8255 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Advanced Distribution Management
System
Christa Christian
RFP 8255
No
FEBRUARY 20, 2024
FEBRUARY 20, 2030
24-270
Contract # 8255
CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND OPEN SYSTEMS INTERNATIONAL, INC. (“OSI”),
AN ASPEN TECHNOLOGY, INC. COMPANY (CONTRACT 8255) THIS CONTRACT is made and entered into this date ______________________, by
and between OPEN SYSTEMS INTERNATIONAL, INC., OSI,
a Minnesota corporation, whose address is 4101 Arrowhead Drive, Medina, Minnesota 55340-9457, hereinafter referred to as "Contractor" or “OSI”, and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City" “Customer”, or “Purchasing Agent”, 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 products and/or services in accordance with the City’s document RFP 8255 – Advanced Distribution Management System, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. 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’s RFP 8255 (Exhibit “B” on File at the Office of the Purchasing Agent) as amended by Exhibit C, Part E;
(c) Services Contract (Exhibit “C”); Part A Price Forms; Part B List of Deliverables Part C System Configuration Diagram Part D Software License Agreement by and between Contractor and City dated September 21, 2021, as amended December 15, 2023. Part E Customer RFP as amended by OSI’s Table of Compliance (incorporated by reference due to its extensive volume) Part F OSI Proposal (incorporated by reference due to its extensive volume) (d) Contractor’s Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (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.”
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02/20/2024
Contract # 8255
Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is 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
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Contract # 8255
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. 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
___2024-___________________________ 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
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1113357
Vice President of Finance
763-551-0559
Sean.Egan@aspentech.com
Sean Egan
Antonio Puente
Electric
DME General Manager
Contract # 8255
Exhibit A Special Terms and Conditions
1. Total Contract Amount The total Contract amount for services shall not exceed $3,800,000. Pricing shall be per Exhibit C, Part A attached.
2. The Quantities The quantities indicated on Exhibit C Part A are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as
needed basis.
3. Contract Term The Contract term will be six (6) years commencing upon the issuance of a Notice of Award by the
City of Denton. At the sole option of the City of Denton, the Contract, as it relates to the Services set forth in Exhibit C (Services Contract), may be further extended as needed, not to exceed a total of six (6) months.
4. No Excess Obligations
In the event the Contract spans multiple fiscal years, the City’s continuing performance under the Contract is contingent upon the appropriation of funds to fulfill the requirements of the Contract by the City Council of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to Contractor that City may
terminate the Services set forth in Exhibit C (Services Contract) of the Contract without penalty, further duty, or obligation as a result of such failure to appropriate or allot the necessary funds.
5. Payment
In accordance with Chapter 2251 of the Texas Gov’t Code: (a) payment shall be made no later
than thirty days following the later of (i) delivery of the goods or services, (ii) performance is complete, or (iii) delivery of an invoice to City; and (b) interest, if any, on past due payments shall accrue and be paid at the maximum rate allowed by law. Invoices and any required supporting documents must be presented to: City of Denton – Purchasing Department, 901 B Texas Street, Denton, TX 76201.
6. Tax Exempt
No taxes shall be included in the invoice. City is exempt from the payment of taxes and the purchase order serves as the required exemption certificate for tax exemption. The City will provide other exemption certificates or documentation confirming its tax-exempt status as requested.
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Contract # 8255
7. Governing Law and Venue
The Contract, exclusive of the Software License Agreement in Exhibit C, Part D, shall be
construed and enforced under and in accordance with the laws of the State of Texas. Venue for
all issues arising from or related to the Contract, except for any issues arising from or related to the Software License Agreement in Exhibit C, Part D, shall be resolved in the courts of Denton County, Texas, and the parties agree to submit to the exclusive jurisdiction of such courts.
8. Reserved.
9. Delivery
Delivery shall be FOB Destination.
10. Public Information
City shall release information in accordance with the Texas Public Information Act, Tex. Gov’t Code Chapter 552, and other applicable law or court orders. If requested, Contractor shall make public information available to City in an electronic format, and any portions of records claimed by the Vendor to be proprietary must be clearly marked as such.
11. Insurance
City is insured for general liability insurance under a self-insurance program covering its limits of liability. The parties agree that such self- insurance by City shall, without further requirement, satisfy all insurance obligations of City under the Agreement.
12. Reserved.
13. INDEMNITY
INDEMNIFICATION IS SET FORTH IN EXHIBIT C. Nothing in this Exhibit A shall be construed to create a liability to any person who is not a party to this Exhibit A, and
nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved.
14. Limitations
City is subject to constitutional and statutory limitations on its ability to enter into certain terms
and conditions of the Agreement, which may include those terms and conditions relating to: liens on City property; disclaimers and limitations of warranties; disclaimers and limitation of liability for damages; waivers, disclaimers, and limitation on litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorney’s fees; dispute resolution; and
indemnities. Terms and conditions relating to these limitations will not be binding on City,
except to the extent not prohibited by the Constitution and the laws of the State of Texas.
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Contract # 8255
Exhibit B City of Denton’s RFP 8255 on File at the Office of the Purchasing Agent, as amended by
Exhibit C, Part E
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Contract # 8255
Exhibit C
Services Contract
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SERVICES CONTRACT
Effective Date: (“Effective Date”)
Customer Name: City of Denton (“Customer”)
Customer Address: 1701 Spencer Road, Denton, TX 76205(“Facility”) This Services Contract (“Contract”) is between Customer and Open Systems International, Inc. (“OSI”), an Aspen Technology, Inc. company with offices at 4101 Arrowhead Drive, Medina, Minnesota 55340-9457 USA. A. Customer desires to purchase/license the products listed in Part B, List of Deliverables (the “Products”) and the services listed in Part A, Price Forms (the “Services”) (together collectively referred to as the “Work”), which may include but not be limited to, OSI proprietary software (“Software”), third-party software, hardware, other equipment, and OSI engineering and development services, to be installed at the Customer Facility in accordance with the terms of the attached Contract documents and operating pursuant to the Software License Agreement by and between OSI and Customer dated September 21, 2021 (Part D). As used in this Contract, “Parts” refers to the individual attachments to and part of this Contract, each of which is included as a specific element of this Contract. All of these Parts are identified and listed in Section 2 below. B. The parties have agreed upon the definitive terms, conditions, prices, equipment, specifications, and procedures setting forth their agreement for the purchase/licensing by Customer of the Products and Services to be furnished by OSI. The parties agree as follows.
