 5. Provision of non-GIS data City of Denton intends to pull into the Synergi models during the model build process DNV Deliveries: 1. Functional Design Specification (to include detailed source-Synergi data mapping). Assumptions: 1. City of Denton will identify a pilot set of circuits and substations to serve as the official test items for the formal UAT tests to be conducted later in the project. DNV recommends a manageable number of representative circuits, typically not to exceed 25 feeders. DNV is open to discussion and mutual agreement to a final number which can be examined and agreed prior to DNV beginning development and testing. 2. The Design Phase cannot start until DNV has access to all the required data. This will be clarified at the kickoff meeting, but will include remote access to the Utility Network data, a “staging” database area created, access to view the Utility Network data in ArcGIS, and a copy of City of Denton’s current Synergi Electric model and warehouse. 4.3 Integration Development Integration development will include development of the automated model build solution, development of processes for feeder demand data import, development of QAQC reporting, and Unit Testing services. Integration Development – Automated Model Build Development Description: This activity represents 5 primary efforts: 1. Prepare the GIS DataPrep export program. 2. Development of the Staging Table views, functions, procedures and Model Forge scripts that construct the Synergi master model. 3. Development of Synergi Cleanup scripts that provide final model supplementation (e.g. default value settings) 4. Development of the Synergi Solver application to build and save the model. 5. Development of the Automation BAT files. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 9 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 9 DNV Responsibilities: 1. Prepare the GIS DataPrep export program 2. Development of the Staging Table views and Model Forge scripts that construct the Synergi master model along with the Synergi cleanup scripts 3. Prepare the Synergi Solver application 4. Prepare the Automated BAT files 1. City of Denton Responsibilities: DNV Deliveries: 1. GIS DataPrep extraction program specific for data export to Staging Tables. 2. Synergi Solver application 3. SQL script to create the Staging Tables, database views, functions, and procedures. 4. Synergi Scripts including Recipes, Model Forge script(s), model cleanup 5. BAT files for automation City of Denton Deliverables: 1. Timely response to any questions pertaining to DNV development activities which may warrant inspection of source data suspected of being responsible for the anomaly. 2. Updating the Synergi Warehouse to include all necessary equipment information for the Synergi model. 6. List of missing equipment from Synergi equipment warehouse Assumptions: 1. The DNV team will work remotely in a development or test environment. 2. Please see list of assumptions in earlier section. Integration Development – QAQC Reports Description: DNV will develop and deliver to City of Denton a set of QAQC reports which will reside in the model build database. These will identify locations where data from the GIS was required to be fixed either during the model build process or using the Model Cleanup script. Suitable identifiers will be used to allow the GIS administrators to locate the feature to be reviewed, and the nature of the issue will also be clearly specified. DNV will provide the reports in database tables, it will be City of Denton’s responsibility to determine how they are disseminated to the relevant personnel (e.g. exports to .csv files). DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 10 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 10 DNV Responsibilities: 1. Develop list of QAQC reports required based on data issues found during model build design and development. 2. Develop appropriate QAQC reports with suitable identifiers and issue descriptions to be used by GIS administrators. 3. Develop scripting to create the QAQC reports in the model build database and export to .csv files (if required). City of Denton Responsibilities: 1. Review list of data issues identified by DNV and provide input on identifiers and descriptions to be provided in reports. Deliverables: 1. Scripting for QAQC reports 2. Instructions for use of QAQC reports (this will be included in the User Guide) Assumptions: 1. Data issues to be included in the QAQC reports will be based on issues identified in pilot feeder set. 2. No more than one report for each device type (sections, breakers, capacitors, regulators, reclosers, switches, generators) will be created. 3. Identifiers will be agreed with City of Denton during the design and development process. