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8322 - Extended Support Agreement Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: E238D335-6138-4DC4-A8C7-455C4D7C5B44 Christa Christian 8322 - Amendment 1 - Extended Support Services Agreement 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DNV USA Inc. 8322 THIS FIRST AMENDMENT TO CONTRACT 8322 (this “Amendment”) by and between the City of Denton, Texas (“City”) and DNV USA Inc. (“Contractor”) to that certain contract executed on February 19, 2024, in the original not-to-exceed amount of $125,000.00 (the “Agreement”); for services related to the development and implementation of Data Extraction Solution and the Annual Maintenance and Support of Synergi Electric software for Denton Municipal Electric WHEREAS, the City deems it necessary to further expand the services provided by Contractor to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount $6,260.00 with this First Amendment for an aggregate not-to-exceed amount of $131,260.00; and WHEREAS, this amendment incorporates any previously executed documents between the parties including but not limited to pricing adjustments. WHEREAS, the City deems it necessary to further expand the goods/services provided by Contractor to the City; and WHEREAS, the original not-to-exceed amount may not be increased by more than 25.0% as provided in Texas Local Government Code Sec. 252.048; and NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The additional services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for professional services related to the DNV GL Synergi Product Renewal, are hereby authorized to be performed by Consultant. For and in consideration of the additional services to be performed by Consultant, the City agrees to pay, based on the cost estimate detail attached as Exhibit “A”, a total fee, including reimbursement for non-labor expenses an amount not to exceed $6,260. 2. This Amendment modifies the Agreement amount to provide an additional $6,260.00 for additional services to be provided in accordance with the terms of the Agreement with a revised aggregate not-to-exceed total of $131,260.00. Docusign Envelope ID: E238D335-6138-4DC4-A8C7-455C4D7C5B44 2 The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Contractor, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT APPROVED AS TO FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ “CONTRACTOR” DNV USA Inc. By: _____________________________ AUTHORIZED SIGNATURE, TITLE “BUYER” CITY OF DENTON By: _____________________________ CHRISTA CHRISTIAN, CPPB PURCHASING SUPERVISOR Docusign Envelope ID: E238D335-6138-4DC4-A8C7-455C4D7C5B44 Antonio Puente, Jr. DME General Manager Electric 09/03/2025 Mr Sam Mall DNV USA, Inc. Denton Municipal Electric 1400 Ravello Dr, 601 East Hickory Street, Katy, TX 77449 Denton, TX 76205 Tel: +1 346 213 4524 andy.schlegel@dnv.com Date: 8-25-2025 Our reference: 00410108 Mr Mall, DNV USA Inc. (“DNV”) respectfully submits this Extended Support Services Agreement (“Agreement”) to Denton Municipal Electric (“DME”) for the provision of services in conjunction with the Software License Agreement and City Contract Number 8322 (“SLA”) already in effect with DME for the DNV software product Synergi Electric. The terms and conditions of the SLA will continue to apply to the products and services provided by DNV, and the terms of this Agreement will additionally apply to the Extended Support Services provided hereunder. If any terms in this Agreement conflict with terms in the SLA, the terms of this Agreement will take precedence with respect to the Scope of Services described below. Accordingly, the scope, communication guidelines, terms, conditions, and fee rates of the services to be provided under this Agreement are intended to be included herein. SCOPE OF WORK DME has an existing model build process which is set up to build Synergi Electric models from the DME Geographic Information System (GIS). After building models, DME runs an additional Python script which extracts data from their Meter Data Management System (MDMS) and processes it for import to their Synergi Electric model. Due to some changes in where the MDMS data is stored, DME has requested DNV’s support to update this Python script and update associated databases with required tables, views, functions and/or procedures as required. Once the updates are made, DME also has concerns about the time required for building Synergi Electric models. Recent attempts at these changes resulted in the model build process time increasing from around 1 hour to 6 hours. DNV’s scope of work will include the following: - Test the current model build process and record time required to build models from start to finish; - Review MDMS Python scripting and data locations to identify databases to be updated; - Identify updates required to databases; - Add required tables to database with no new data (only blank schema at this point); - Re-test Synergi model build, record any increases in time required – if time increases significantly, this will be discussed with DME before proceeding further; - Add data to new tables and re-test Synergi model build, discuss