1. Scope of Contract. OSI agrees to furnish the Work, including installation and testing of same, in a good and workmanlike manner in accordance with the terms, conditions and provisions of this Contract.
2. Contract Documents. This Contract consists of these Standard Terms and Conditions and the attached Parts listed below. In the event of any conflict or discrepancy between the Standard Terms and Conditions and/or any of the listed Parts, the Standard Terms and Conditions shall control and the Parts shall apply in the declining order of precedence set forth below.
Part Document Name/Description
Part A Price Forms Part B List of Deliverables Part C System Configuration Diagram Part D Software License Agreement by and between OSI and Customer dated September 21, 2021, as amended December 15, 2023. Part E Customer RFP as amended by OSI’s Table of Compliance (incorporated by reference due to its extensive volume) Part F OSI Proposal (incorporated by reference due to its extensive volume)
3. Pricing. The Price Forms in Part A states the prices payable and manner in which payment is to be made by Customer for the Work furnished under this Contract. All prices are stated exclusive of any sales, use or value added tax of any kind and shipping charges. Unless paid directly by Customer, applicable shipping charges will be added to the prices stated and invoiced directly to Customer. Unless Customer provides a tax exemption certificate, applicable taxes will be added to the prices stated and
invoiced directly to Customer. Payment terms are net 30 days from receipt of invoice, which shall
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occur upon electronic delivery of such invoice.
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4. Milestones. For the Work delivered, Customer shall pay OSI upon the following milestones schedule.
Phase 1 - 1 10% Contract Award
Phase 1 - 2 20% System Staging at Factory:
• Successful completion of staging, integration, and testing of the Development Console/System at the factory.
Phase 1 - 3 10% Delivery of Development Console/System onsite:
• Successful installation and operation of Development
Console at DME location.
Phase 1 - 4 15% Completion of Factory Acceptance Testing:
• Meet the Factory Acceptance Test exit criteria.
Phase 1 - 5 15% Upon Delivery to DME Site:
• Delivery of Production System (hardware, software, and other components) to the DME location
Phase 1 - 6 15% Completion of Site Acceptance Testing:
• Meet Site Acceptance Test exit criteria
Phase 1 - 7 15% Upon Cutover
• Successful deployment of ADMS system to production and completion of end user training.
•
Phase 2 - 1 10% Contract Award
Phase 2 - 2 20% System Staging at Factory
• Successful completion of staging, integration, and testing of the Development Console/System at the factory. Phase 2 - 3 10% Delivery of Development Console/System onsite
• Successful installation and operation of Development Console for Phase 2 at DME location.
Phase 2 - 4 15% Completion of Factory Acceptance Testing
• Meet the Factory Acceptance Test exit criteria. Phase 2 - 5 15% Upon Delivery to DME Site
• Delivery of Production System for Phase 2 (hardware, software, and other components) to the DME location
Phase 2 - 6 15% Completion of Site Acceptance Testing
• Meet Site Acceptance Test exit criteria Phase 2 - 7 15% Upon Cutover
• Successful deployment of Phase 2 ADMS system to production and completion of end user training.
•
5. Change Orders. The terms of this Contract, including but not limited to, Price, Deliverables and Schedule, among others, may only be modified or amended by mutually agreed, written Change Orders
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executed by both parties. Change Orders shall have precedence over any conflicting Contract documents.
6. Warranties. OSI will provide to or pass through to Customer the following warranties.
6.1 In addition to the warranty provided under the OSI Software License Agreement, any defects in the OSI Software shall be resolved as part of OSI’s support program, provided Customer has elected to purchase software support pursuant to the Price Forms, Part A. OSI’s obligation under a selected Software support program shall be to repair any defects in the Software. 6.2 OSI will pass through to Customer all standard OEM warranties on all third-party hardware and software supplied by OSI (if any). The minimum term of OEM warranties is as identified by the individual manufacturer(s). 6.3 THE WARRANTIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ABOUT MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANYTHING ELSE FOR ANY GOODS, DOCUMENTATION OR SERVICES.
7. Software License Agreement. All use and operation of the Software shall be pursuant to and governed by the Software License Agreement in Part D. If this Contract is terminated by either party prior to complete performance, acceptance and payment hereunder, the Software license granted under the Software License Agreement in Part D shall be immediately revoked.
8. Exclusion of Damages; Limitation of Liability. 8.1 Neither party shall be liable, whether in contract, warranty, tort (including negligence), strict liability, indemnity or any other legal theory, for indirect, special, incidental or consequential damages, however caused, including but not limited to any such damages arising out of the delivery, use or operation of the Software or other Deliverables, delays in delivery or repair, loss of use of the Software or other Deliverables, or damage to any documents, data or other property of the parties, loss of revenue or profit; for costs of capital or of substitute use or performance; or for any other loss or cost of a similar type; or for claims by either party for damages claimed by the other party’s customers. 8.2 The maximum liability under this Contract for damages or losses for direct, compensatory or similar damages shall not exceed double the amount of the total of all sums paid or payable by Customer to OSI prior to the date on which the act or omission giving rise to the claim arose. 8.3 Both parties agree that the exclusions and limitations set forth in this Section 8 do not preclude either party from obtaining equitable or injunctive relief or pursuing others who may be responsible for some or all of the losses incurred. Nothing herein limits the right of OSI to make a claim to collect payments due for Work performed under this Contract.
9. Non-Solicitation of Employees.
9.1 Neither party shall, during the term of this Contract and for a period of 24 months thereafter, solicit or offer employment to any person who is or was an employee of the other party during the 24 months preceding such solicitation or offer and with whom such party had substantial contact in the course of the performance of the parties’ obligations under this Contract. 9.2 OSI declares and Customer acknowledges that OSI has strict Confidentiality/Non-Disclosure Agreements with its employees which may bar a former employee from working directly on an OSI system owned or controlled by a customer following the termination of that employee’s employment with OSI.
10. Confidentiality.
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10.1 Each party agrees that should a party (the “Disclosing Party”) share information with the other
party (the “Receiving Party”) which is designated or information which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party marked as
proprietary or confidential, (hereinafter “Confidential Information”), the Receiving Party shall not disclose this Confidential Information to anyone or use this Confidential Information for any
purpose independent of the fulfillment of this Contract.