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 11 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 11 4. QAQC reports will be produced in database views in a SQL Server database, and can be exported to .csv files if required. No other formats are included. Integration Development – MDMS Data Import Description: City of Denton currently has a process to import MDMS data to their model. This process is run by the planning engineer prior to running analysis (i.e. importing the data to the model is not part of the automated model build process). DNV will ensure this feature is maintained by one of two approaches (to be determined and agreed at the start of the Integration Design Phase): 1. Update the current process (which uses a Python script and database views to populate tables and create a Partial file which is then loaded by the user) to work with the new Secondary model which will be created through this scope of work. OR 2. Convert the current process to use Synergi’s AMI import tools – this will allow the user to pick a date and time from the available data and import those meter readings to Synergi. NOTE: DNV estimates a similar amount of effort associated with these two options, so there will be no impact on the fee due to the option selected above. DNV Responsibilities: 1. Make updates to scripting and/or views to facilitate import of MDMS data to the Synergi model by the user. 2. Develop user guide for revised process. City of Denton Responsibilities: 1. Provide MDMS data snapshot as required for current MDMS data import process, with any changes necessitated by the revised process. Deliverables: 1. Scripting for revised process. 2. User Guide section describing how the revised process should be implemented by the user. Assumptions: 1. The import of MDMS data will not be part of the model build automation – it will still be imported by the user prior to running analysis. This is necessary as the user must specify a date and time for data to be imported. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 12 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 12 2. The process will use similar data to that which is currently used for the MDMS import process – the import tools provided by DNV will not interface directly with City of Denton’s MDMS, only with the data extracted to a table in the model build database by City of Denton. Integration Development – Unit Test Description: DNV will provide integration Unit Testing which ensures all components of the integration solution are functioning properly in the DNV development environment and that all data are being transferred correctly from the source data into the Synergi model, as defined in the design specification. Unit Testing will be limited to the set of 25 pilot feeders. DNV Responsibilities: 1. Test the model build solution includes: a. Verifying that the model build can be executed from start to finish using a series of BAT files to export the data from the GIS and build and save a Synergi model. b. Verifying DataPrep extraction on all clean subnetworks c. Verifying Staging Tables are populated d. Verifying Views and Model Forge Scripts correctly populate the GIS and external settings information into the master Synergi model. e. Verifying that the Synergi Solver application can execute one or more recipes, forge and cleanup scripts to build and save the Synergi Model. f. Verifying a pilot sampling of circuits can be loaded into Synergi and successfully execute Load Allocation, Load Flow and Fault analyses 2. Preparing a final testing report and reviewing all City of Denton Responsibilities: 1. None. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 13 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 13 test findings with City of Denton project team 3. Prepare for UAT deployment by updating appropriate documentation and installation packaging Deliverables: 1. Unit Test report and results. 2. An updated set of Synergi models (pilot set only) containing the integrated source information. City of Denton Deliverables: 1. Identification of a pilot set of feeders. 2. Corrections to City of Denton data, if required Assumptions: 1. Participation by City of Denton during Unit Testing is not required. 2. Verification of load models to actual field conditions will not be performed as part of this project (with the exception that feeder demand data is consistent between model and source data). 4.4 Integration Deployment Integration Deployment encompasses those tasks which ensure all components of the integration solution are functioning properly in the target City of Denton environment and that all GIS information is mapped correctly into the target Synergi facility models. These efforts are made up of the following tasks: • Solution Installation, • Tester Training, and • User Acceptance Testing (UAT), limited to the set of 25 pilot feeders. Integration Deployment – Solution Installation Description: Following completion of the Unit Test, DNV will deliver Solution Installation documentation. DNV will confirm (via web conferencing tools and/or remote access) that all the functional components of the integration are installed and functioning correctly in the City of Denton test environment. DNV Responsibilities: 1. Provision of all solution components. 2. Via web conferencing with City of Denton staff or remote access (VPN, Remote Desktop Connection, etc.) ensure that all solution components are installed and functioning properly. City of Denton Responsibilities: 1. Provision of the deployment environment (i.e. a test environment on which the solution components can be installed and tested). 2. Assist engineering and IS/IT resources to support the installation of all software components necessary for running DataPrep. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 14 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 14 3. Provision of remote access to the City of Denton test environment if possible and required, or screenshare with DNV using web conferencing tools. Deliverables: 1. User and Installation manuals; a. Includes detailed installation tasks for each deliverable b. Includes trouble-shooting guidance for DataPrep and Synergi. 