any significant increases in time required with DME before proceeding further; - Update Python script to work with new MDMS data source; - Final test of model build and MDMS import process to ensure durations remain reasonable. There is a likelihood that there will be some increase in the time required for the Synergi model build, but the objective will be to ensure this does not become impractical. DNV Headquarters, Veritasveien 1, P.O.Box 300, 1322 Høvik, Norway. Tel: +47 67 57 99 00. www.dnv.com Docusign Envelope ID: E238D335-6138-4DC4-A8C7-455C4D7C5B44 EXHIBIT A Page 2 of 4 Denton Municipal Electric –Support Services Agreement ASSUMPTIONS For any DME request deemed to entail significant risk or cost, DNV and DME will document and approve the requirements in writing prior to beginning the work. The cost for developing the requirements is a component of the service being provided by DNV. The management and administrative time of support requests are a component of the support services offered as part of the scope listed in this proposal. The management and administrative time of support requests are a component of the support services offered as part of the scope listed in this proposal. SUPPORT ACCESS & COMMUNICATIONS DNV Staff DNV will appoint a Point of Contact who will be responsible for the coordination of all matters relating to the support services provided by DNV. All issues and support requests are to be forwarded from DME to DNV’s Point of Contact to ensure they are properly managed. In addition to the Point of Contact, DNV will provide sufficient staff to fulfil its obligations under the terms of this agreement. The staff will be suitably trained and experienced to provide the supplemental services to be performed. Support hours will be 8:00 – 5:00 US Pacific Time. Support will be provided Monday through Friday except on DNV US holidays (a complete listing of these holidays can be provided upon request). Depending on urgency of request, DNV will make every effort to respond to the request as soon as possible. However, for support requests that could involve more analysis and review, DNV will endeavour to schedule staff and commence work within 5 working days. DNV will make every effort to begin the project as soon as possible but no later than 15 days after this agreement is signed and a PO is issued. DME Staff DME will provide to DNV a list of contacts of DME Staff that fulfil the following roles: • Program Manager authorized to approve the use of hours covered in this agreement. • Primary user(s) responsible to defining requirements of the support request or DME’s system, as needed. SUPPORT FEES AND CONDITIONS DNV agrees to perform the above-described Scope of Services on a Time and Expense basis with a not to exceed amount of US$6,260 at a rate of $313/hr, not to exceed 20 hours without an authorized change order. Docusign Envelope ID: E238D335-6138-4DC4-A8C7-455C4D7C5B44 Page 3 of 4 Denton Municipal Electric –Support Services Agreement There will be a minimum fee of $3,000 for this work – i.e. if the total labor used to complete the work comes to less than $3,000 then DNV will invoice DME $3,000. The availability of these hours will begin as of the date of this Agreement signing and expire at the end of 2025 calendar year. Hourly Rate: US $ 313 / hour Not to exceed: 20 hours Total Fees: US $6,260 Minimum Fee: US $3,000 The above Fee is based on DNV’s best faith estimate to accomplish the understood Scope of Services. The described work is estimated at 20 hours, allocated on issuance of a Purchase Order and subject to availability of resources. This is not a guarantee that the work will be done within these hours, but an estimate based on our current high-level understanding at the time of preparing this Proposal. If, during the execution of the work, it appears that the estimate is not sufficient, DNV will advise DME and agree on the course of action for DME to purchase additional hours through the use of a change order. Support Services will be invoiced monthly based on hours utilized in that month. The term of this proposal will be from date of signing through December 31, 2025. This term can be extended subject to DNV’s published hourly rate schedule for 2026. In consideration of the services rendered hereunder, DME will pay the Fee(s) specified in this document. DNV accepts only ACH/wire payment methods. All invoices and payments will be in U.S Dollars. All fees listed above do not include taxes. GST, HST and other applicable taxes (not taxes should be charged). Payment of the Fee(s) shall be made within thirty (30) days of DME’s receipt of DNV ’s invoice. DNV reserves the right to add an interest charge of one and one-half percent per month to any amounts outstanding more than thirty (30) days after the date payment is due. 