10.2 The Receiving Party shall not use any Confidential Information to the detriment of the Disclosing Party and shall use efforts to protect the confidentiality of any such Confidential
Information commensurate with those which it employs to protect its own Confidential Information. 10.3 The Receiving Party will ensure that it enters into agreements with employees, consultants, agents, shareholders and any other who have or may obtain access to the Confidential Information to maintain such Confidential Information in confidence. Confidential Information shall not include information which is: (a) rightfully in the possession of or known to the Receiving Party prior to the disclosure without an obligation to maintain its confidentiality, (b) publicly known or becomes publicly known through no unauthorized act of the Receiving Party, (c) rightfully received by the Receiving Party from a third party without obligation of confidentiality, or (d) independently developed by or for the Receiving Party. 10.4 In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding the production of Confidential Information previously provided by the Disclosing Party, the Receiving Party shall promptly notify the Disclosing Party of this fact and tender the defense of or opposition to this subpoena or demand to the Disclosing Party. If the subpoena or demand is not timely limited, quashed or extended, the Receiving Party shall thereafter be entitled to comply with such subpoena or demand to the extent required by law. If requested by the Disclosing Party after the tender of defense or opposition is accepted, the Receiving Party shall cooperate in such defense or opposition at the expense of the Disclosing Party. 10.5 These confidentiality rights and obligations shall apply to all Confidential Information provided by either party at any time before or after execution of this Contract and shall survive completion or termination of this Contract for any reason. 10.6 Each party shall have a continuing obligation to ensure that it does not disclose the other party’s
Confidential Information publicly or to any impermissible third parties or use that Confidential Information for purposes other than those intended under this Contract without the other party’s
express consent as long as the Confidential Information remains a trade secret, critical infrastructure information or personally identifiable information under the applicable governing
laws of this Contract and has not been published or placed in the public domain by means other than as the result of a disclosure in breach of this Contract.
10.7 OSI 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 Contract. This obligation supersedes any conflicting provisions of this Contract. All material submitted by OSI to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by OSI 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.
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11. Schedule. The Services covered by this Contract shall be completed in accordance with the mutually agreed upon project schedule. If the acts or omissions of any party causes the project to fall behind the project schedule the parties shall meet to discuss the actions necessary to recover schedule and each
shall cooperate with such actions unless the parties mutually agree to a revised project schedule.
12. Risk of Loss. Customer is not required to accept the Work until after completion of Site Acceptance Testing, if any is required under this Contract. Notwithstanding any other language in this Contract, including any of the attached Parts, the risk of loss for OSI supplied hardware shall pass to Customer no later than when the equipment reaches Customer’s dock. Customer shall insure all equipment
delivered by OSI from the time the equipment is received at Customer’s dock until the completion of the project performed under this Contract.
13. Insurance. OSI shall secure and maintain at its expense in accordance with the laws of the State of
Texas, insurance coverages that meet the requirements set forth in Exhibit D (Contractor’s Insurance Requirements).
14. Disputes. Either party may pursue emergency equitable or injunctive relief where necessary to prevent irreparable harm for which damages or other remedies at law may be inadequate. Otherwise, disputes arising out of or relating to this Contract and not resolved in the normal course of business shall be
resolved as follows: (a) The claimant shall provide written notice of the dispute and claimant’s desired remedy to the other party. (b) Executives authorized to resolve the dispute shall meet and attempt in good faith to resolve such dispute by negotiations. (c) If negotiations are unsuccessful, the dispute shall be referred to arbitration by a panel of three arbitrators in accordance with the American Arbitration Association Rules for Commercial Disputes. The arbitrators shall have substantial expertise in information technology disputes and may allow reasonable discovery and expert testimony and issue
a reasoned opinion as part of any arbitration award. The place of arbitration will be Boston, Massachusetts. The language to be used in the arbitration proceedings will be English. Judgment upon the award rendered by the arbitration panel may be entered by any court having jurisdiction. The laws of the State of Texas, USA shall govern the validity, interpretation and enforcement of this Contract.
15. Indemnification. OSI WILL INDEMNIFY AND HOLD HARMLESS CUSTOMER (INCLUDING ITS
AFFILIATES, AND ALL DIRECTORS, OFFICERS AND EMPLOYEES), AS INDEMNITEE(S),
AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITIES, LEGAL ACTIONS, COSTS AND
EXPENSES, INCLUDING REASONABLE LEGAL FEES, TO THE EXTENT CAUSED BY OSI’S
NEGLIGENCE OR INTENTIONAL MISCONDUCT IN CONNECTION WITH THE PERFORMANCE OF
THIS CONTRACT BY INDEMNITOR, ITS AGENTS OR EMPLOYEES, AND SHALL, UPON
INDEMNITEE’S REQUEST, DEFEND AT ITS SOLE COST ANY SUIT ASSERTING A THIRD PARTY
CLAIM COVERED BY THIS INDEMNITY. THE INDEMNITEE SHALL GIVE WRITTEN NOTICE TO
THE INDEMNITOR OF ANY CLAIM UNDER THIS SECTION 15.
16. Force Majeure. Except for Customer’s obligations to pay the fees due under this Contract, neither party
shall be considered in default in the performance of its obligations under this Contract to the extent that the performance of any such obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of the affected party such as acts of God (including hurricanes or other major natural disasters), regulations or orders of governmental authorities, fire, flood, explosion, acts of terrorism, war, disorder, civil disaster, or other emergency. If either party claims that performance of its obligations was prevented or delayed by any such cause, that party shall promptly notify the other
party of that fact, and of the circumstances preventing or delaying performance within five (5) business days.
17. No Assignment. Neither party may assign or otherwise transfer its rights or obligations under this
Contract except with the written consent of the other party, which will not be unreasonably withheld. Any prohibited assignment will be null and void. Notwithstanding the foregoing, OSI may, upon written
notice to Customer, assign its obligations under this Contract to a parent, subsidiary or holding company for the purposes of ownership restructuring, or in connection with a merger or other business combination in which OSI is not the surviving entity.