2. Updated copies of solution components, if necessary due to test findings and remediation. City of Denton Deliverables: See responsibilities above. Assumptions: 1. UAT will be based on a set of pilot circuits not to exceed 25 feeders without agreement from DNV; 2. User training must have been completed for all City of Denton staff involved with UAT. 3. City of Denton will be responsible for final acceptance testing. Acceptance criteria will be mutually agreed by all parties in advance of final acceptance testing. 4. Comparison between old and new Synergi models will not be included in acceptance criteria for this project as it cannot be guaranteed that new GIS data will be completely consistent with previous source data. Integration Deployment – User Acceptance Test (UAT) Training Description: To ensure that City of Denton testing staff understands the tasks necessary to test the solution, DNV will provide remote UAT training to City of Denton testing staff. DNV Responsibilities: City of Denton Responsibilities: 1. Conduct up to 2 hours of remote UAT tester training 1. Assign engineering resources to participate in UAT for the integration solution. training. 2. Develop UAT testing documentation. This could be based on DNV’s Unit Test document. Deliverables: 1. UAT training documentation. Note that this is anticipated to be the Unit Test testing document. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 15 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 15 Assumptions: 1. Assigned engineering resources for UAT training will be the same resources assigned to project UAT testing. 2. City of Denton’s testers will already be familiar with Synergi Electric – DNV will not be providing training in basic Synergi Electric use, only in the testing processes required for this project. Integration Deployment – User Acceptance Test (UAT) Support Description: Following UAT tester training, DNV will provide remote support to City of Denton during the UAT testing process. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 16 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 16 DNV Responsibilities: 1. Provide sample UAT template for reference. 2. Provide remote UAT testing support for the duration of the UAT testing phase. 3. Remediate test failures. City of Denton Responsibilities: 1. Provide project management resource for management of UAT processes. 2. Develop UAT documentation. 3. Provide qualified acceptance testing resources for UAT of model build project solutions. 4. City of Denton will perform all solution testing in a City of Denton test environment using approved set of test circuits (25 feeders maximum). 5. City of Denton will own the development of their own acceptance test and DNV encourages City of Denton to use the Unit Tests and sample UAT template as a guide for their own testing. Deliverables: 1. Corrected solution components, if applicable. Assumptions: 1. UAT by City of Denton will be limited to a duration of 3 consecutive weeks. 2. UAT support will be performed remotely via phone and/or web conferencing. 5 ACCEPTANCE CRITERIA Acceptance testing efforts exist to confirm that components of the new system are functioning correctly and meeting the requirements as defined within this scope of work document and the Functional Design Specification Document produced during the design phase of the project. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 17 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 17 Acceptance testing data will be agreed upon by both City of Denton and DNV. The set of acceptance data should include both circuits and a variety of equipment types, voltage class, and customer load types. City of Denton’s acceptance of the delivered solution will be based on the application’s performance on this test data set as outlined in this section of the proposal. Any issues identified which are part of the Synergi Electric base product functionality will be handled under the standard Synergi Electric maintenance and support agreement, escalated as necessary through the DNV project manager depending on severity of issue. However, product errors are not a part of final acceptance of model build activities. Any questions, concerns or problems found during testing will be logged, discussed, and resolved by the lead engineers for this effort. Logged issues requiring software changes will be grouped together and addressed together for a new version delivered at a scheduled date. This will normally be after the client has completed an initial run through of the full set of acceptance tests. Once the new version has been delivered, the user acceptance tests will be repeated. Final project acceptance will be recognized when: - All test failures are resolved either through corrective action or a mutually agreed upon work-around. - The status of all outstanding issues has been agreed upon. This will include agreeing whether issues can be regarded as closed or as enhancements to be addressed outside of this proposal. While City of Denton is responsible for the creation of the overall testing plan and specific acceptance testing scripts, DNV pricing assumes the following categorical areas of testing: Function Acceptance Criteria System Testing • All functional components of solution installed • All functional components of the solution can be executed and build a Synergi model • Planning tester(s) can access, select, and load feeders from the Synergi model Model Translation Correctness • • Circuit