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 the requested support services will be an additional cost to DME and will be billed separately at cost+10% by DNV. No travel is anticipated as part of these services. However, should travel or materials be required to carry out requested services, those costs will be invoiced per the conditions stated above. DNV shall provide a quote to DME for pre-approval of any travel cost, Additional Note: It is anticipated that there will be travel restrictions during the period of this support service execution. Should the COVID-19 or a similar situation continue to limit travel after the agreement/PO signing formalities are completed, activities in this scope that are related to onsite visits (if any) will be executed using agreed virtual/remote/online technologies and methods. No travel is anticipated as part of these services. Should travel be required and agreed by both DNV and DME as part of the support service execution, the risk associated with the travel will need to be evaluated by both DNV and DME per the local and country restrictions (and advise from the respective health authorities) before a trip is confirmed. GENERAL TERMS IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR ANY LIQUIDATED, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF USE, OR LOSS OF PRODUCTION. DNV’S MAXIMUM CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE REMUNERATION PAID TO DNV BY DME UNDER THIS AGREEMENT OR USD $300,000 (OR EQUIVALENT THERETO), WHICHEVER IS MORE. Docusign Envelope ID: E238D335-6138-4DC4-A8C7-455C4D7C5B44 Page 4 of 4 Denton Municipal Electric –Support Services Agreement Each party shall remain the sole and exclusive owner of any and all of its pre-existing intellectual property, and all improvements, developments and modifications made thereto. DNV shall at all times retain all right, title and interest in and to any custom applications developed hereunder, including any scripting. Nothing herein shall act as or imply any transfer or grant of rights by DNV of any such intellectual property. Additionally, DNV shall have the right to retain and use all general know-how acquired in connection with its performance under this Agreement. Should DME detect any errors or omissions in any DNV work within thirty (30) days from completion of the work, it shall promptly notify DNV and specify the nature and extent of the perceived problem. To the extent such occurrence is not attributable to DME, its affiliates or subcontractors, DNV may in its own discretion rectify said errors or omission or reperform the relevant part of the work within a reasonable period of time. THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ACCEPTANCE By signing below, Denton Municipal Electric agrees to the scope of services and fees as well as the terms and conditions as set forth in this Agreement. Denton Municipal Electric DNV USA, Inc. ________________________________ _______________________________ Authorized Signature Authorized Signature ________________________________ Print Name ________________________________ Print Name ________________________________ Title ________________________________ Title ________________________________ Date ________________________________ Date Purchase Order number: ______________ Docusign Envelope ID: E238D335-6138-4DC4-A8C7-455C4D7C5B44 Certificate Of Completion Envelope Id: E238D335-6138-4DC4-A8C7-455C4D7C5B44 Status: Completed Subject: ***Purchasing Approval*** 8322 - Extended Support Services Agreement Source Envelope: Document Pages: 7 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 9/3/2025 12:04:16 PM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian Christa.Christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/3/2025 12:09:49 PM Viewed: 9/3/2025 12:09:58 PM Signed: 9/3/2025 12:10:05 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/3/2025 12:10:07 PM Viewed: 9/3/2025 2:09:53 PM Signed: 9/3/2025 2:16:34 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Andy Schlegel Andy.Schlegel@dnv.com Regional Sales Manager DNV USA, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 136.226.48.85 Sent: 9/3/2025 2:16:36 PM Viewed: 9/3/2025 2:17:25 PM Signed: 9/3/2025 2:18:03 PM Electronic Record and Signature Disclosure: Accepted: 9/3/2025 2:17:25 PM ID: c4e4f544-937a-42dc-90a5-452f07062ca9 Antonio Puente, Jr. Antonio.Puente@cityofdenton.com DME General Manager Denton Municipal Electric Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/3/2025 2:18:06 PM Viewed: 9/3/2025 3:30:55 PM Signed: 9/3/2025 3:31:09 PM Electronic Record and Signature Disclosure: Accepted: 9/3/2025 3:30:55 PM ID: a655df3a-a26b-4aaf-bf9d-36ebe58dbab1 Signer Events Signature Timestamp 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: 9/3/2025 3:31:12 PM Viewed: 9/3/2025 4:39:03 PM Signed: 9/3/2025 4:39:11 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 Sam Mall sam.mall@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 9/3/2025 4:39:13 PM Electronic Record and Signature Disclosure: Accepted: 7/23/2024 8:33:35 AM ID: 41fe136f-c9a4-4be7-8f3c-41aaa719a290 Kenn Darling kenn.darling@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 9/3/2025 4:39:14 PM 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 9/3/2025 12:09:50 PM Certified Delivered Security Checked 9/3/2025 4:39:03 PM Signing Complete Security Checked 9/3/2025 4:39:11 PM Completed Security Checked 9/3/2025 4:39:14 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. 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