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18. Term and Termination. Unless terminated as provided for herein, the term of this Contract shall be as set forth in Exhibit A (Special Terms and Conditions). This Contract may be terminated immediately upon notice to the breaching party if (a) either party materially breaches the terms of this Contract and fails to cure such breach within forty- five (45) days of receipt of written notice of such breach; (b)
either party becomes insolvent or files a petition of bankruptcy; or (c) Customer fails to pay any invoice due and payable for more than ninety (90) days after receiving written notice that such invoice is overdue.
19. Survival. Sections 7- 10, 12, 14 - 15, and any other sections that, by their terms, extend beyond the Term of this Contract survive termination of this Contract for any reason.
20. Complete Agreement. Each party acknowledges that it has read and understands this Contract and agrees to be bound by its terms. The parties further agree that this Contract and its accompanying Parts, is the complete and exclusive statement of this Contract between the parties, which supersedes
and merges all prior proposals, understandings and all other agreements, oral or written, between the parties. Any terms and conditions included in any purchase order shall be of no force and effect and shall not in any way be deemed to amend, modify, supersede or supplement this Contract. This Contract may not be modified or altered except by written instrument duly executed by both parties.
21. Waiver. The waiver or failure of either party to exercise in any respect any right provided for herein
will not be deemed a waiver of any other right hereunder.
22. Severability. If any provision of this Contract is invalid, illegal or unenforceable under any applicable statute or rule of law, only that provision is to be deemed omitted, and the remaining provisions will not be affected in any way.
23. Counterparts. This Contract may be executed in counterparts, all of which when executed and delivered, will constitute one single agreement between the parties.
Upon signature below by the duly-authorized representative of each party, this Contract shall be effective as of the Effective Date.
OPEN SYSTEMS INTERNATIONAL, INC. CUSTOMER
BY: BY:
(Signature) (Signature) NAME: NAME:
TITLE: TITLE: DATE: DATE:
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Vice President of Finance
1/18/2024
Sean Egan
City Manager
2/21/2024
Sara Hensley
Contract # 8255
Exhibit C
Part A Pricing
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PRICE FORMS
Item
No.Description Price
1 Hardware and 3rd Party Software Provided by DME
2 Engineering and Implementation $696,762
(project management, engineering, testing, site installation,
commissioning and documentation, cyber security design)
3 OSI University™ Training (3 weeks total for up to 5 students)$40,875
Total Phase 1 Project Cost $737,637
1 OSI System Software Licensing - Phase 1 Term License Year 1 $210,252
Per List of Deliverables (Includes OSI Gold Support/Maintenance and
Patch Management)
2 Year 2 (Includes OSI Gold Support/Maintenance and Patch
Management)
$216,560
3 Year 3 (Includes OSI Gold Support/Maintenance and Patch
Management)
$223,056
4 Year 4 (Includes OSI Gold Support/Maintenance and Patch
Management)
$229,748
5 Year 5 (Includes OSI Gold Support/Maintenance and Patch
Management)
$236,641
6 Year 6 (Includes OSI Gold Support/Maintenance and Patch
Management)
$243,740
Total Phase 1 License Cost (6 Year Term)$1,359,997
Phase 1
Open Systems International, Inc. 3-2 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
PRICE FORMS
Item
No.Description Price
1 Hardware and 3rd Party Software Provided by DME
2 Engineering and Implementation $370,116
(project management, engineering, testing, site installation,
commissioning and documentation, cyber security design)
3 OSI University™ Training (2 weeks total for up to 5 students)$27,250
Total Phase 1 Project Cost $397,366
1 OSI System Software Licensing - Phase 2 Term License Year 1 $108,947
Per List of Deliverables (Includes OSI Gold Support/Maintenance and
Patch Management)2 Year 2 (Includes OSI Gold Support/Maintenance and Patch
Management)
$112,216
3 Year 3 (Includes OSI Gold Support/Maintenance and Patch
Management)
$115,582
4 Year 4 (Includes OSI Gold Support/Maintenance and Patch
Management)
$119,050
5 Year 5 (Includes OSI Gold Support/Maintenance and Patch
Management)
$122,621
6 Year 6 (Includes OSI Gold Support/Maintenance and Patch
Management)
$126,300
Total Phase 2 License Cost (6 Year Term)$704,715
Phase 2
Open Systems International, Inc. 3-3 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
PRICE FORMS
Notes
1.Project is subject to OSI’s standard terms and conditions, which will be provided upon
request.
2.Prices are in US Dollars and do not include sales or usage taxes.
3.Proposed payment terms are Net30 with payment milestones as follows:
Term Licensing:a. 100% of Year 1 Term Licensing Upon Contract Award
b. 100% of Years 2-6 Term Licensing ailled annually thereafter
Services & Traininga. 10% Upon Contract Award
b. 20% Upon System Staging at Factory
c. 10% Upon Delivery of Development Console/System Onsite
d. 15% Upon Completion of Factory Acceptance Testing
e. 15% Upon Delivery to DME Site
f. 15% Upon Completion of Site Acceptance Testing
g. 15% Upon System Ready for Cutover
4.The pricing quoted above is valid for 120 days.
5.Prices exclude shipping costs and tariffs. Applicable shipping costs and tariffs will be
added to invoices.
6.If DME chooses to use a third party vendor management tool that results in fees to OSI,
OSI reserves the right to invoice DME for the associated fees.
7.Term licensing incldues OSI's monarch Gold Support Program and Gold Patch
Management upon delivery of Software.
8.Future annual term license fees will be subject to a 3% increase in pricing.
9.Patch Management includes entitlements for server operating systems, hypervisor
(vmware), workstation operating systems and RDBMS for system components deployed
as part of this project.
10.Travel is not included and will be billed as incurred.
11.User Training as quoted assumes Maintenance and Software training at OSI University™
(OSIU) in Minneapolis, Minnesota and Operator Training on site at DME’s facilities or
remotely.
12.DME shall provide all required 3rd party equipment and software (“CFE”) for the Project
except for that OSI-provided equipment identified in the List of Deliverables in Location.
Prior to DME shipping the CFE to the OSI site, OSI and DME will mutually agree upon
the configuration to be used for this CFE. DME shall be responsible for timely delivery of
all CFE to OSI in compliance with the mutually agreed upon Project Schedule for
integration with the OSI software. DME shall pay all shipping and insurance costs both to
and from OSI and shall be responsible for all CFE warranties.