counts are accurate between the GIS and Synergi Electric Device counts in Synergi Electric circuits are equal to the same in GIS • Sampling of attribute comparisons on devices and sections in GIS and Synergi Electric are the same Model Analysis Readiness • • The pilot circuits can be navigated within Synergi Electric. Basic Load Allocation, Load Flow and Fault Analysis execute against the pilot feeders During User Acceptance Testing, City of Denton will validate that the delivered solution meets specified requirements. The following assumptions are made relevant to the acceptance criteria: DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 18 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 18 - DNV will work closely with City of Denton throughout the project to help City of Denton understand the data requirements for a convergent model. However, City of Denton will need to closely review the newly generated Synergi Electric models for connectivity errors, missing data, etc. that could adversely impact the accuracy of the analysis results. - Verification of models to actual field conditions will not be performed as part of this project. - Comparison between old and new Synergi models will not be included in acceptance criteria for this project as it cannot be guaranteed that new GIS data will be completely consistent with previous source data. 6 SCHEDULE DNV anticipates an approximate 6-month Synergi model build implementation schedule. Refer to the schedule in Figure 2 for more details. The final project schedule will be agreed upon following the kick-off meeting. DNV will be prepared to start project work within two weeks of contract signature. Figure 1: Anticipated schedule The schedule above is based on assumed start date of February 12th 2024 which would result in completion of the project by July 30th 2024. A later start date will result in a commensurate extension of the project completion date. 7 COMMERCIAL CONSIDERATIONS The scope of the work described in this proposal will be governed exclusively by an unencumbered, stand-alone, Work Order # 2302-527621 which is under Master Services Agreement between City of Denton and DNV that was signed by both parties 5/27/2017. Should City of Denton and DNV negotiate terms and conditions above those in the MSA that increase DNV commercial risk, then DNV reserves the right to adjust its price accordingly. 8 FEES, INVOICING AND PAYMENT DNV agrees to perform the implementation services described in the proposal on a Fixed Fee basis, for a total fee of $125,000 DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Page 19 DNV – Doc. No. 2302-527621, Date of issue: 1/4/2024 – www.dnv.com Page 19 (USD). It is DNV’s understanding that this project will begin execution and complete in 2024. DNV reserves the right to revise the above implementation fees if this project implementation does not begin by end of July 2024. The project is expected to be completed by end of December 2024. If any delays outside DNV’s control cause the project to extend beyond that date, a change order may be required to account for costs associated with the delay (such as de-mobilization/re-mobilization costs). Services will be invoiced based on the milestone fee structure listed below. If for any reason the project should encounter delays which alter the anticipated completion of any one payment milestone, DNV reserves the right to invoice on a milestone % complete basis. DNV accepts only ACH/wire payment methods. All invoices and payments will be in U.S Dollars. All fees listed do not include taxes. GST, HST and other applicable taxes will be charged separately. Table 1: Fees Description Fee (USD) Payment Milestone 1: Project Initiation $17,500 Payment Milestone 2: Design Complete $30,000 Payment Milestone 3: Demonstration of Pilot Feeder Model $30,000 Payment Milestone 4: Development Complete – Pilot Model Delivered $35,000 Payment Milestone 5: Solution Accepted $12,500 TOTAL $125,000 DNV records indicate that City of Denton has a license for the Synergi MiddleLink software module, which is required for the proposed solution. All expenses (travel, travel-related, including any costs related to processing of required work permits, background checks, drug tests, project specific virtual machine set-ups, visas, testing, training, all other costs associated with onsite visits etc.) incurred in delivery of this project will be an additional cost to City of Denton and billed separately at cost+10%. All charges will be invoiced at the end of the month in which the work is performed. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. Any charges not disputed by the City in good faith within thirty (30) days of the receipt of an invoice therefore will be deemed approved and accepted by the City. Additional Note: It is anticipated that there will be travel restrictions during the period of this project execution. Should the COVID-19 or a similar situation continue to limit travel after the contract/PO signing formalities are completed, activities in this scope that are related to onsite visits will be executed using agreed virtual/remote/online technologies and methods. No travel is anticipated as part of this project. Should travel be required as part of the project execution, the risk associated with the travel will need to be evaluated by both DNV and City of Denton per the local and country restrictions (and advise from the respective health authorities) before a trip is