Open Systems International, Inc. 3-4 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
PRICE FORMS
13.The performance and functionality of the ADMS applications rely upon a consistent GIS
model, as this is the sole source of DME’s electrical network input to these applications.
It is assumed DME's GIS contains a complete and consistent 3-phase electrical network
model with connectivity that can be imported into the OSI system. The model will be
provided to OSI in a mutually agreed and open format at an early date during the project
implementation. Any major discrepancies or incomplete GIS data and modeling must be
resolved by DME. It is the responsibility of DME to ensure that the applicable data
access and 3rd party licensing is available for OSI’s engineering teams to deploy the
model extraction tool. The DME must provide a read-only user account and login for
OSI’s model extractor to use any time data needs to be accessed from the GIS.
14.It is assumed devices used for view-only web-access will be standard modern Windows,
Android or IOS (version 15+) devices. Apple/ iOS devices below version 15 may require
an alternate configuration.
15.If desired by DME, services related to the installation and configuration of the OSI
software can be contracted separately by one of OSI's trusted service partners. If DME
selects OSI's software technology, OSI will assist DME in finding a qualified installation
services partner.
Open Systems International, Inc. 3-5 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Contract # 8255
Exhibit C
Part B List of Deliverables
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
LIST OF DELIVERABLES
Item Qty
1 OpenView Client GUI/MMI(Includes: Trending, ViewPoint Alarm Management, Dashboards,
Graphical and Tabular Displays)
No. of Consoles 5
2 SNMP (Simple Network Management Protocol) Interface
3 Web GUI/MMI (Browser-based Access)
No. of Concurrent Users 10
4 OSI Voyager (Read-only Display Viewer)
5 OpenLSR (Load Shed and Restoration)
6 OSI EITK (Enterprise Integration Toolkit)
No. of External Interfaces 5
7 OSI Forecast
No. of Load Forecasts 10
Neural Network Algorithm Yes
8 Spectra DMS (Distribution Management System) Base ADMS Base Group
8a OSI GIS Interface (Geographical Information System Interface)
8b
No. of MV/HV Feeders 250
No. of Concurrent Study Users 1
9 Spectra DPF (Distribution Power Flow)
(Includes Short Circuit Analysis)
No. of MV/HV Feeders 250
10 Spectra DSE (Distribution State Estimation) No. of MV/HV Feeders 250
11 Spectra DOTS (Distribution Operator Training Simulator)
No. of MV/HV Feeders 250
No. of OTS Instances 1
12 AMI (Advanced Metering Infrastructure) Interface
(MultiSpeak Web Service Interface)
Phase 1 OSI Software Application Licenses [Net New]
Description
Spectra eMAP (Distribution Modelling and Toplogy Processing)
Open Systems International, Inc. 4-2 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
LIST OF DELIVERABLES
Item Qty
13 OpenDMA (MultiSpeak Interface)
No. of Links 1
13
No. of LV/MV/HV Feeders 250
14 Electra OMS (Outage Management System) Base(Includes: Contact Management, Outage Analysis, Crew Dispatch,
Outage Information, Damage Assessment, MultiSpeak & REST APIs,
Outage Data Export)
No. of Customer Meters 70,000
15 OSI Compass (Mobile Field Crew Application) Base(Includes: Offline Map View, Job Management)
No. of Concurrent Users 15
Item Qty
1 Spectra VVC/CVR (Volt/VAR Control and Conservation Voltage Reduction)
Model-based Mode Yes
No. of MV/HV Feeders 250
2 Spectra FLISR (Fault Location / Isolation / System Restoration)
No. of MV/HV Feeders 250
3 Spectra FPA (Fault Protection Analysis and Coordination) No. of MV/HV Feeders 250
4 Spectra FR (Feeder Reconfiguration)
No. of MV/HV Feeders 250
5 Spectra DOPF (Distribution Optimal Power Flow)
No. of MV/HV Feeders 250
6 Integra DERMS (Distributed Energy Resource Management System) Base(Includes: Modelling and Visualization, Monitor and Control, Estimation)
No. of DERs 100
7 Integra DERMS Advanced (Optimization and Scheduling)
No. of DERs 100
Phase 2 OSI Software Application Licenses [Net New]
Description
SOM Planner (Switch Order Management)
Description
Open Systems International, Inc. 4-3 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
LIST OF DELIVERABLES
Item Qty
8 Integra DERMS Microgrid Management
No. of Microgrids 5
9 OSI Forecast
No. of DER Forecasts 1,000
Item Qty
1 1
Yes
2 Pre-Production/Quality Assurance Environment 1
No
Description
Environment Licenses
Redundant
Description
Production Environment
Redundant
Open Systems International, Inc. 4-4 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
LIST OF DELIVERABLES
Item Qty
1 SCADA LAN Host Server**
1a DMS Application Virtual Server 1
12 core 2.5GHz CPU
64GB RAM
600GB Disk
300 IOPS
2 OMS DMZ LAN Host Server
2a OMS Application Virtual Server 1
12 cores 2.4GHz CPU
64GB RAM
600GB Disk
300 IOPS
2b OMS Interface Virtual Server 1
8 cores 2.1GHz CPU
64GB RAM
300GB Disk
300 IOPS
2c Map Virtual Server 1
4 cores 2.1GHz CPU
32GB RAM
300GB Disk
300 IOPS
3 DMZ LAN Host Server**
3a Mobile/Read-Only Web User Virtual Server 1
16 cores 2.4GHz CPU
96GB RAM
600GB Disk
300 IOPS
Customer-Furnished Recommended Primary Site System
Hardware [Net New]
Description
Open Systems International, Inc. 4-5 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
LIST OF DELIVERABLES
Item Qty
4 Operations Workstation (2 monitor)1
3.6GHz Intel Quad Core HT Xeon
32GB RAM
500GB Hard Disk
(2) Gigabit Ethernet Ports
AMD Radeon Pro W6600 Graphics Card
DVD-RW
(2) 23" Flat Panel Displays
3 Year NBD OEM Warranty
5 Cisco Catalyst 9200L Gigabit Ethernet Layer 2 Switch - 24 Port 1
DNA Essential, 3 Year
SmartNet 8x5, 3 Year
6 USB KVM Adaptor (as required)1 Lot
7 LAN Cabling/Connectors 1 Lot
Description
Open Systems International, Inc. 4-6 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
LIST OF DELIVERABLES
Item Qty
1 SCADA LAN Host Server**
1a DMS Application Virtual Server 1
12 core 2.5GHz CPU
64GB RAM
600GB Disk
300 IOPS
2 OMS DMZ LAN Host Server
2a OMS Application Virtual Server 1
12 cores 2.4GHz CPU
64GB RAM
600GB Disk
300 IOPS
2b OMS Interface Virtual Server 1
8 cores 2.1GHz CPU
64GB RAM
300GB Disk
300 IOPS
2c Map Virtual Server 1
4 cores 2.1GHz CPU
32GB RAM
300GB Disk
300 IOPS
3 DMZ LAN Host Server**
3a Mobile/Read-Only Web User Virtual Server 1
16 cores 2.4GHz CPU
96GB RAM
600GB Disk
300 IOPS
Customer-Furnished Recommended QAS System
Hardware [Net New]
Description
Open Systems International, Inc. 4-7 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
LIST OF DELIVERABLES
Item Qty
4 Operations Workstation (2 monitor)1
3.6GHz Intel Quad Core HT Xeon
32GB RAM
500GB Hard Disk
(2) Gigabit Ethernet Ports
AMD Radeon Pro W6600 Graphics Card
DVD-RW
(2) 23" Flat Panel Displays
3 Year NBD OEM Warranty
5 Cisco Catalyst 9200L Gigabit Ethernet Layer 2 Switch - 24 Port 1
DNA Essential, 3 Year
SmartNet 8x5, 3 Year
6 USB KVM Adaptor (as required)1 Lot
7 LAN Cabling/Connectors 1 Lot
Description
Open Systems International, Inc. 4-8 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
LIST OF DELIVERABLES
Item Qty
1 DOTS LAN Host Server 1
1a DOTS Virtual Server 1
12 core 2.5GHz CPU
64GB RAM
600GB Disk
300 IOPS
2 Training Workstation (2 monitor)1
3.6GHz Intel Quad Core HT Xeon
32GB RAM
500GB Hard Disk
(2) Gigabit Ethernet Ports
AMD Radeon Pro W6600 Graphics Card
DVD-RW
(2) 23" Flat Panel Displays
3 Year NBD OEM Warranty
3 Cisco Catalyst 9200L Gigabit Ethernet Layer 2 Switch - 24 Port 1
DNA Essential, 3 Year
SmartNet 8x5, 3 Year
4 USB KVM Adaptor (as required)1 Lot
5 LAN Cabling/Connectors 1 Lot
Customer-Furnished Recommended DOTS System
Hardware [Net New]
Description
Open Systems International, Inc. 4-9 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
LIST OF DELIVERABLES
Item Qty
1 SCADA LAN Host Server**
1a DMS Application Virtual Server 1
12 core 2.5GHz CPU
64GB RAM
600GB Disk
300 IOPS
2 OMS DMZ LAN Host Server
2a OMS Application Virtual Server 1
12 cores 2.4GHz CPU
64GB RAM
600GB Disk
300 IOPS
2b OMS Interface Virtual Server 1
8 cores 2.1GHz CPU
64GB RAM
300GB Disk
300 IOPS
2c Map Virtual Server 1
4 cores 2.1GHz CPU
32GB RAM
300GB Disk
300 IOPS
3 DMZ LAN Host Server**
3a Mobile/Read-Only Web User Virtual Server 1
16 cores 2.4GHz CPU
96GB RAM
600GB Disk
300 IOPS
Customer-Furnished Recommended Backup Site System
Hardware [Net New]
Description
Open Systems International, Inc. 4-10 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
LIST OF DELIVERABLES
Item Qty
4 Operations Workstation (2 monitor)1
3.6GHz Intel Quad Core HT Xeon
32GB RAM
500GB Hard Disk
(2) Gigabit Ethernet Ports
AMD Radeon Pro W6600 Graphics Card
DVD-RW
(2) 23" Flat Panel Displays
3 Year NBD OEM Warranty
5 Cisco Catalyst 9200L Gigabit Ethernet Layer 2 Switch - 24 Port 1
DNA Essential, 3 Year
SmartNet 8x5, 3 Year
6 USB KVM Adaptor (as required)1 Lot
7 LAN Cabling/Connectors 1 Lot
Description
Open Systems International, Inc. 4-11 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
LIST OF DELIVERABLES
Item Qty
1 C Compiler and Development Tools 1 Lot
2 GIT Revision Control Software 1 Lot
3 Microsoft Office 2019 Standard Ed. OLP 5
4 Windows 10 Professional 64-bit 5
5 Red Hat Enterprise Linux 8 (Entry Level Self Support for 2 years)1 Lot
6 Windows Server 2022 Standard 1 Lot
6a Windows Server User CAL
7 Vmware Standard Licensing (2 years of OEM support)
7a Vsphere Hypervisor License (1 per cpu on host servers)1 Lot
8 Other Recommended Security Software
8a Anti-Virus (Symantec Endpoint Protection, etc.)
8b Backup/Restoration Solution (NetApp, Acronis, etc.)
8c Central Logging System (Tripwire LogCenter, etc.)
8d Intrusion Prevention/Detection (Cisco FirePower, etc.)
8e Dual-factor Authentication (RSA, etc.)
8f Application Whitelisting (Carbon Black, etc.)
Notes
**Virtual servers may be hosted on existing servers or new host servers,
depending upon resource availability and DME preferences.
Description
Customer-Furnished Recommended 3rd Party Software
[Net New]
Open Systems International, Inc. 4-12 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
LIST OF DELIVERABLES
Item Qty
1 Electra OMS Public Outage Portal
No. of Customer Meters 70,000
2 AVL (Automatic Vehicle Location) Interface
Options
Description
Open Systems International, Inc. 4-13 Confidential
Denton Municipal Electric
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Contract # 8255
Exhibit C
Part C System Configuration Diagram
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
DME ADMS System Configuration
Firewall (1)†
OMS Applications Server (1)12 Cores, 2.4GHz CPU, 64GB RAM, 600GB Disk, 300 IOPS, Windows Server 2022
OMS Interface Server (1)8 Cores, 2.1GHz CPU, 64GB RAM, 300GB Disk, 300 IOPS, Windows Server 2022
Map Server (1)4 Cores, 2.1GHz CPU, 32GB RAM, 300GB Disk, 300 IOPS, Red Hat Linux 8
VM Host (1)†
To CFE Backup
Existing SCADA Servers,
Workstations, etc.