confirmed. DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton Ethics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7C DNV GL NOBLE DENTON USA, LLC EXHIBIT F X X X X 1/25/2024 Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 94EC5AFD-5AB7-4AD2-B444-1BFE466FDC7CDocusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Certificate Of Completion Envelope Id: 94EC5AFD5AB74AD2B4441BFE466FDC7C Status: Completed Subject: Please DocuSign: City Council Contract 8322 DNV GL Synergi Product Renewal Source Envelope: Document Pages: 54 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 1/25/2024 9:51:41 AM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 1/25/2024 9:54:05 AM Viewed: 1/25/2024 9:54:17 AM Signed: 1/25/2024 9:56:27 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 1/25/2024 9:56:29 AM Viewed: 1/25/2024 11:45:52 AM Signed: 1/25/2024 11:46:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deptuy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 1/25/2024 11:46:31 AM Viewed: 1/25/2024 2:39:17 PM Signed: 1/25/2024 2:45:28 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign John Akujobi John.Akujobi@dnv.com Regional Sales Mgr, Americas DNV GL Noble Denton USA,LLC. Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 73.230.27.10 Sent: 1/25/2024 2:45:32 PM Viewed: 1/25/2024 4:25:27 PM Signed: 1/25/2024 4:48:05 PM Electronic Record and Signature Disclosure: Accepted: 1/25/2024 4:25:27 PM ID: a2557dbf-2abd-49b5-b6c7-79c88327c59e Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Signer Events Signature Timestamp Antonio Puente, Jr. antonio.puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 1/25/2024 4:48:09 PM Viewed: 1/25/2024 4:50:16 PM Signed: 1/25/2024 4:50:34 PM Electronic Record and Signature Disclosure: Accepted: 1/25/2024 4:50:16 PM ID: bf800c92-0fee-4e98-b514-0aaa95e585b2 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: 1/25/2024 4:50:37 PM Viewed: 2/21/2024 8:31:43 AM Signed: 2/21/2024 8:32:27 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Sent: 2/21/2024 8:32:30 AM Viewed: 2/21/2024 9:19:18 AM Signed: 2/21/2024 9:19:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 2/21/2024 9:19:31 AM Viewed: 2/21/2024 11:31:55 AM Signed: 2/21/2024 11:32:57 AM Electronic Record and Signature Disclosure: Accepted: 2/21/2024 11:31:55 AM ID: a07c7c9b-75c8-4a71-b8e6-a9d895718996 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: 1/25/2024 9:56:29 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 1/25/2024 4:50:36 PM Viewed: 1/29/2024 8:23:02 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 2/21/2024 11:33:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Nicholas Dusak nicholas.dusak@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 2/21/2024 11:33:01 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/25/2024 9:54:05 AM Envelope Updated Security Checked 1/30/2024 3:15:31 PM Certified Delivered Security Checked 2/21/2024 11:31:55 AM Signing Complete Security Checked 2/21/2024 11:32:57 AM Completed Security Checked 2/21/2024 11:33:01 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: John Akujobi, Antonio Puente, Jr., Jesus Salazar Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 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 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 X X 9/26/2024 DNV USA, Inc. N/A X N/A X CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 Docusign Envelope ID: 83C0E7DD-25F6-4BBC-8CCF-F408BE866CC7 Certificate Of Completion Envelope Id: 83C0E7DD25F64BBC8CCFF408BE866CC7 Status: Completed Subject: Please DocuSign: 8322 - Assignment of Contract Source Envelope: Document Pages: 64 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Cheyenne Defee AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cheyenne.defee@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 9/26/2024 9:13:12 AM Holder: Cheyenne Defee cheyenne.defee@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp John Schaffer john.schaffer@dnv.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 66.110.46.66 Sent: 9/26/2024 9:17:28 AM Viewed: 9/26/2024 9:27:06 AM Signed: 9/26/2024 12:55:37 PM Electronic Record and Signature Disclosure: Accepted: 9/26/2024 9:27:06 AM ID: da5a9c73-8938-41a5-9bd2-595e30f4992b John Schaffer john.schaffer@dnv.com DNV USA, Inc. Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 66.110.46.66 Sent: 9/26/2024 12:55:39 PM Viewed: 9/26/2024 12:56:16 PM Signed: 9/26/2024 1:04:31 PM Electronic Record and Signature Disclosure: Accepted: 9/26/2024 12:56:16 PM ID: 8ebe153b-bbb7-4710-a962-d7bec36c251f Lori Hewell Lori.Hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/26/2024 1:04:34 PM Viewed: 9/26/2024 1:16:28 PM Signed: 9/26/2024 1:16:53 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 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: 9/26/2024 1:16:55 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign John Schaffer john.schaffer@dnv.com DNV USA, Inc. Security Level: Email, Account Authentication (None) Sent: 9/26/2024 1:16:56 PM Electronic Record and Signature Disclosure: Accepted: 9/26/2024 12:56:16 PM ID: 8ebe153b-bbb7-4710-a962-d7bec36c251f Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/26/2024 9:17:28 AM Certified Delivered Security Checked 9/26/2024 1:16:28 PM Signing Complete Security Checked 9/26/2024 1:16:53 PM Completed Security Checked 9/26/2024 1:16:56 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: John Schaffer, John Schaffer, John Schaffer How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.