OMS DMZ LAN
Existing DMZ LAN
Existing SCADA LANNetwork Switch †
Existing DMZ LAN Servers
Existing ICCP DMZ LAN
Existing ICCP Server
OMS Applications Server (1)12 Cores, 2.4GHz CPU, 64GB RAM, 600GB Disk, 300 IOPS, Windows Server 2022
VM Host (1)†
OMS Interface Server (1)8 Cores, 2.1GHz CPU, 64GB RAM, 300GB Disk, 300 IOPS, Windows Server 2022
To CFE Backup
Existing SCADA Servers,
Workstations, etc.
Inter-site Link
Corporate WAN
OMS DMZ LAN
External SystemsIVR, GIS, CIS, etc.
Primary Control Center Backup Control Center
Quality Assurance System (QAS)
Load Balancers Outage Data Warehouse (RDBMS)
Distribution Operator
Training Simulator (DOTS)
Existing DMZ LAN
Existing SCADA LAN Network Switch †
Network Switch (1)†DOTS LAN
Most servers can be Windows or Linux andcan be Dell, HP, or IBMbased on preference.
Most servers can be Windows or Linux andcan be Dell, HP, or IBMbased on preference.
DOTS Server (1)12 Cores, 2.5GHz CPU, 64GB RAM, 600GB Disk, 300 IOPS, Windows Server 2022
VM Host (1)†
Revision: 1.3DME_SysCnfg_1.3_06142023.vsdx
Note:
All hardware is Customer Furnished Equipment.
† - Rack Mounted
CONFIDENTIAL
Remote Users
Existing DMZ LAN Servers
VM Host (1)†
Existing ICCP DMZ LAN
Existing ICCP Server
IP RTUs
To CFE Backup
Existing SCADA Servers,
Workstations, etc.
OMS DMZ LAN
Existing DMZ LAN
Existing SCADA LAN Network Switch †
DMS Application Server (1)12 Cores, 2.5GHz CPU, 64GB RAM, 600GB Disk, 300 IOPS, Windows Server 2022
VM Host (1)†
Existing ICCP DMZ LAN
Existing ICCP Server
Training Workstations (2)3.6GHz Intel Quad-Core Xeon, 32GB RAM,500GB Hard Disk, (2) Gigabit Ethernet Ports,AMD Radeon Pro W6600 Graphics Card,(2) Monitors, DVD-RW, Microsoft Office 2019,Windows 11 Professional 64-bit
Network Switch †Network Switch †
Network Switch †Network Switch †
Network Switch †
Network Switch †
Network Switch (1)†Network Switch (1)†
Network Switch (1)†
Operations Workstation (1)3.6GHz Intel Quad-Core Xeon, 32GB RAM,500GB Hard Disk, (2) Gigabit Ethernet Ports,AMD Radeon Pro W6600 Graphics Card,(2) Monitors, DVD-RW, Microsoft Office 2019,Windows 11 Professional 64-bit
Operations Workstation (1)3.6GHz Intel Quad-Core Xeon, 32GB RAM,500GB Hard Disk, (2) Gigabit Ethernet Ports,AMD Radeon Pro W6600 Graphics Card,(2) Monitors, DVD-RW, Microsoft Office 2019,Windows 11 Professional 64-bit
Operations Workstation (1)3.6GHz Intel Quad-Core Xeon, 32GB RAM,500GB Hard Disk, (2) Gigabit Ethernet Ports,AMD Radeon Pro W6600 Graphics Card,(2) Monitors, DVD-RW, Microsoft Office 2019,Windows 11 Professional 64-bit
Net New
Net New
Net New
Net New
Net New
Map Server (1)4 Cores, 2.1GHz CPU, 32GB RAM, 300GB Disk, 300 IOPS, Red Hat Linux 8
Mobile/Read-Only Web User Server (1)16 Cores, 2.4GHz CPU, 96GB RAM, 600GB Disk, 300 IOPS, Windows Server 2022
VM Host (1)†
Mobile/Read-Only Web User Server (1)16 Cores, 2.4GHz CPU, 96GB RAM, 600GB Disk, 300 IOPS, Windows Server 2022
VM Host (1)†
OMS Applications Server (1)12 Cores, 2.4GHz CPU, 64GB RAM, 600GB Disk, 300 IOPS, Windows Server 2022
VM Host (1)†
OMS Interface Server (1)8 Cores, 2.1GHz CPU, 64GB RAM, 300GB Disk, 300 IOPS, Windows Server 2022
Map Server (1)4 Cores, 2.1GHz CPU, 32GB RAM, 300GB Disk, 300 IOPS, Red Hat Linux 8
Existing DMZ LAN Servers
Mobile/Read-Only Web User Server (1)16 Cores, 2.4GHz CPU, 96GB RAM, 600GB Disk, 300 IOPS, Windows Server 2022
VM Host (1)†Net New
Net New Net New
DMS Application Server (1)12 Cores, 2.5GHz CPU, 64GB RAM, 600GB Disk, 300 IOPS, Windows Server 2022
Net New
DMS Application Server (1)12 Cores, 2.5GHz CPU, 64GB RAM, 600GB Disk, 300 IOPS, Windows Server 2022
Net New
Firewall (1)†
Net New Net New
Net New
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Contract # 8255
Exhibit C Part D Software License Agreement by and between Contractor and City dated September 21, 2021, as amended December 15, 2023.
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Contract # 8255
Exhibit C Part E Customer RFP as amended by OSI’s Table of Compliance
(incorporated by reference due to its extensive volume)
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Contract # 8255
Exhibit C Part F OSI Proposal
(incorporated by reference due to its extensive volume)
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Contract # 8255
Exhibit D
Contractor’s Insurance Requirements
Respondent’s attention is directed to the insurance requirements below. It is highly
recommended that respondents 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
respondent fails to comply strictly with the insurance requirements, that respondent 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 of at least A+ or better.
• Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and
volunteers; or, the contractor shall procure a bond guaranteeing payment of losses
and related investigations, claim administration and defense expenses.
• Liability policies shall be endorsed to provide the following:
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Contract # 8255
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 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 of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or legal
defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors
Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective
as of the lapse date. If insurance is not reinstated, City may, at its sole option,
terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the
Contract, or longer, if so noted:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance including, but not limited to,
Premises/Operations, Personal & Advertising Injury, Products/Completed
Operations, Independent Contractors, and Contractual Liability with minimum
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Contract # 8255
combined bodily injury (including death) and property damage limits of
$1,000,000.00 per occurrence and $2,000,000.00 general aggregate.
B. Technology Errors & Omissions Liability Insurance
Technology Errors and Omissions Insurance to provide coverage for any damage
or losses arising from the rendering of, negligent or improper performance of, or
failure to perform technology services including, but not limited to, media content,
network security breaches and negligent design, website design, hosting and
support, content management, user optimization services, system integrations,
system creation designed to migrate to various platforms, the design and/or
implementation of add-on platforms, the provision of guidance regarding industry
best practices and custom translation solutions and other website functionality,
the provision of analytics on site usage, with minimum limits of $4, 000,000 per
claim.
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Contract # 8255
Exhibit E 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: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Advanced Distribution Management – 8255
INSURANCE REQUIREMENTS
Respondent’s attention is directed to the insurance requirements below. It is highly
recommended that respondents 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 respondent fails to comply strictly with the insurance requirements, that
respondent 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 of at least A+ or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees
and volunteers; or, the contractor shall procure a bond guaranteeing payment
of losses and related investigations, claim administration and defense
expenses.
Liability policies shall be endorsed to provide the following:
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Advanced Distribution Management – 8255
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 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 of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the
Contract, or longer, if so noted:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance including, but not limited to,
Premises/Operations, Personal & Advertising Injury, Products/Completed
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Advanced Distribution Management – 8255
Operations, Independent Contractors, and Contractual Liability with minimum
combined bodily injury (including death) and property damage limits of
$1,000,000.00 per occurrence and $2,000,000.00 general aggregate.
B. Technology Errors & Omissions Liability Insurance
Technology Errors and Omissions Insurance to provide coverage for any
damage or losses arising from the rendering of, negligent or improper
performance of, or failure to perform technology services including, but not
limited to, media content, network security breaches and negligent design,
website design, hosting and support, content management, user optimization
services, system integrations, system creation designed to migrate to various
platforms, the design and/or implementation of add-on platforms, the provision
of guidance regarding industry best practices and custom translation solutions
and other website functionality, the provision of analytics on site usage, with
minimum limits of $4, 000,000 per claim.
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Exhibit E
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 8255 – 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: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
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: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880Exhibit F - Form CIQ
Open Systems International, Inc.
1/18/2024
X
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
DocuSign Envelope ID: 4E32EB6E-31F3-4BDE-AA45-98ECE517E880
Certificate Of Completion
Envelope Id: 4E32EB6E31F34BDEAA4598ECE517E880 Status: Completed
Subject: Please DocuSign: City Council Contract 8255 Advanced Distribution Management System
Source Envelope:
Document Pages: 48 Signatures: 8 Envelope Originator:
Certificate Pages: 6 Initials: 1 Christa Christian
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
12/18/2023 3:40:21 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)
Completed
Using IP Address: 198.49.140.10
Sent: 1/17/2024 3:40:02 PM
Viewed: 1/17/2024 3:40:15 PM
Signed: 1/17/2024 3:40:31 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 1/17/2024 3:40:35 PM
Viewed: 1/18/2024 8:13:49 AM
Signed: 1/18/2024 8:17:58 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Mack Reinwand City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 1/18/2024 8:18:02 AM
Viewed: 1/18/2024 12:02:29 PM
Signed: 1/18/2024 12:04:48 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sean Egan
Sean.Egan@aspentech.com
Vice President of Finance
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 206.188.247.134
Sent: 1/18/2024 12:04:54 PM
Viewed: 1/18/2024 12:45:44 PM
Signed: 1/18/2024 4:33:11 PM
Electronic Record and Signature Disclosure:
Accepted: 1/18/2024 12:45:44 PM
ID: 0abe41a3-2114-4254-9ca1-5e198735c65c
Signer Events Signature Timestamp
Antonio Puente
Antonio.Puente@cityofdenton.com
DME General Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.244.18.4
Signed using mobile
Sent: 1/18/2024 4:33:17 PM
Viewed: 1/18/2024 5:04:20 PM
Signed: 1/18/2024 5:04:47 PM
Electronic Record and Signature Disclosure:
Accepted: 1/18/2024 5:04:20 PM
ID: 732788f7-3781-488c-bff1-cca898704839
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: 1/18/2024 5:04:53 PM
Viewed: 2/21/2024 8:30:42 AM
Signed: 2/21/2024 8:30:57 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: 107.77.199.171
Signed using mobile
Sent: 2/21/2024 8:31:03 AM
Viewed: 2/21/2024 9:20:00 AM
Signed: 2/21/2024 12:18:23 PM
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 12:18:29 PM
Viewed: 2/21/2024 1:04:22 PM
Signed: 2/21/2024 1:04:45 PM
Electronic Record and Signature Disclosure:
Accepted: 2/21/2024 1:04:21 PM
ID: d2ccb8ef-8b3a-421a-8c5a-5aea3a85357e
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: 1/17/2024 3:40:35 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 1/18/2024 5:04:53 PM
Viewed: 1/19/2024 5:11:22 PM
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 1:04:50 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jerry Looper
jerry.looper@cityofdenton.com
System Operations and Compliance Division
Manager
Denton Municipal Electric
Security Level: Email, Account Authentication
(None)
Sent: 2/21/2024 1:04:51 PM
Electronic Record and Signature Disclosure:
Accepted: 2/12/2024 7:07:54 PM
ID: 09b69524-d8af-4967-8d83-51c0d8f14e1f
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/17/2024 3:40:02 PM
Certified Delivered Security Checked 2/21/2024 1:04:22 PM
Signing Complete Security Checked 2/21/2024 1:04:45 PM
Completed Security Checked 2/21/2024 1:04:51 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: Sean Egan, Antonio Puente, Jesus Salazar, Jerry Looper
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
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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.
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To confirm to us that you can access this information electronically, which will be similar to
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please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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available to me by City of Denton during the course of my relationship with you.